RELIABILITY INC 8-K

What Happened
Reliability Incorporated (RLBY) announced that, pursuant to a Settlement Agreement dated February 16, 2026 with Vivos Holdings, LLC and related parties, a Consent Judgment was entered by the Circuit Court for Montgomery County, Maryland and 253,292,210 shares of the company’s common stock were transferred back to the company. The Consent Judgment was granted March 20, 2026 and entered by the clerk on April 2, 2026; the company’s transfer agent, Equiniti, confirmed the transfers were completed and made effective April 2, 2026 (notified to the company April 7, 2026).

Key Details

• Settlement Agreement date: February 16, 2026; Consent Judgment granted March 20, 2026 and entered April 2, 2026.
• Shares transferred: 253,292,210 shares moved from the Vivos parties to the company and are no longer outstanding.
• Outstanding shares after transfer: 46,707,790 common shares outstanding as of April 2, 2026.
• Treatment of shares: Transfer agent reflected the returned shares as authorized but unissued (not as treasury), leaving the company’s authorized share count unchanged and increasing shares available for future issuance.
• Corporate housekeeping: The company amended and restated its Bylaws effective April 10, 2026 (Section 1.1 updated to remove an old principal office address).
• Company plans to call a shareholder meeting later in 2026.

Why It Matters
The large reduction in outstanding shares materially changes existing shareholders’ relative ownership percentages and could affect investor filing obligations (e.g., Schedules 13D/G or other reporting thresholds). It also increases the number of shares the company can issue in the future. Investors should note the dates and updated share counts, review their ownership percentages, and watch for the announced shareholder meeting for any proposals related to capital structure or share issuance.