Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
From
time to time, the Company may become involved in lawsuits and legal proceedings arising in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse outcome could have a material effect on the Company’s business, financial
condition, or results of operations. Except as described below, the Company is not currently a party to any material legal proceedings.
Vivos
Arbitration and Related Matters
Beginning
in March 2020, the Company and its wholly owned subsidiary, The Maslow Media Group, Inc. (“MMG”), initiated legal actions
against certain former shareholders and related parties (collectively, the “Vivos Group”) arising from alleged violations
of the Merger agreement and defaults under related party debt obligations.
In
the fall of 2021, the parties agreed to binding arbitration. Proceedings commenced in February 2022. On August 31, 2022, the arbitrator
issued an award in favor of the Company and MMG. Supplemental awards were issued on May 17, 2023, October 10, 2023, and October 27, 2023
(collectively, the “Awards”).
Under
the Awards, MMG was granted recovery of the outstanding related party indebtedness, contractual interest, attorneys’ fees and expenses
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
common stock to the Company. The gross aggregate amount of the Awards on December 31, 2025 totaled approximately $8,808.
The
Company has recorded a portion of these amounts as receivables in its consolidated financial statements based on management’s assessment
of collectability. As of December 31, 2025, the recorded balance due from the Vivos Group was approximately $6,357. The difference between
the total Awards and the recorded receivable reflects amounts that have not been recognized due to collectability considerations.
On
December 29, 2023, the Circuit Court for Montgomery County, Maryland entered the Awards as judgments. The judgments became final on January
29, 2024 and remain enforceable.
In February 2026, the Company
entered into a settlement agreement with members of the Vivos Group providing for the transfer of an aggregate of 253,292,210 shares of
the Company’s common stock to the Company in satisfaction of amounts owed under the arbitration awards. The Company has filed a
motion with the Circuit Court for Montgomery County, Maryland seeking entry of a consent judgment to enforce the settlement and effectuate
the transfer of these shares through the Company’s transfer agent. As of the date of this filing, the transfer process has not yet
been completed.
The shares, once transferred,
are expected to be returned to the Company and treated as treasury shares.
ITEM
4. MINE SAFETY DISCLOSURE
Not
applicable.
14
PART
II
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