37 unchanged sentences
OTHER INFORMATION.
+Added: Company utilizes multiple receivables-based financing arrangements to support working capital requirements.
+Added: These arrangements include
+Added: both (i) traditional factoring facilities and (ii) receivables purchase programs with financial institutions.
+Added: the Company’s factoring arrangements, accounts receivable are pledged as collateral and the transactions are accounted for as secured
+Added: borrowings, with proceeds recorded as liabilities until collection.
+Added: the Company’s receivables purchase programs, certain eligible receivables are sold to third-party financial institutions.
+Added: transactions are accounted for as sales of financial assets in accordance with applicable accounting guidance, as the Company has concluded
+Added: that the transfer of receivables meets the criteria for derecognition.
+Added: As a result, the receivables are removed from the balance sheet
+Added: at the time of transfer, and the Company recognizes a loss on sale representing the difference between the carrying value of the receivables
+Added: and the proceeds received.
+Added: Company’s ability to access these arrangements is dependent on the credit quality of its receivables and other customary conditions,
+Added: and any disruption or reduction in availability could adversely impact liquidity.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
−Removed: board of directors consists of four directors.
−Removed: Our board of directors has determined that the following directors are “independent”
−Removed: as defined under the rules of the OTC American:
−Removed: Hannah Bible, Louis Parks, and John Chanaud.
−Removed: On November 13, 2019, Hannah Bible was nominated
−Removed: and assumed the role of Chairperson.
−Removed: The authorized number of directors may be changed by resolution of our board of directors amending
−Removed: the applicable by-law provision.
−Removed: Vacancies on our board of directors can be filled by resolution of our board of directors.
+Added: Board of Directors currently consists of four directors.
+Added: The Board has determined that Hannah Bible, Louis Parks, and John Chanaud qualify
+Added: as independent directors under applicable SEC rules and the corporate governance standards of the OTC Markets.
+Added: Bible has served as
+Added: Chairwoman of the Board since November 13, 2019.
+Added: authorized number of directors may be changed by resolution of the Board of Directors in accordance with the Company’s bylaws.
+Added: Vacancies on the Board may be filled by resolution of the Board.
Leadership and Role in Risk Oversight
−Removed: of our board of directors are presided over by our chairperson of the board, Hannah Bible.
−Removed: Our board of directors believes that Hannah
−Removed: Bible is currently best situated to preside over meetings of our board of directors because of her familiarity with SEC regulations,
−Removed: board protocols, our staffing business and ability to effectively identify strategic priorities and lead the discussion and execution
−Removed: of our strategy.
−Removed: board of directors oversees the risk management activities designed and implemented by our management and executes its oversight responsibility
−Removed: for risk management directly.
−Removed: The full board of directors also considers specific risk topics, including risks associated with our strategic
−Removed: plan, business operations and capital structure.
−Removed: In addition, our board of directors receives detailed regular reports from members of
−Removed: our executive management who are also board members that include assessments of risk, exposures, and plans for mitigation.
−Removed: other board of directors’ committees also consider and address risk as they perform their respective committee responsibilities.
−Removed: All committees report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise
+Added: of the Board are presided over by the Chairwoman of the Board, Hannah Bible.
+Added: The Board believes Ms.
+Added: Bible is well-positioned to serve
+Added: in this role due to her familiarity with SEC and governance matters, Board processes, and the Company’s business and strategic
+Added: Board oversees the Company’s risk management processes, including risks relating to strategy, operations, financial reporting,
+Added: liquidity, capital structure, and legal and regulatory compliance.
+Added: The Board receives reports from management regarding significant risks
+Added: and management’s actions to monitor and mitigate those risks.
+Added: The Board’s committees also consider risk in connection with
+Added: their specific responsibilities and report material matters to the full Board as appropriate.
of the Board of Directors
−Removed: standing committees of our board of directors consist of an Audit Committee and a Compensation Committee.
−Removed: Each of the committees reports
−Removed: to our board of directors as they deem appropriate and as our board may request.
−Removed: The composition, duties and responsibilities of these
−Removed: committees are set forth below.
−Removed: Audit Committee is responsible for, among other matters:
−Removed: (1) appointing, retaining and evaluating our independent registered public accounting
−Removed: firm and approving all services to be performed by them;
−Removed: (2) overseeing our independent registered public accounting firm’s qualifications,
−Removed: independence and performance;
−Removed: (3) overseeing the financial reporting process and discussing with management and our independent registered
−Removed: public accounting firm the interim and annual financial statements that we file with the SEC;
−Removed: (4) reviewing and monitoring our accounting
−Removed: principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;
−Removed: (5) establishing
−Removed: procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters;
−Removed: (6) reviewing and approving related person transactions;
−Removed: and (7) overseeing the risk management process.
+Added: standing committees of our board of directors consist of an Audit Committee, Compensation Committee and a Nominating and Corporate Governance
+Added: Each committee reports to the Board as appropriate.
+Added: The composition, duties and responsibilities of these committees are set
+Added: Audit Committee is responsible for, among other things:
+Added: retaining, compensating, and evaluating the Company’s independent registered public
+Added: accounting firm;
+Added: the qualifications, independence, and performance of the independent registered public accounting
+Added: the Company’s financial reporting process and discussing with management and the independent
+Added: registered public accounting firm the Company’s interim and annual financial statements;
+Added: accounting principles, financial and accounting controls, and compliance with legal and regulatory
+Added: requirements;
+Added: procedures for the confidential submission of concerns regarding questionable accounting,
+Added: internal control, or auditing matters;
+Added: and approving related person transactions;
+Added: the Company’s risk management process as it relates to financial reporting and internal
Audit Committee consists of John Chanaud (Chairman), Hannah Bible, and Louis Parks.
−Removed: We believe that each qualifies as independent directors
−Removed: according to the rules and regulations of the SEC and OTC American with respect to audit committee membership.
