What changed in this filing

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Item 3. Legal Proceedings

2024-04-01 compared with 2023-03-31 · 30 added, 82 removed, 6 unchanged (95% of the section changed)

4 unchanged sentences

Except as set forth below, we are not aware of any such legal proceedings or claims against the Company.

or about February 25, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against

Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Mr.

Naveen Doki, to enforce Maslow’s rights under certain promissory notes

and a personal guarantee made by the defendants.

August 9, 2021, Reliability filed an additional claim in the Debt Collection Suit and Vivos Default Counterclaim in the Circuit Court

of Montgomery County, Maryland against Doki, Valleru, Pathuri, Janumpally, Igly, and Judos, that the Respondents breached the Merger

Agreement in a number of significant respects and committed fraud in connection with the Merger.

September 7, 2021, the Company entered in Arbitration and Tolling Agreements with alleged shareholder Naveen Doki, M.D., and his affiliates

and all other persons who were parties to the pending litigation previously reported in the Texas, New York and Maryland courts and before

the American Arbitration Association.

The Agreements call for the stay or dismissal of the pending litigation, with the parties agreeing

to resolve their disputes before a single arbitrator in Maryland.

The parties also agreed to maintain the status quo in corporate governance

and related matters pending a final non-appealable judgment confirming any award in arbitration.

The parties also signed a Tolling Agreement

to toll the statute of limitations following the dismissal of a pending litigation.

August 2, 2022, VREH filed for Chapter 11 Bankruptcy Protection in the District Court of Maryland.

This action prevented the Arbitrator

from providing any ruling relating to Note II in the arbitration case at the time of his award.

August 24 , 2022, the Company filed a motion to stay the VREH Bankruptcy filing to allow the Arbitrator to rule on the claims

against VREH.

The motion to lift the stay was granted by the court on September 16, 2022, after the initial award by the Arbitrator.

August 31, 2022, the Arbitrator issued an award (the “Award”) with the Company with MMG prevailing on their claims.

and MMG were awarded the following:

award in favor of MMG against Vivos under Note I (as defined in the Award) in the amount of $3,458, with interest thereon from June

30, 2022, at the rate of 4.5% per year;

award as to Note II (as defined in the Award) until and at such time as the automatic stay imposed by the United States Bankruptcy

Court as a result of the filing of a petition in bankruptcy by VREH is lifted or the bankruptcy proceeding is terminated;

award in favor of MMG against Vivos under Note III (as defined in the Award) in the amount of $800, with interest thereon from June

30, 2022, at the rate of 2.5% per year, plus collection costs, including reasonable attorneys’ fees, incurred in the effort

to collect Note III;

award in favor of MMG against Naveen under the Personal Guaranty (as defined in the Award) in the amount of $2,309, plus interest

thereon at the rate of 6% per year from the date of the Award;

award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee

of Igly Trust, jointly and severally, for contract damages of $1,000, to be satisfied by the transfer of their shares of the Company

common stock to the Company equal in value to $1,000, valued as of the date of the Award, in accordance with the provisions of Section

9.06(d) of the Merger Agreement;

award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee

of Igly Trust, jointly and severally, for fraud damages in the amount of $4,327, plus interest thereon at the rate of 6% per year

from the date of the Award, together with any out-of-pocket fees and expenses, including attorneys’ and accountants’

award appointing a rehabilitative receiver for the Company under the deadlock situation provisions of Section 11.404(a)(1)(B) of

the Texas Business Organizations Code, the primary function of which is to collect the contract and fraud damages, including costs,

expenses and fees provided in the Award, due to the Company, with matters regarding such receivership to be set forth in a supplemental

relief in favor of the Company and its officers and directors.

11.404(a)(1)(B) of the Texas Business Organizations Code provides for the appointment of a rehabilitative receiver when “the governing

persons of the entity are deadlocked in the management of the entity’s affairs, the owners or members of the entity are unable

to break the deadlock, and irreparable injury to the entity is being suffered or is threatened because of the deadlock.” With respect

to the receivership, the owners or holders of all of the shares of common stock of the Company received as a result of the conversion

of 1,600 shares of common stock of MMG owed by Naveen and Valleru under the Merger Agreement shall not be entitled to vote any of those

shares at any annual or special meeting of the shareholders of the Company during the period of the receivership.

