
What happened
Reliance Global Group, Inc. (NASDAQ: EZRA) said Altruis Benefit Consultants, Inc. sold substantially all of its employee benefits insurance agency business for $8 million.
The signing and closing occurred on September 23, 2026. Of the purchase price, $4.44 million was paid in cash, $3.10 million came as a secured promissory note, $300,000 was held back for indemnity and $161,729 for working capital.
Key numbers
| Metric | Latest | Change | Source |
|---|---|---|---|
| Purchase price | $8 million | SEC 8-K | |
| Cash paid at closing | $4.44 million | SEC 8-K | |
| Secured promissory note | $3.10 million | SEC 8-K | |
| Oak Street debt repayment | $2.18 million | SEC 8-K | |
| Aggregate earnout cap | up to $1 million | Asset Purchase Agreement |
Read more: Reliance Global Group (EZRA) stock analysis and investment case
Why it matters
OptimistFi's case is that the insurance agency base must fund the company. This filing weakens that case because Altruis sold substantially all of its employee benefits insurance agency business and used cash proceeds to repay debt.
The $2.18 million debt repayment was about 27.2% of the $8 million purchase price. The headline price is not all cash, because $3.10 million came as a secured promissory note, $300,000 was held back for indemnity and $161,729 was held back for working capital.
Altruis can also earn up to $1 million more only if future revenue growth reaches the filing's thresholds, and those earnouts are subordinated to the buyer's senior secured indebtedness.
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What's next
The secured promissory note matures on September 30, 2026, making payment then the next dated test in the filing.
The parties also said Altruis will continue to employ the six employees of the acquired business through October 31, 2026 on a cost reimbursement basis. After that, those employees are expected to transfer to the buyer.
The indemnity holdback is scheduled to release 12 months after closing, less properly asserted claims, and the working capital holdback stays in place until the adjustment is determined.
Payment of the note on time and any earned earnout would strengthen the cash outcome, while a missed note payment or no earnout would leave more value deferred.
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Sources
- SEC 8-K — Current report describing the asset sale, purchase price breakdown, debt repayment, note maturity and earnout terms.
- Asset Purchase Agreement — Exhibit setting the $8,000,000 purchase price and the contingent earnout schedule.
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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.