−Removed: We also believe that Mr.
−Removed: Chanaud qualifies as our “audit committee financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation
−Removed: Our board of directors has adopted a written charter for the Audit Committee, which is available on our corporate website under
−Removed: the investor relations tab at www.maslowmedia.com.
−Removed: The information on our website is not part of this Annual Report on Form 10-K.
−Removed: Compensation Committee is responsible for, among other matters:
−Removed: (1) reviewing key team members compensation goals, policies, plans and
−Removed: (2) reviewing and approving the compensation of our directors and executive officers;
−Removed: and (3) reviewing and approving employment
−Removed: agreements and other similar arrangements between us and our executive officers.
−Removed: The Committee shall have the authority to delegate any
−Removed: of its responsibilities, along with the authority to act in relation to such responsibilities, to one or more subcommittees as the committee
−Removed: may deem appropriate in its sole discretion.
−Removed: The Compensation Committee may invite such members of management to its meetings as it deems
−Removed: However, the Compensation Committee meets regularly without such members present, and in all cases no officer may be present
−Removed: at meetings at which such officer’s compensation or performance is discussed or determined.
−Removed: The Committee has the authority, in
−Removed: its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of
−Removed: its duties and responsibilities.
−Removed: Neither the Compensation Committee nor management engaged a compensation consultant with respect to
+Added: The Board has determined that each member of the
+Added: Audit Committee is independent under applicable SEC rules and OTC Markets standards.
+Added: The Board has also determined that Mr.
+Added: Chanaud qualifies
+Added: as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
+Added: Board has adopted a written charter for the Audit Committee, which is available on the Company’s website under the investor relations
+Added: tab at www.maslowmedia.com.
+Added: Information on the Company’s website is not incorporated by reference into, and does not form a part
+Added: of, this Annual Report on Form 10-K.
+Added: Compensation Committee is responsible for, among other things:
+Added: compensation goals, policies, plans, and programs for key personnel;
+Added: and approving the compensation of directors and executive officers;
+Added: and approving employment agreements and similar arrangements with executive officers.
+Added: Compensation Committee may delegate responsibilities to one or more subcommittees as it deems appropriate and may retain advisors, including
+Added: compensation consultants, as necessary.
+Added: No executive officer may be present during deliberations or determinations regarding such officer’s
+Added: compensation.
Compensation Committee consists of Hannah Bible, Louis Parks, and John Chanaud.
−Removed: Our board of directors has adopted a written charter
−Removed: for the Compensation Committee.
+Added: Neither the Compensation Committee nor management engaged
+Added: a compensation consultant during fiscal 2025.
+Added: The Board has adopted a written charter for the Compensation Committee.
and Corporate Governance Committee
−Removed: Nominating and Corporate Governance Committee is charged with the responsibility of ensuring a corporate governance framework is in place
−Removed: and provides oversight and guidance thereof, while also attracting and securing top talent for leadership positions.
−Removed: Committee is responsible for the following Nomination activities;
−Removed: (1) review our policies and ensure they are equipped with clear selection
−Removed: (2) determine criteria for director and executive officer qualifications (3) recommend to the Board candidates for election
−Removed: by the Board to fill vacancies occurring on the Board or corporate officers;
−Removed: (4) Consider stockholders’ nominees in accordance
−Removed: with applicable rules and regulations and develop procedures regarding the nomination process as required by the federal securities laws
−Removed: and the rules and regulations of the SEC and Nasdaq;
−Removed: (5) Make recommendations to the Board concerning the selection criteria to be used
−Removed: by the Nominating and Corporate Governance Committee in seeking nominees for election to the Board;
−Removed: and (6) Assist in attracting qualified
−Removed: candidates to serve on the Board and interview and otherwise assist in the screening of such candidates
−Removed: Committee is responsible for the following Corporate Governance Matters:(1) Develop and recommend to the Board corporate governance guidelines
−Removed: applicable to the Company;
−Removed: (2) Review board size, composition, and structure;
−Removed: (3) oversee areas of authority, segregation of duties;
−Removed: checks and balances;
−Removed: political spending, diversity, corporate social responsibility, communications, proxy filings and other stakeholder
−Removed: (4) Review any issues relating to conflicts of interests and (in conjunction with the Audit Committee of the Board as necessary
−Removed: or appropriate) all related party transactions in accordance with SEC and Nasdaq requirements and report the same to the Board;
−Removed: perform annual board evaluations.
−Removed: board of directors may establish other committees, including a Strategic Advisory Committee, as it deems necessary or appropriate from
−Removed: time to time.
+Added: Nominating and Corporate Governance Committee is responsible for overseeing the Company’s corporate governance framework and assisting
+Added: the Board in identifying and evaluating qualified candidates for service as directors and executive officers.
+Added: responsibilities include, among other things:
+Added: criteria for director and executive officer qualifications;
+Added: and recommending candidates for election or appointment to the Board and executive offices;
+Added: stockholder nominees in accordance with applicable law and SEC rules;
+Added: corporate governance guidelines and practices;
+Added: Board size, composition, and structure;
+Added: governance matters, including conflicts of interest, Board evaluations, and related governance
+Added: governance-related matters to the Board, including related party transaction matters as appropriate
+Added: in coordination with the Audit Committee.
+Added: Nominating and Corporate Governance Committee consists of Louis Parks (Chairman), Hannah Bible, John Chanaud, and Nick Tsahalis.
+Added: board of directors may establish additional committees from time to time as it deems necessary or appropriate, including a Strategic
+Added: Advisory Committee.
Relationships
are no family relationships among any of our executive officers or any of our directors.
−Removed: Director and Chairwoman,
−Removed: Compensation Committee (Chair), Audit Committee, Nominating and Corporate Governance Committee
−Removed: Bible is a Director of the Company and has served in such capacity since April 25, 2014.
