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RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

 

During June 2026, an officer advanced a board approved $110 to the Company for working capital purposes. The advance is unsecured, bears interest at the prime interest rate per annum, and matures within 90 days. The amount remained outstanding as of June 30, 2026 and is included in Notes payable, current on the accompanying condensed consolidated balance sheet.

 

Former Related Party Relationship

 

Prior to and following the October 29, 2019 merger, members of the Vivos Group were majority shareholders of the Company and were considered related parties. Upon completion of the settlement and share transfer described below, the Vivos Group ceased to hold an ownership interest in the Company and was no longer considered a related party as of June 30, 2026.

 

Related Party Notes Receivable

 

Amounts due from the Vivos Group arose from acquisition-related borrowings and advances made prior to the October 29, 2019 merger. These borrowings consisted primarily of promissory notes and related advances associated with the Maslow Media acquisition structure.

 

Following arbitration proceedings concluded in 2022 and supplemental awards issued in 2023, the outstanding balances, together with accrued interest and related obligations, were incorporated into the final arbitration awards and related court judgments.

 

The amount due from members of the Vivos Group was $6,357 as of December 31, 2025. Including interest recognized through the settlement date, the carrying amount satisfied through the April 2, 2026 share transfer was $6,422. Accordingly, no related-party notes receivable remained outstanding as of June 30, 2026.

 

Settlement and Share Transfer

 

On February 16, 2026, the Company entered into a settlement agreement with the Vivos Group pursuant to which members of the Vivos Group agreed to transfer to the Company shares of the Company’s common stock in settlement of the outstanding judgments and related obligations.

 

On 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 were completed and effective as of April 2, 2026.

 

As a result of the settlement and share transfer completed effective April 2, 2026, obligations owed by the Vivos Group, including amounts previously reflected as related-party notes receivable, were satisfied in full. The Company derecognized the $6,422 carrying amount of the notes receivable and recognized treasury stock in the same amount. The transaction was noncash. Following completion of the transaction, the Vivos Group no longer held an ownership interest in the Company and ceased to be considered a related party, and the transferred shares were no longer outstanding.

 

 

RELIABILITY INCORPORATED AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(amounts in thousands, except share data and per share data)