EX-99.1
Open exhibit ↗Current Report · Items 1.01, 8.01, 9.01 · 8-K
Reliability Incorporated
RLBYOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Other Events
Item 1.01. Entry into a Material Definitive Agreement As previously disclosed, on February 16, 2026, Reliability Incorporated (the “Company”) and certain related parties entered into a Settlement Agreement and General Mutual Release (the “Settlement Agreement”) to resolve outstanding disputes and arbitration matters involving, among others, Vivos Holdings, LLC and affiliated parties (collectively,…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement
As
previously disclosed, on February 16, 2026, Reliability Incorporated (the “Company”) and certain related parties entered
into a Settlement Agreement and General Mutual Release (the “Settlement Agreement”) to resolve outstanding disputes and arbitration
matters involving, among others, Vivos Holdings, LLC and affiliated parties (collectively, the “Vivos Parties”).
Pursuant
to the Settlement Agreement, the Vivos Parties agreed, among other things, to transfer shares of the Company’s common stock to
the Company.
Item
8.01. Other Events.
On
March 20, 2026, the Circuit Court for Montgomery County, Maryland granted the Company’s motion to enter a consent judgment (the
“Consent Judgment”), which was entered by the Clerk on April 2, 2026. The Consent Judgment was entered in connection with,
and as required by, the Settlement Agreement.
The
Consent Judgment follows disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025,
filed on March 31, 2026, which described the status of the underlying dispute and the anticipated resolution process.
Pursuant
to the Consent Judgment, an aggregate of 253,292,210 shares of the Company’s common stock were transferred to the Company
from the Vivos Parties.
On April 7, 2026 the Company was informed by Equiniti
Shareholder Services, LLC (“Equiniti”), the company’s transfer agent, that the transfers were completed and made effective
April 2,2026.
Upon
completion of the transfer, the shares were returned to the Company and are no longer outstanding. The Company’s authorized number
of shares of common stock was not affected. The reduction in outstanding shares increased the number of shares available for future issuance.
The Company’s transfer agent has reflected these shares as authorized but unissued shares, and not as treasury shares.
As of April 2,
2026, the Company has 46,707,790 shares of common stock outstanding.
As a result of the reduction in shares
outstanding, the relative ownership percentages of the Company’s existing stockholders will be materially affected,
and stockholders should take note of their potential filing obligations.
The Company
intends to call a meeting of shareholders later this year. The company has also amended and restated its Bylaws as of April 10th, 2026,
as provided in attached Exhibit 3.6. The only change made was to Section 1.1 removing an old principal office address and all prior
amendments have been restated and incorporated therein.