−Removed: Bible is currently Chief Legal Officer
−Removed: of Star Equity Holdings and was previously Vice President of Legal at Digirad Corporation (“DRAD”) from October 2019 to 2024.
−Removed: She has also served the subsidiaries of DRAD as Chief Financial Officer and in-house counsel to Lone Star Value Management, LLC (“Lone
−Removed: Star Value Mgmt.”), and VP-Finance to ATRM Holdings, Inc.
−Removed: since April 2019.
−Removed: Bible has over 15 years of combined legal and accounting
−Removed: experience across a variety of industries.
−Removed: From May 2016 through August 2017 Ms.
−Removed: Bible served on the board of Crossroads Systems, Inc.
−Removed: CRDS, now OTC:
−Removed: CRSS), a data storage company.
−Removed: Prior to joining Lone Star Value Mgmt.
−Removed: in June 2014, Ms.
−Removed: Bible was the Director
−Removed: of Finance/CFO at Trinity Church in Greenwich, CT.
−Removed: From October 2011 to December 2012 and served as a legal advisor to RRMS Advisors,
−Removed: a company providing advisory and due diligence services to banking and other institutions with high-risk assets.
−Removed: From June 2009 to December
−Removed: Bible advised family fund and institutional clients of International Consulting Group, Inc., and its affiliates within the
−Removed: Middle East on matters of security, corporate governance, and U.S.
−Removed: legal compliance.
−Removed: From 2006 to 2008, Ms.
−Removed: Bible served within the U.N.
−Removed: General Assembly as a diplomatic advisor to the Asian-African Legal Consultative Organization, a permanent observer mission to the United
−Removed: Bible has also taught as an Adjunct Professor at Thomas Jefferson School of Law, within the International Tax and Financial
−Removed: Services program.
−Removed: Prior to this Ms.
−Removed: Bible held various accounting positions with Samaritan’s Purse, a large $300MM+ 501(c)(3) organization
−Removed: dedicated to emergency relief and serving the poor worldwide.
−Removed: Previously, Ms.
−Removed: Bible served as a director of AMRH Holdings, Inc.
−Removed: Spatializer Audio Laboratories).
−Removed: Bible earned an LLM in Tax from New York University School of Law, a JD with honors from St.
−Removed: University School of Law, and a BBA in Accounting from Middle Tennessee State University.
−Removed: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee (Chair)
−Removed: Parks is Managing Member at Tyro Capital Management LLC, a New York City-based equity hedge fund, serving as the firm’s COO
−Removed: Parks has spent over 30 years on Wall Street in various capacities of senior management.
−Removed: His responsibilities have included
−Removed: overseeing large workforces, managing risk, equity trading, implementing compliance and ethics protocols, client interface, marketing,
−Removed: and revenue production.
−Removed: In addition, he is an investor who focuses on deploying capital and providing expertise to small companies both
−Removed: independently and through his partnership stake in Metropolitan Business Funding, LLC.
−Removed: Parks was previously Senior Managing Director,
−Removed: Head of Equities at CL King & Associates as well as Senior Managing Director, Head of Equity Trading at Raymond James Financial.
−Removed: Parks began his career as an institutional equity sales trader covering both domestic and international accounts for Morgan Stanley
−Removed: & Company, Sanford C.
−Removed: Bernstein & Company, and Merrill Lynch & Company.
−Removed: Parks holds Master of Business Administration and Master of Arts degrees from Columbia University, as well as Bachelor of Arts degrees
−Removed: from Columbia University, magna cum laude, Phi Beta Kappa, and New York University, cum laude.
−Removed: In 2000, he established the Louis A.
−Removed: Fellowship in Classics at the Graduate School of Arts & Sciences at Columbia University to provide scholarship funding to graduate
−Removed: students studying ancient Greek & Roman history, language, and culture.
−Removed: Parks serves as a director on both for-profit and non-profit boards.
−Removed: Audit Committee (Chair), Compensation Committee, Nominating and Corp Governance Committee
−Removed: Chanaud is Vice President and Chief Financial Officer of The Bernstein Companies (TBC), an 85-year-old Washington, DC based real estate
−Removed: development, management, and investment firm where his primary responsibility is financial oversight and planning for the Company, its
−Removed: subsidiaries, and operating divisions.
−Removed: TBC invests in, develops, and operates multi-family properties, office buildings, hotels, and
−Removed: mixed-use projects, as well as operates a structured finance division managing tax credit investments across the country.
−Removed: time as VP & CFO the Company has had direct ownership interest in projects totaling over $3B, both through institutional investment
−Removed: funds and its own private portfolio.
−Removed: In addition, TBC’s structured finance division has directed another $2B+ in investments nationwide.
−Removed: Prior to joining TBC in 1997, Mr.
−Removed: Chanaud served for over 10 years as a Certified Public Accountant with a regional CPA firm.
+Added: and Executive Officers
+Added: following table sets forth the name, age, and current position of the Company’s directors and executive officers:
+Added: Chief Executive Officer and Director
+Added: Financial Officer and Secretary
+Added: of the Board and Director
+Added: Bible has served as a director of the Company since April 2014 and as Chairwoman of the Board since November 2019.
+Added: Bible currently
+Added: serves as Chief Legal Officer of Star Equity Holdings and previously served as Vice President of Legal at Digirad Corporation from October
+Added: 2019 to 2024.
+Added: She has also served in finance and legal leadership roles with subsidiaries and affiliates of Lone Star Value Management,
+Added: LLC and ATRM Holdings, Inc.
+Added: Bible has over 15 years of legal, accounting, and corporate governance experience across a range of industries.
+Added: The Board believes Ms.
+Added: Bible’s legal, tax, accounting, governance, and board experience qualifies her to serve as a director and
+Added: Chairwoman of the Board.