Upon the completion

of the receiver’s primary function of collecting damages due to the Company, the receivership shall terminate and the restrictions

on the rights of the shareholders of the Company imposed by the Award shall be lifted.

parties to the Arbitration filed their requests related to the Supplemental Award and the assignment of a Receiver to the Arbitrator

on November 23, 2022.

The Company does not have a definitive date by which it will receive the supplemental award identified in the Arbitration

Award dated August 31, 2022, but hopes it will be received before the end of the second quarter 2023.

following legal proceedings where Vivos Group borrowings impacting MMG:

August 2, 2022, VREH filed for Chapter 11 Bankruptcy in the U.S.

Bankruptcy Court for the District of Maryland.

The Automatic stay imposed

by bankruptcy law prevented the Arbitrator from providing any ruling relating to Note II in the arbitration case at the time of his award.

August 24 , 2022, the Company filed a motion to modify the automatic stay in the VREH Bankruptcy case filing to allow the Arbitrator

to rule on the Company’s claims against VREH.

The Court granted the motion to modify the stay on September 16, 2022, after the

initial award by the Arbitrator.

The parties submitted material for clarification of the Award on March 7, 2023, and March 20, 2023,

which included proposed language for an award to be entered against VREH, in light of the bankruptcy court order lifting the stay.

September 2022 MMG learned that Vivos IT, LLC lawsuit against Second Wind Consultants (“SWC”) in May 2019 included MMG as

The lawsuit brought claims of Fraud in the inducement, unjust enrichment and other monetary claims against SWC.

The 5 parties

suing SWC, included Vivos IT, LLC, Maslow Media Group, Suresh Venkat Doki, Naveen Doki and Silvija Valleru The lawsuit related to a debt

restructuring services agreement secured by Suresh Doki, Naveen Doki and Silvija Valleru to assist the following then owned Vivos entities:

Maslow Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc.

and US IT Solutions,

Inc., SWC countersued all plaintiffs on September 30th, 2019 seeking to collect the balance of $403 not paid by the Vivos Group.

This was not disclosed to Maslow Management or to Reliability before the Merger closed on October 29, 2019.

has retained Counsel and has filed a motion to include all original parties to the SWC agreement, as two of the original parties were

not in the original filings (HCRN & Media Solutions).

Counsel for SWC requested an extension to the deadline to respond to this motion

but has failed to respond before the extension deadline received.

The motion is currently being considered by the court.

series of legal actions and hearings took place starting in March of 2020 with the Vivos Group over Merger agreement violations and Vivos

Group debt obligations.

Arbitration was agreed to in the fall of 2021 by both the Vivos Group and MMG with the proceedings commencing

in February 2022.

August 31, 2022, the arbitrator issued the Award with the Company and MMG prevailing on their claims.

The awards included citing of fraud

Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023.

MMG was awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees

and expenses of $1,209, and a contract damage of $1,000, to be satisfied by the transfer of their shares of the Company Common Stock to

the Company equal in value to $1,000.

The aggregate amount of the Awards totaled $7,710.

May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses,

and fees provided in the awards.

December 29, 2023, the Circuit Court for Montgomery County, Maryland signed orders entering all three arbitration awards as judgments

in Reliability’s case against the Vivos Group.

These orders became final on January 29, 2024, when the appeal period expired for

the defendants.

The judgments are good for 12 years and can be enrolled in other states.

Reliability has collectible judgments which

the Receiver is now eligible to pursue.

following represents legal proceedings where Vivos Group borrowings impact MMG:

September 2022, MMG learned that a Vivos IT, LLC lawsuit against SWC in May 2019 included MMG as a plaintiff.

The lawsuit related to

a debt restructuring services agreement secured by Suresh Doki, Naveen Doki, and Silvija Valleru to assist the following then-owned Vivos

Maslow Media Group, Inc., Health Care Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc., and

US IT Solutions, Inc.

SWC countersued all plaintiffs on September 30, 2019 seeking to collect the balance of $403 not paid by the Vivos

This was not disclosed to Maslow management or to Reliability before the Merger which closed on October 29, 2019.

counsel filed a motion to include all original parties to the SWC agreement, as two of the original parties were not in the original

SWC filed a motion for summary judgment and Maslow responded on March 18, 2024 opposing the motion.

MINE SAFETY DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings