Form SCHEDULE 13G RELIABILITY INC Filed by: DRESCHER REID H
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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RELIABILITY INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
03/20/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Reid H. Drescher | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,275,575.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Spencer Clarke Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,275,575.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Gateway Privileged Investing LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,275,575.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
RELIABILITY INC | |
| (b) | Address of issuer's principal executive offices:
22505 Gateway Center Drive, P.O. Box 71, Clarksburg, MD 20871. | |
| Item 2. | ||
| (a) | Name of person filing:
Reid H. Drescher; Spencer Clarke Management LLC; Gateway Privileged Investing LLC | |
| (b) | Address or principal business office or, if none, residence:
1801 N.E. 123rd St. Suite 314 North Miami, Florida 33181 | |
| (c) | Citizenship:
Reid H. Drescher: United States;
Spencer Clarke Management LLC: Delaware LLC;
Gateway Privileged Investing LLC: Delaware LLC | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
9,275,575 shares | |
| (b) | Percent of class:
19.86% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
700,000 | ||
| (ii) Shared power to vote or to direct the vote:
8,575,575 | ||
| (iii) Sole power to dispose or to direct the disposition of:
700,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
8,575,575
The percentage reported in Item 4(b) and Row 11 of the cover page is calculated based on 46,707,790 shares of Common Stock outstanding as of April 2, 2026, as reported by the Issuer in its Current Report on Form 8-K. The Reporting Persons did not acquire any shares of Common Stock in connection with the event described on the cover page of this Schedule 13G, and the number of shares of Common Stock beneficially owned by the Reporting Persons did not change as a result of such event. The Reporting Persons' beneficial ownership exceeded five percent of the outstanding Common Stock solely as a result of a reduction in the Issuer's outstanding shares of Common Stock pursuant to a Settlement Agreement and General Mutual Release dated February 16, 2026 between the Issuer and the Vivos Parties (as defined in the Issuer's Current Report on Form 8-K). On March 20, 2026, the Circuit Court for Montgomery County, Maryland granted the Issuer's motion to enter a consent judgment in connection with the Settlement Agreement, pursuant to which an aggregate of 253,292,210 shares of Common Stock were transferred from the Vivos Parties to the Issuer and are no longer outstanding. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities reported herein are held across multiple accounts, including:
Spencer Clarke Management LLC - 4,080,575 shares
Gateway Privileged Investing LLC - 4,495,000 shares
Reid H. Drescher Roth IRA (held at Fidelity; custodian: FMTC) - 700,000 shares
Reid H. Drescher controls the voting and dispositive power of the foregoing entities and directs investment decisions for the Roth IRA account, Gateway Privileged Investing LLC and Spencer Clarke Management LLC. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are not members of a "group" within the meaning of Section 13(d)(3) of the Exchange Act. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS
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