+Added: Parks has served as a director of the Company since August 2020.
+Added: Parks is also a board member at Star Equity Holdings and is Managing Member of Tyro Capital Management LLC, a New
+Added: York-based equity hedge fund, where he serves as Chief Operating Officer and Chief Financial Officer.
+Added: He has more than 30 years of Wall
+Added: Street experience in senior management roles, including oversight of trading, risk, compliance, client relations, and operations.
+Added: Parks previously held senior positions at CL King & Associates and Raymond James Financial and began his career with Morgan Stanley,
+Added: Bernstein, and Merrill Lynch.
+Added: The Board believes Mr.
+Added: Parks’ extensive financial markets, operating, and governance experience
+Added: qualifies him to serve as a director.
+Added: Chanaud has served as a director of the Company since October 2020.
+Added: Chanaud is Vice President and Chief Financial Officer of The
+Added: Bernstein Companies, a Washington, D.C.-based real estate development, management, and investment firm.
+Added: He has held that position since
+Added: 1997 and is responsible for financial oversight and planning across the company, its subsidiaries, and operating divisions.
+Added: joining The Bernstein Companies, Mr.
+Added: Chanaud spent more than ten years as a Certified Public Accountant with a regional CPA firm.
is a member of the American Institute of Certified Public Accountants and the Maryland Association of CPAs.
−Removed: He is a 1986 graduate of
−Removed: Towson University with a BS degree in accounting.
−Removed: Nominating and Corp Governance Committee
−Removed: Tsahalis began serving as President and Chief Executive Officer of Maslow Media Group Inc.
−Removed: in December 2016, after serving as CFO starting
−Removed: in October 2015.
−Removed: Tsahalis was instrumental in leading Maslow Media to the finish line to close on the Reverse Merger with Reliability,
−Removed: being named Director and President of Reliability upon conclusion of reverse merger on October 29, 2019.
−Removed: Prior to joining Maslow Media
−Removed: Group, Inc., Mr.
−Removed: Tsahalis was the CFO of Recycled Green Industries, a wholesale organic recycling company that procured materials through
−Removed: its commercial and residential land clearing division and through contracts with local government yard waste recycling facilities.
−Removed: Green was positioned for sale to Harvest Garden Pro, a national consumer products business that sold similar organic materials through
−Removed: relationships with national home retailers, Lowe’s, and Home Depot.
−Removed: Tsahalis was the CFO of Atlantic Video, a video production
−Removed: company that produced multiple shows for ESPN in both Washington, D.C., and New York City.
−Removed: Additional experiences include the creative
−Removed: staffing industry, hotel industry and waste management.
−Removed: He has over 22 years of experience as an operational leader, covering accounting
−Removed: and finance, IT, Human Resources, and business development.
−Removed: board of directors appoints our executive officers and updates the executive officer positions as needed throughout the fiscal year.
−Removed: Each executive officer serves at the behest of our board of directors and until their successors are appointed, or until the earlier
−Removed: of their death, resignation, or removal.
−Removed: following table sets forth certain information with respect to our executive officers as of the date of this Annual Report:
−Removed: Nick Tsahalis
−Removed: President and Chief Executive Officer
−Removed: Chief Financial Officer and Secretary
−Removed: Company is establishing a Code of Business Ethics and Corporate Conduct (the “Code of Conduct”) and expects to have the Code
−Removed: of Conduct approved in May 2024.
−Removed: Upon approval, the Company will file a Current Report on Form 8-K containing the Code of Conduct and
−Removed: it will also make the Code of Conduct available on our website at www.maslowmedia.com.
−Removed: If we amend or grant a waiver of one or more of
−Removed: the provisions of our Code of Business Ethics and Corporate Conduct, we intend to satisfy the requirements under Item 5.05 of Item 8-K
−Removed: regarding the disclosure of amendments to or waivers from provisions of our Code of Conduct that apply to our principal executive, financial
−Removed: and accounting officers by posting the required information on our website at the above address.
−Removed: Our website is not part of this Annual
−Removed: Report on Form 10-K.
+Added: The Board believes Mr.
+Added: accounting and financial reporting expertise qualifies him to serve as a director and as Chair of the Audit Committee.
+Added: Tsahalis serves as President, Chief Executive Officer, and a member of the Board of Directors of Maslow Media Group.
+Added: He has served as
+Added: President and a director since October 2019 and became Chief Executive Officer in September 2022.
+Added: Tsahalis leads the company’s
+Added: strategy, operations, and financial performance across its national workforce management and production services platform.
+Added: Group provides Employer of Record services, contingent staffing, direct hire recruitment, managed services, and video production solutions
+Added: to enterprise clients.
+Added: Tsahalis previously served as President and Chief Executive Officer of Maslow Media Group, Inc.
+Added: in December 2016, after joining the company as Chief Financial Officer in October 2015.
+Added: He strengthened the company’s financial
+Added: infrastructure and supported its operational growth.
+Added: Prior to Maslow Media Group, Mr.
+Added: Tsahalis held senior financial leadership roles
+Added: across several industries, including organic recycling, media production, hospitality, staffing, and waste management.
+Added: He brings more
+Added: than 25 years of operational leadership experience spanning finance, accounting, information technology, human resources, and business
+Added: The Board believes Mr.
+Added: Tsahalis’ operating leadership and industry experience qualify him to serve as a director.
+Added: Speck has served as Chief Financial Officer and Secretary of the Company since October 2019.
+Added: Speck has more than 30 years of experience
+Added: in finance, accounting, internal audit, compliance, and financial reporting, including leadership roles involving public company reporting,
+Added: financial oversight, internal controls, SEC compliance, and strategic financial management.
+Added: Prior to joining the Company, Mr.
+Added: senior leadership positions at CPA Global, a global intellectual property management company, including as Chief Financial Officer of
+Added: its North America operations and later as Chief Compliance Officer and Head of Internal Audit for its global organization, overseeing
+Added: governance, compliance, and internal audit functions across operations spanning 14 countries on five continents.
+Added: CPA Global was a private
+Added: equity owned enterprise with more than $1 billion in revenue, and Mr.
+Added: Speck played a key role in two significant capital transactions
+Added: during his tenure.
+Added: The Board believes that Mr.
+Added: Speck’s extensive experience in financial management, governance, and public company
+Added: reporting provides valuable leadership for the Company and supports its compliance with public company reporting obligations.
+Added: Code of Ethics
+Added: The Company has adopted a Code of Business Ethics and Corporate Conduct
+Added: applicable to its principal executive officer, principal financial officer, or persons performing similar functions.
+Added: The Code is filed
+Added: as an exhibit (14.1) to this Annual Report and is available on the Company’s website at www.rlby.com .
+Added: Insider Trading Policies and Procedures
+Added: The Company has adopted insider trading policies and procedures governing
+Added: the purchase, sale, and other dispositions of the Company’s securities by directors, officers, employees, and the Company itself.
+Added: These policies and procedures are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations,
+Added: including those relating to material nonpublic information.
+Added: The Company’s
+Added: Insider Trading Policy is filed as an exhibit (19.1) to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
4 unchanged sentences
this section, the term “named executive officer” is intended to refer to the individuals identified above.
−Removed: During Fiscal
−Removed: 2024, we had only two named executive officers, each of whom is set forth above.
+Added: During 2025, we had only two named executive officers, each of whom is set forth above.
Compensation Table
−Removed: following table presents compensation information for our named executive officers with respect to Fiscal 2024 and 2023.
−Removed: These structures
−Removed: are based on Maslow agreements with Vivos Holdings when Vivos Holdings owned Maslow before the Merger.
−Removed: Name and Principal Position
−Removed: Stock Awards ($)
−Removed: Option Awards ($)
−Removed: Non-equity incentive plan compensation ($)
−Removed: Non-qualified deferred compensation earnings ($)
−Removed: All Other Compensation ($) ***
+Added: following table presents compensation information for our named executive officers with respect to 2025 and 2024 The compensation
+Added: arrangements for the Company’s named executive officers are based on employment agreements approved by the Company’s Board
+Added: of Directors in September 2021.
+Added: Non-qualified
Nick Tsahalis
1 unchanged sentence
Executive Officer
−Removed: Mark Speck Chief Financial Officer and
−Removed: represents the annualized contracted salary of the executive and not the earned salary over the fiscal year.
+Added: Mark Speck Chief Financial
+Added: represents the annualized contracted salary of the executive officer and not the actual salary earned during the fiscal year.
amounts for 2024 have been deferred.
−Removed: Compensation Committee has authority to pay a discretionary portion up to 50% of the executive
−Removed: officer’s base salary.
−Removed: car allowance and premium subsidy for medical benefits.
−Removed: Audit Committee
−Removed: Compensation Committee
−Removed: Nominating & Governance Committee
−Removed: Chairperson of the Board
+Added: The Compensation Committee may award discretionary bonuses, generally not exceeding 50%
+Added: of base salary.
+Added: car allowance and Company paid or Company subsidized medical benefit premiums.
with Executive Officers
−Removed: The President and Chief Executive Officer and the Chief Financial Officer of the Company have employment agreements with Maslow.
+Added: Company has employment agreements with Nick Tsahalis, the Company’s President and Chief Executive Officer, and Mark Speck, the
+Added: Company’s Chief Financial Officer and Secretary.
+Added: These agreements provide for base salary, eligibility for discretionary bonuses,
+Added: participation in employee benefit programs, and reimbursement of reasonable business expenses, and contain customary termination and
+Added: severance provisions.
+Added: following table summarizes compensation payable to the Company’s non-management directors for fiscal 2025:
forth below is a summary of the components of compensation payable to our non-management directors.
2 unchanged sentences
lodging and meal expenses.
−Removed: Each director who is also not an officer of Reliability is also entitled to quarterly payments of $5 for their
−Removed: service on our board of directors which remain unpaid to date.
−Removed: Currently there is no additional compensation for committee’s chaired
−Removed: or for presiding as chairperson of the board, due to cash constraints and unavailability of equity compensation.
+Added: Each director, who is also not an officer of Reliability is also entitled to quarterly payments of $5 for
+Added: their service on our board of directors.
+Added: Currently there is no additional compensation for committee’s chaired or for presiding
+Added: as chairperson of the board, due to cash constraints and unavailability of equity compensation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
following table sets forth information regarding the beneficial ownership of Company Common Stock as of March 28, 2026 by:
−Removed: person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of Company
+Added: person, or group of affiliated persons, known by the Company to beneficially own more than 5% of our outstanding shares of Company
Common Stock;
−Removed: of our named executive officers and directors;
−Removed: our executive officers and directors as a group.
−Removed: stockholder’s percentage ownership is based on 300,000,000 shares of Company Common Stock outstanding as of March 31, 2025.
−Removed: ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
−Removed: Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares
−Removed: of our capital shown as beneficially owned, subject to applicable community property laws.
−Removed: number and percentage of shares beneficially owned by a person includes shares that may be acquired by such person within 60 days of
−Removed: March 31, 2025, through the exercise of vested options or warrants, while these shares are not counted as outstanding for computing the
−Removed: percentage ownership of any other person.
−Removed: as otherwise set forth below, the address of the persons below is c/o Reliability, 22505 Gateway Center Drive, P.O.
−Removed: Box 71 Clarksburg,
−Removed: Directly Owned
+Added: of our directors and executive officers;
+Added: executive officers and directors as a group.
+Added: ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power
+Added: with respect to the securities.
