What changed in this filing

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Item 1. Legal Proceedings

2026-05-20 compared with 2025-11-14 · 31 added, 24 removed, 1 unchanged (98% of the section changed)

Legal Proceedings

series of legal actions and hearings began in February 2020 involving the Vivos Group in connection with alleged merger agreement violations

and undisclosed debt obligations.

In the fall of 2021, the Company’s subsidiary, MMG, and the Vivos Group agreed to resolve the

disputes through arbitration, with proceedings commencing in February 2022.

August 31, 2022, the arbitrator issued an award in favor of the Company and MMG, which included findings of fraud damages.

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

In total, MMG was awarded:

All notes receivable from

the Vivos Group for its borrowings,

Contracted interest,

Attorneys’ fees and

expenses of $1,209, and

Contract damages of $1,000,

to be satisfied by the transfer of the Vivos Group’s shares of the Company’s common stock equal in value to $1,000.

aggregate amount of the awards, including principal and interest, totals approximately $8,649 as of September 30, 2025, with interest

continuing to accrue.

May 17, 2023 award appointed a Receiver to collect the contract and fraud damages, including costs, expenses, and fees.

December 29, 2023, the Circuit Court for Montgomery County, Maryland entered all three arbitration awards as final judgments in favor

of the Company.

These judgments became final on January 29, 2024, upon expiration of the appeal period, and are enforceable for 12 years

and may be enrolled in other states.

October 24, 2025, a non-evidentiary hearing was held in Bethesda, Maryland regarding the Receiver’s proposed order.

Issuance of a written ruling from the arbitrator is expected in 2025.

can be no assurance as to the timing or amount of any recovery, or whether such recovery will be in cash, equity, or other assets.

time to time, the Company may become involved in lawsuits and legal proceedings arising in the ordinary course of business.

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.

Arbitration and Related Matters

in March 2020, the Company and its wholly owned subsidiary, 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.

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 subsequently issued on May 17, 2023, October

10, 2023, and October 27, 2023 (collectively, the “Awards”).

the Awards, MMG was granted recovery of outstanding related party indebtedness, contractual interest, attorneys’ fees and expenses

of approximately $1,209, and fraud damages of $1,000, portions of which were to be satisfied through the transfer of shares of the Company’s

common stock to the Company.

The gross aggregate amount of the Awards totaled approximately $8,887 as of December 31, 2025.

December 29, 2023, the Circuit Court for Montgomery County, Maryland entered the Awards as judgments.

The judgments became final on January

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 awards.

difference between the aggregate Awards and the recorded receivable reflects amounts not recognized due to collectability

considerations.

As of March 31, 2026, the recorded balance due from the Vivos Group was approximately $6,422 compared to aggregate Awards totaling approximately $8,887.

Effective April 2, 2026, pursuant to a consent judgment entered by

the Circuit Court for Montgomery County, Maryland, an aggregate of 253,292,210 shares of the Company’s common stock were transferred

to the Company.

On April 7, 2026, the Company was notified by Equiniti Shareholder Services, LLC, its transfer agent, that the transfers

had been completed effective April 2, 2026.

Following the transfer, the shares were no longer outstanding.

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-Q

Item 1. Legal Proceedings