Item 1. Legal Proceedings
Item
1. Legal Proceedings
A series of legal actions and hearings began in March 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.
On August 31, 2022, the arbitrator issued an award in favor of the Company and MMG, which included findings of fraud
damages. Supplemental 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.
The aggregate amount of the awards, including principal and interest, totals approximately $8,490 as of June 30,
2025, with interest continuing to accrue.
The May 17, 2023 award appointed a Receiver to collect the contract and fraud damages, including costs, expenses,
and fees.
On 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.
While a Receiver has been appointed to enforce these judgments, there 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.
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