+Added: Except as otherwise indicated, each person or entity named in the table has sole voting and investment
+Added: power with respect to all shares of our capital stock shown as beneficially owned, subject to applicable community property laws.
Officers and Directors
−Removed: Mark Speck, 22505 Gateway Center Drive, P.O.
+Added: Mark Speck, 22505 Gateway Center
Box 71, Clarksburg, MD 20871
3,276,052 (1)
−Removed: Nick Tsahalis, 22505 Gateway Center Drive, P.O.
+Added: Nick Tsahalis, 22505 Gateway Center Drive,
Box 71, Clarksburg, MD 20871
−Removed: All directors and executive officers as a group (2 persons)
+Added: All directors and executive
+Added: officers as a group (2 persons)
5% Holders (6)
43 unchanged sentences
the husband of Mrs.
−Removed: or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to Arbitrate
−Removed: and Demand for Arbitration to the Respondents:
−Removed: Janumpally (individually
−Removed: and in her capacity as trustee of Judos Trust);
−Removed: Kalyan Pathuri (individually in his capacity
−Removed: as trustee of Igly Trust) and Federal Systems (the “Respondents”).
−Removed: The Arbitration
−Removed: alleged that certain of the Respondents breached the Merger Agreement providing for the Merger
−Removed: of MMG into a subsidiary of Reliability, in a number of significant respects and potentially
−Removed: committed fraud in connection with the Merger.
+Added: or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to Arbitrate and Demand for Arbitration to the
+Added: Janumpally (individually and in her capacity as trustee of Judos Trust);
+Added: Kalyan Pathuri
+Added: (individually in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”).
+Added: The Arbitration alleged
+Added: that certain of the Respondents breached the Merger Agreement providing for the Merger of MMG into a subsidiary of Reliability, in
+Added: a number of significant respects and potentially committed fraud in connection with the Merger.
August 31, 2022, the arbitrator issued an award (the “Award”) with the Company and MMG prevailing on their claims.
8 unchanged sentences
May 17, 2023.
−Removed: Company was awarded damages which when exercised will require relinquishment of $1,000 of shares as set forth within the Merger Agreement,
−Removed: which is primarily in whole or in part shares of Company Common Stock received by the Respondents in connection with the Merger.
−Removed: 5% holders listed above, although considered affiliates, do not actively participate in the management and policies of the Company.
−Removed: Executive Officers, Promoters, and Control Persons
−Removed: following table sets forth the name and position of our current executive officers and directors.
−Removed: Nick Tsahalis (1)
−Removed: President and Director
−Removed: Mark Speck (2), (6)
−Removed: Chief Financial Officer, Secretary
−Removed: Hannah Bible (3), (4)
−Removed: Chairwoman of the Board, Director
−Removed: Louis Parks (5)
−Removed: John Chanaud (7)
−Removed: October 29, 2019, Nick Tsahalis was appointed as President of the Company.
−Removed: On October 30, 2019, Mr.
−Removed: Tsahalis was appointed as a director
−Removed: of the Company.
−Removed: In September 2022, Nick Tsahalis was appointed CEO of the Company.
−Removed: October 29, 2019, Mark Speck was appointed as Chief Financial Officer, Secretary, and as a director of the Company.
−Removed: April 25, 2014, Hannah Bible was appointed as a director of the Company.
−Removed: November 13, 2019, Hannah Bible, was appointed Chairwoman of the board.
−Removed: August 10, 2020, Louis Parks was appointed director of the Company.
−Removed: October 7, 2020, Mark Speck voluntarily resigned as Director.
−Removed: October 7, 2020, John Chanaud was appointed director of the Company
+Added: described in Notes 10, 12 and 15 to the consolidated financial statements, 253,292,210 shares of the Company’s common stock
+Added: currently held by members of the Vivos Group are subject to arbitration awards and a subsequent settlement agreement requiring the
+Added: transfer of those shares to the Company.
+Added: As of the date of this Annual Report, the transfer of those shares has not yet been
+Added: completed through the Company’s transfer agent and the shares remain outstanding pending completion of the transfer
+Added: to the arbitration awards and related proceedings, the subject shares are not entitled to vote and may not be voted at any meeting
+Added: of the Company’s stockholders.
+Added: Upon completion of the transfer process, the shares are expected will be returned to the
+Added: Company and recorded as treasury shares.
+Added: 5% holders listed above, although considered affiliates, do not actively participate in the management or policies of the Company.
Compensation Plans
1 unchanged sentence
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
+Added: Historically,
+Added: the Company had related-party balances with the “Vivos Group,” arising from loans and other transactions entered into in
+Added: connection with the Company’s prior ownership structure and related financing arrangements.
+Added: Certain of these matters were subsequently
+Added: disputed and became the subject of arbitration proceedings, as described in Item 3:
+Added: Legal Proceedings and were resolved through a settlement
+Added: agreement entered into in February 2026.
on Review and Approval of Transactions with Related Persons
−Removed: board of directors is currently primarily responsible for developing and implementing processes and controls to obtain information from
−Removed: our directors, executive officers, and significant stockholders regarding related-person transactions and then determining, based on
−Removed: the facts and circumstances, whether we or a related person has a direct or indirect material interest in these transactions.
−Removed: Committee is responsible for the review, approval, and ratification of “related-person transactions” between us and any related
−Removed: Under SEC rules, a related person is a director, executive officer, nominee for director or beneficial holder of more than of
−Removed: 5% of any class of our voting securities or an immediate family member of any of the foregoing.
−Removed: In the course of its review and approval
−Removed: or ratification of a related-person transaction, the Audit Committee will consider:
+Added: Board of Directors has established processes and controls to obtain information from our directors, executive officers, and significant
+Added: stockholders regarding related-person transactions and to determine whether a related person has a direct or indirect material interest
+Added: in such transactions.
