Reliability Incorporated (OTC: RLBY) removes 253M shares, reshaping ownership
Rhea-AI Filing Summary
Reliability Incorporated significantly reduced its common shares outstanding after a consent judgment implementing a prior settlement with the Vivos Parties. Pursuant to the judgment, 253,292,210 shares of common stock were transferred back to the company and are no longer outstanding, effective April 2, 2026. Authorized shares were unchanged, and the returned shares are classified as authorized but unissued rather than treasury stock. As of April 2, 2026, 46,707,790 common shares remain outstanding, materially changing existing shareholders’ ownership percentages and potential reporting obligations. The company also amended and restated its bylaws to update its principal office address.
Positive
- Massive share reduction: 253,292,210 common shares were returned to Reliability Incorporated and are no longer outstanding, leaving 46,707,790 shares outstanding and materially increasing remaining shareholders’ ownership percentages.
- Capital structure flexibility preserved: The returned shares are classified as authorized but unissued, not treasury stock, keeping the authorized share count intact for potential future issuances.
Negative
- None.
Insights
RLBY cancels over 253M shares, sharply boosting remaining holders’ stakes.
Reliability Incorporated completed a court-approved consent judgment tied to a prior settlement with the Vivos Parties, resulting in 253,292,210 common shares being transferred back to the company and removed from shares outstanding.
This leaves 46,707,790 shares outstanding as of April 2, 2026, with the same authorized share count. The transfer agent records the returned shares as authorized but unissued, not treasury stock, which preserves flexibility for future issuances while eliminating those shares from current dilution.
The filing notes that existing shareholders’ relative ownership percentages are now materially affected, which can trigger beneficial ownership reporting thresholds for some investors. The company also restated its bylaws with a limited update to the principal office address, without changing substantive governance terms.
8-K Event Classification
Key Figures
Key Terms
Consent Judgment regulatory
Settlement Agreement and General Mutual Release regulatory
Emerging growth company regulatory
Amended and Restated Bylaws regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on February 16, 2026, Reliability Incorporated (the “Company”) and certain related parties entered into a Settlement Agreement and General Mutual Release (the “Settlement Agreement”) to resolve outstanding disputes and arbitration matters involving, among others, Vivos Holdings, LLC and affiliated parties (collectively, the “Vivos Parties”).
Pursuant to the Settlement Agreement, the Vivos Parties agreed, among other things, to transfer shares of the Company’s common stock to the Company.
Item 8.01. Other Events.
On March 20, 2026, the Circuit Court for Montgomery County, Maryland granted the Company’s motion to enter a consent judgment (the “Consent Judgment”), which was entered by the Clerk on April 2, 2026. The Consent Judgment was entered in connection with, and as required by, the Settlement Agreement.
The Consent Judgment follows disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 31, 2026, which described the status of the underlying dispute and the anticipated resolution process.
Pursuant to the Consent Judgment, an aggregate of 253,292,210 shares of the Company’s common stock were transferred to the Company from the Vivos Parties.
On April 7, 2026 the Company was informed by Equiniti Shareholder Services, LLC (“Equiniti”), the company’s transfer agent, that the transfers were completed and made effective April 2,2026.
Upon completion of the transfer, the shares were returned to the Company and are no longer outstanding. The Company’s authorized number of shares of common stock was not affected. The reduction in outstanding shares increased the number of shares available for future issuance. The Company’s transfer agent has reflected these shares as authorized but unissued shares, and not as treasury shares.
As of April 2, 2026, the Company has 46,707,790 shares of common stock outstanding.
As a result of the reduction in shares outstanding, the relative ownership percentages of the Company’s existing stockholders will be materially affected, and stockholders should take note of their potential filing obligations.
The Company intends to call a meeting of shareholders later this year. The company has also amended and restated its Bylaws as of April 10th, 2026, as provided in attached Exhibit 3.6. The only change made was to Section 1.1 removing an old principal office address and all prior amendments have been restated and incorporated therein.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Consent Judgment entered by the Circuit Court for Montgomery County, Maryland | |
| 3.6 | Amended and Restated Bylaws of Reliability Incorporated effective April 10, 2026. | |
| 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: April 10, 2026
Exhibit
FAQ
What did Reliability Incorporated (RLBY) announce in this 8-K filing?
Reliability Incorporated reported a court-approved consent judgment linked to a prior settlement with the Vivos Parties. As part of this resolution, 253,292,210 common shares were transferred back to the company, materially reducing shares outstanding and altering existing shareholders’ relative ownership stakes.
What bylaw change did Reliability Incorporated (RLBY) report?
The company amended and restated its bylaws effective April 10, 2026. The filing explains that the only change was to Section 1.1, updating an old principal office address, while all prior amendments were restated and incorporated without altering substantive governance provisions.