LEGAL PROCEEDINGS
−Removed: From time to time, we may
−Removed: become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
−Removed: However, litigation is subject
−Removed: to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business.
−Removed: as set forth below, we are not aware of any such legal proceedings or claims against the Company.
−Removed: A series of legal actions and hearings took place
−Removed: starting in March of 2020 with the Vivos Group over Merger agreement violations and Vivos Group debt obligations.
−Removed: Arbitration was agreed
−Removed: to in the fall of 2021 by both the Vivos Group and MMG with the proceedings commencing in February 2022.
+Added: time to time, the Company may become involved in lawsuits and legal proceedings arising in the ordinary course of business.
+Added: is subject to inherent uncertainties, and an adverse outcome could have a material effect on the Company’s business, financial
+Added: condition, or results of operations.
+Added: Except as described below, the Company is not currently a party to any material legal proceedings.
+Added: Arbitration and Related Matters
+Added: in March 2020, the Company and its wholly owned subsidiary, The Maslow Media Group, Inc.
+Added: (“MMG”), initiated legal actions
+Added: against certain former shareholders and related parties (collectively, the “Vivos Group”) arising from alleged violations
+Added: of the Merger agreement and defaults under related party debt obligations.
+Added: the fall of 2021, the parties agreed to binding arbitration.
+Added: Proceedings commenced in February 2022.
On August 31, 2022, the arbitrator
−Removed: issued the Award with the Company and MMG prevailing on their claims.
−Removed: The awards included citing of fraud damages.
−Removed: Supplemental awards
−Removed: were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023.
−Removed: Summarily, MMG was awarded the totals of
−Removed: all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $1,209, and
−Removed: 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
−Removed: The aggregate amount of the Awards totaled $7,710.
−Removed: The May 17, 2023 award also
−Removed: appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses, and fees provided
−Removed: in the awards.
−Removed: On December 29, 2023, the Circuit Court for Montgomery
−Removed: County, Maryland signed orders entering all three arbitration awards as judgments in Reliability’s case against the Vivos Group.
−Removed: These orders became final on January 29, 2024, when the appeal period expired for the defendants.
−Removed: The judgments are good for 12 years
−Removed: and can be enrolled in other states.
−Removed: The following represents
−Removed: legal proceedings where Vivos Group borrowings impact MMG:
−Removed: In September 2022, MMG learned that a Vivos IT, LLC
−Removed: lawsuit against SWC in May 2019 included MMG as a plaintiff.
−Removed: The lawsuit related to a debt restructuring services agreement secured by
−Removed: Suresh Doki, Naveen Doki, and Silvija Valleru to assist the following then-owned Vivos entities:
−Removed: Maslow Media Group, Inc., Health Care
−Removed: Resources Network, Inc., Mettler & Michael, Inc., 360 IT Professionals, Inc., and US IT Solutions, Inc.
−Removed: SWC countersued all plaintiffs
−Removed: on September 30, 2019 seeking to collect the balance of $403 not paid by the Vivos Group.
−Removed: This was not disclosed to Maslow management
−Removed: or to Reliability before the Merger which closed on October 29, 2019.
−Removed: Maslow’s counsel filed a motion to include all original parties
−Removed: to the SWC agreement, as two of the original parties were not in the original filings.
−Removed: On December 18, 2024, MMG and other original parties
−Removed: settled with Second Wind Consultants.
−Removed: MMG’s portion was $10.
+Added: issued an award in favor of the Company and MMG.
+Added: Supplemental awards were issued on May 17, 2023, October 10, 2023, and October 27, 2023
+Added: (collectively, the “Awards”).
+Added: the Awards, MMG was granted recovery of the outstanding related party indebtedness, contractual interest, attorneys’ fees and expenses
+Added: of approximately $1,209, and fraud damages of $1,000, which were to be satisfied in part through the transfer of shares of the Company’s
+Added: common stock to the Company.
+Added: The gross aggregate amount of the Awards on December 31, 2025 totaled approximately $8,808.
+Added: Company has recorded a portion of these amounts as receivables in its consolidated financial statements based on management’s assessment
+Added: of collectability.
+Added: As of December 31, 2025, the recorded balance due from the Vivos Group was approximately $6,357.
+Added: The difference between
+Added: the total Awards and the recorded receivable reflects amounts that have not been recognized due to collectability considerations.
+Added: December 29, 2023, the Circuit Court for Montgomery County, Maryland entered the Awards as judgments.
+Added: The judgments became final on January
+Added: 29, 2024 and remain enforceable.
+Added: In February 2026, the Company
+Added: entered into a settlement agreement with members of the Vivos Group providing for the transfer of an aggregate of 253,292,210 shares of
+Added: the Company’s common stock to the Company in satisfaction of amounts owed under the arbitration awards.
+Added: The Company has filed a
+Added: motion with the Circuit Court for Montgomery County, Maryland seeking entry of a consent judgment to enforce the settlement and effectuate
+Added: the transfer of these shares through the Company’s transfer agent.
+Added: As of the date of this filing, the transfer process has not yet
+Added: been completed.
+Added: The shares, once transferred,
+Added: are expected to be returned to the Company and treated as treasury shares.
MINE SAFETY DISCLOSURE
−Removed: Not applicable.
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.