+Added: Our Audit Committee is responsible for the review, approval, and ratification of related-person transactions between
+Added: the Company and any related person.
+Added: SEC rules, a related person is a director, executive officer, nominee for director, or beneficial owner of more than 5% of any class
+Added: of our voting securities, or an immediate family member of any of the foregoing.
+Added: the course of its review and approval or ratification of a related-person transaction, the Audit Committee will consider:
nature of the related person’s interest in the transaction;
8 unchanged sentences
presence of a quorum at a meeting of the committee that considers the transaction.
+Added: Person Transactions
+Added: The Company has engaged in transactions
+Added: and arrangements with the “Vivos Group,” including notes receivable, legal proceedings, and settlement-related activities.
+Added: These matters are described in Notes 10, 12 and 15, to the consolidated financial statements and in Item 3.
+Added: Legal Proceedings.
+Added: These transactions primarily
+Added: relate to legacy arrangements and subsequent legal proceedings and have been accounted for in accordance with applicable accounting guidance.
+Added: Company evaluates the independence of its directors based on the applicable SEC rules and the standards of the OTC Markets.
+Added: The Board has determined that Hannah Bible, Louis Parks and John Chanaud qualify as independent
+Added: directors under applicable standards.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
4 unchanged sentences
All Other Fees
−Removed: fees consist principally of fees for the audit of our consolidated financial statements, review of our interim consolidated financial
+Added: fees consist principally of fees for the audit of our consolidated financial statements;
+Added: review of our interim consolidated financial
statements and audit services related to our acquisitions.
1 unchanged sentence
of Labor filings.
−Removed: Audit Committee appointed RJI as our independent registered public accounting firm for Fiscal 2024 and RJI has served in this capacity
+Added: Committee Pre-Approval Policies and Procedures
+Added: Audit Committee is responsible for the appointment, compensation, and oversight of the Company’s independent registered public
+Added: accounting firm.
+Added: The Audit Committee has established policies and procedures for the pre-approval of all audit and permissible non-audit
+Added: services performed by the independent auditor.
+Added: these policies, all services to be provided by the independent auditor must be pre-approved by the Audit Committee, either (i) specifically
+Added: prior to the engagement or (ii) pursuant to pre-approved categories of services.
+Added: The Audit Committee may delegate pre-approval authority
+Added: to one or more of its members, provided that any such approvals are presented to the full Audit Committee at its next scheduled meeting.
+Added: audit and non-audit services performed by the independent auditor during the fiscal years ended December 31, 2025 and 2024 were pre-approved
+Added: in accordance with these policies and procedures.
+Added: Audit Committee appointed RJI as our independent registered public accounting firm for 2025 and RJI has served in this capacity
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
22 unchanged sentences
following Exhibits are filed with this Annual Report on Form 10-K:
−Removed: Merger Agreement, by and among Reliability, R-M Merger Sub, Inc., Jeffrey Eberwein, The Maslow Media Group, Inc., and Naveen Doki, and Silvija Valleru (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2019).
−Removed: Statement of Merger as filed with the Secretary of State of the State of Virginia on October 29, 2019 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Restated Articles of Incorporation (with amendment) (incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 1995).
−Removed: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2016).
−Removed: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2014).
−Removed: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2014).
−Removed: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.03 of the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2013).
−Removed: Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2004).
−Removed: Amended Bylaws (incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2007).
−Removed: Intercompany Promissory Note dated November 15, 2016, between Maslow (as Lender) and Vivos Holdings, LLC (as Borrower) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Intercompany Promissory Note dated November 15, 2017, between Maslow (as Lender) and Vivos Real Estate, LLC (as Borrower) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Settlement Agreement dated October 25, 2018, between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default of Future Receivables Sales Agreement with Kinetic Direct Funders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019) .
−Removed: Amendment to Settlement Agreement dated April 10, 2019, between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default of Future Receivables Sales Agreement with Kinetic Direct Funding LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Settlement Agreement dated December 10, 2018, by and among Maslow, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Naveen Doki, Silvija Valleru, and CC Business Solutions, a division of Credit Cash NJ, LLC, in relation to Accounts Receivable Advance Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Settlement Agreement dated January 24, 2019, between Maslow, Vivos Holdings, LLC, and Advantage Capital Funding in relation to default of July 5, 2018, Purchase and Sale of Future Receipts Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Factoring and Security Agreement dated November 4, 2016, between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: First Amendment to Factoring and Security Agreement dated January 5th, 2018, between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Second Amendment to Factoring and Security Agreement dated March 30th, 2018, between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Securities Purchase Agreement dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
−Removed: (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Convertible Promissory Note dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
−Removed: (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Warrant Agreement dated June dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
−Removed: (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Securities Purchase Agreement dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Convertible Promissory Note dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Warrant Agreement dated June dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Securities Purchase Agreement dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Convertible Promissory Note dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Warrant Agreement dated June dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Professional Services Agreement dated May 11, 2017, between Maslow and AT&T Services, Inc.
−Removed: (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Commercial Lease Agreement dated December 19, 2017, between Maslow and Vivos Real Estate, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Personal Guaranty dated June 12, 2019, between Maslow and Naveen Doki (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Debt Conversion Agreement by and among Reliability Incorporated and Lone Star Value Investors, LP (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Debt Conversion Agreement by and among Reliability Incorporated and Lone Star Value Co-Invest I, LP (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Form of Piggyback Registration Rights Agreement by and among Reliability and certain Investors (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Form of Lock Up Agreement by and between Reliability and certain Holders (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Secured Promissory Note dated September 5, 2019, between Maslow (as Noteholder) and Vivos Holdings, LLC (as Debtor) (incorporated by reference to Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Igly Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Judos Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Shirisha Janumpally Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated October 28, 2019, by and among Maslow Media Group, Inc., Naveen Doki, Silvija Valleru, Shirisha Janumpally, Kalyan Pathuri and Federal Systems (incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
−Removed: Subsidiaries of the Registrant.
