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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report: January 2, 2026
(Date
of earliest event reported)
RELIABILITY
INCORPORATED
(Exact
name of registrant as specified in its charter)
| Texas |
|
000-07092 |
|
75-0868913 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2505
Gateway Center Drive
P.O. Box 71
Clarksburg,
MD 20871
(Address
of principal executive offices, including zip code)
(202)
965-1100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, no par value |
|
RLBY |
|
OTC
Pink |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
On
December 26, 2025, Reliability Incorporated (the “Company”) received the Arbitrator’s Opinion and Supplemental Award
Regarding Proposed Conclusions of the Receiver (the “Supplemental Award”) in the arbitration matter involving Vivos Group,
Inc.
The
Supplemental Award adopts and affirms the Receiver’s Proposed Conclusions, with certain clarifications and modifications, and provides
additional directives relating to the enforcement and administration of prior arbitration awards.
The
Supplemental Award:
| ● | Affirms
the Receiver’s findings and recommendations regarding the administration and enforcement
of prior arbitration awards; |
| ● | Imposes
a constructive trust over certain shares of the Company’s common stock held by specified
third parties, restricting the transfer, voting, or other disposition of such shares pending
further court action; |
| ● | Directs
the Company’s transfer agent to effect the transfer of specified shares of the Company’s
common stock to the Company in accordance with the arbitration awards; |
| ● | Authorizes
the Company to pursue recoupment and collection actions, including through judicial proceedings,
against certain parties and assets to satisfy outstanding award balances; and |
| ● | Confirms
that the Company may proceed independently of the Receiver in enforcing and collecting amounts
owed under the arbitration awards. |
| ● | Certain
aspects of the Supplemental Award contemplate further judicial proceedings to effect enforcement
and recovery; however, the Award materially affirms and clarifies the Company’s rights
and remedies under the arbitration rulings. |
| ● | The
Company is currently evaluating the Supplemental Award and intends to take appropriate actions
to enforce its rights thereunder, including pursuing any required court filings and transfer
agent actions. |
The
Supplemental Award directs the transfer of a substantial number of the Company’s common shares to the Company, subject to further
enforcement and transfer agent actions. The Supplemental Award may be challenged in Maryland State Court, and the Company intends
to move promptly for a court order confirming the Supplemental Award.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations regarding enforcement,
recovery, and future proceedings related to the arbitration awards. Actual results may differ materially due to risks and uncertainties,
including the outcome of judicial proceedings and enforcement actions. The Company undertakes no obligation to update forward-looking
statements except as required by law.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. |
|
Description |
| 99.1 |
|
Arbitrator’s Opinion and Supplemental Award Regarding Proposed Conclusions of the Receiver (filed herewith) |
| 104 |
|
Cover Page Interactive Data (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
RELIABILITY
INCORPORATED |
| |
|
|
| |
By: |
/s/
Nick Tsahalis |
| |
|
Nick
Tsahalis
President
and Chief Executive Officer |
| |
|
|
| Date:
January 2, 2026 |
|
|