−Removed: Certification of CEO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
−Removed: Certification of CFO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
−Removed: Certifications of CEO and CFO pursuant to 18 U.S.C.
+Added: Agreement, by and among Reliability, R-M Merger Sub, Inc., Jeffrey Eberwein, The Maslow Media Group, Inc., and Naveen Doki, and Silvija
+Added: Valleru (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September
+Added: of Merger as filed with the Secretary of State of the State of Virginia on October 29, 2019 (incorporated by reference to Exhibit
+Added: 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Articles of Incorporation (with amendment) (incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form
+Added: 10-Q filed with the SEC on August 11, 1995).
+Added: of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Quarterly Report on Form
+Added: 10-Q filed with the SEC on November 14, 2016).
+Added: of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form
+Added: 8-K filed with the SEC on January 31, 2014).
+Added: of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 5.03 of the Company’s Current Report on Form
+Added: 8-K filed with the SEC on May 1, 2014).
+Added: of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.03 of the Company’s Current Report on Form
+Added: 8-K filed with the SEC on October 3, 2013).
+Added: Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 17,
+Added: Bylaws (incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 6,
+Added: Promissory Note dated November 15, 2016, between Maslow (as Lender) and Vivos Holdings, LLC (as Borrower) (incorporated by reference
+Added: to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Promissory Note dated November 15, 2017, between Maslow (as Lender) and Vivos Real Estate, LLC (as Borrower) (incorporated by reference
+Added: to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Agreement dated October 25, 2018, between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default of Future Receivables
+Added: Sales Agreement with Kinetic Direct Funders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form
+Added: 8-K filed with the SEC on October 30, 2019).
+Added: to Settlement Agreement dated April 10, 2019, between Maslow, Vivos Holdings, Silvija Valleru Naveen Doki in relation to default
+Added: of Future Receivables Sales Agreement with Kinetic Direct Funding LLC (incorporated by reference to Exhibit 10.4 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Agreement dated December 10, 2018, by and among Maslow, Vivos Holdings, LLC, Vivos Acquisitions, LLC, Naveen Doki, Silvija Valleru,
+Added: and CC Business Solutions, a division of Credit Cash NJ, LLC, in relation to Accounts Receivable Advance Agreement (incorporated
+Added: by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Agreement dated January 24, 2019, between Maslow, Vivos Holdings, LLC, and Advantage Capital Funding in relation to default of July
+Added: 5, 2018, Purchase and Sale of Future Receipts Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current
+Added: Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: and Security Agreement dated November 4, 2016, between Maslow and Advance Business Capital LLC (d/b/a Triumph Business Capital) (incorporated
+Added: by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Amendment to Factoring and Security Agreement dated January 5th, 2018, between Maslow and Advance Business Capital LLC (d/b/a Triumph
+Added: Business Capital) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC
+Added: on October 30, 2019).
+Added: Amendment to Factoring and Security Agreement dated March 30th, 2018, between Maslow and Advance Business Capital LLC (d/b/a Triumph
+Added: Business Capital) (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC
+Added: on October 30, 2019).
+Added: Purchase Agreement dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
+Added: (incorporated by reference to Exhibit 10.10
+Added: to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Promissory Note dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
+Added: (incorporated by reference to Exhibit 10.11 to
+Added: the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Agreement dated June dated June 27, 2019, between Maslow and Hawkeye Enterprises, Inc.
+Added: (incorporated by reference to Exhibit 10.12
+Added: to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Purchase Agreement dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.13 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Promissory Note dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.14 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Agreement dated June dated June 31, 2019, between Maslow and Mark Speck (incorporated by reference to Exhibit 10.15 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Purchase Agreement dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.16 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Promissory Note dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.17 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Agreement dated June dated July 31, 2019, between Maslow and Nick Tsahalis (incorporated by reference to Exhibit 10.18 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Services Agreement dated May 11, 2017, between Maslow and AT&T Services, Inc.
+Added: (incorporated by reference to Exhibit 10.19 to
+Added: the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Lease Agreement dated December 19, 2017, between Maslow and Vivos Real Estate, LLC (incorporated by reference to Exhibit 10.20 to
+Added: the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Guaranty dated June 12, 2019, between Maslow and Naveen Doki (incorporated by reference to Exhibit 10.21 to the Company’s Current
+Added: Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Conversion Agreement by and among Reliability Incorporated and Lone Star Value Investors, LP (incorporated by reference to Exhibit
+Added: 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Conversion Agreement by and among Reliability Incorporated and Lone Star Value Co-Invest I, LP (incorporated by reference to Exhibit
+Added: 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: of Piggyback Registration Rights Agreement by and among Reliability and certain Investors (incorporated by reference to Exhibit 10.24
+Added: to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: of Lock Up Agreement by and between Reliability and certain Holders (incorporated by reference to Exhibit 10.25 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Promissory Note dated September 5, 2019, between Maslow (as Noteholder) and Vivos Holdings, LLC (as Debtor) (incorporated by reference
+Added: to Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.27 to the Company’s Current
+Added: Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Trust Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.28 to the Company’s Current
+Added: Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Janumpally Joinder to Merger Agreement dated October 22, 2019 (incorporated by reference to Exhibit 10.29 to the Company’s
+Added: Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated October 28, 2019, by and among Maslow Media
+Added: Group, Inc., Naveen Doki, Silvija Valleru, Shirisha Janumpally, Kalyan Pathuri and Federal Systems (incorporated by reference to
+Added: Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).
+Added: Code of Business Ethics and Corporate Conduct
+Added: Insider Trading Policy
+Added: of the Registrant.
+Added: Certification
+Added: of CEO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
+Added: Certification
+Added: of CFO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
+Added: Certifications
+Added: of CEO and CFO pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
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.