8-K
NON INVASIVE MONITORING SYSTEMS INC /FL/ (NIMU)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 2, 2026
Non-InvasiveMonitoring Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
NON INVASIVE MONITORING SYSTEMS INC /FL/
| Florida | 000-13176 | 59-2007840 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
4400Biscayne Blvd., Suite 180, Miami, Florida 33137
(Address of Principal Executive Offices) (Zip Code)
(305)575-4200
(Registrant’s Telephone Number, Including Area Code)
N/A
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 on each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.01 per share | NIMU | OTC<br> 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. ☐
Item1.01 Entry into a Material Definitive Agreement.
See Item 2.03.
Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
ThirdAmendment to 2021 Frost Gamma Investments Trust Promissory Note
On January 5, 2026, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into the Third Amendment to that certain Promissory Note dated October 4, 2021 in the principal amount of $75,000.00 with Frost Gamma Investments Trust (the “2021 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the 2021 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the 2021 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Third Amendment to the 2021 Frost Gamma Note and does not purport to be complete. Please refer to the Third Amendment to the 2021 Frost Gamma Note, which is attached as Exhibit 10.1 for its full terms.
ThirdAmendment to 2021 Hsiao Promissory Note
On January 5, 2026, NIMS entered into the Third Amendment to that certain Promissory Note dated October 4, 2021 in the principal amount of $75,000.00 with Dr. Jane Hsiao (the “2021 Hsiao Note”), NIMS’ Chairman of the Board and Interim Chief Executive Officer and a beneficial owner in excess of 10% of our common stock. The maturity date on the 2021 Hsiao Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the 2021 Hsiao Note were amended.
The foregoing is only a brief summary of the Third Amendment to the 2021 Hsiao Note and does not purport to be complete. Please refer to the Third Amendment to the 2021 Hsiao Note, which is attached as Exhibit 10.2 for its full terms.
ThirdAmendment to 2022 Frost Gamma Investments Trust Promissory Note
On January 5, 2026, NIMS entered into the Third Amendment to that certain Promissory Note dated September 16, 2022 in the principal amount of $75,000.00 with Frost Gamma Investments Trust (the “2022 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the 2022 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the 2022 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Third Amendment to the 2022 Frost Gamma Note and does not purport to be complete. Please refer to the Third Amendment to the 2022 Frost Gamma Note, which is attached as Exhibit 10.3 for its full terms.
ThirdAmendment to 2022 Hsiao Promissory Note
On January 5, 2026, NIMS entered into the Third Amendment to that certain Promissory Note dated September 16, 2022 in the principal amount of $75,000.00 with Dr. Jane Hsiao (the “2022 Hsiao Note”), NIMS’ Chairman of the Board and Interim Chief Executive Officer and a beneficial owner in excess of 10% of our common stock. The maturity date on the 2022 Hsiao Note was amended December 31, 2025 until June 30, 2026. No other provisions of the 2022 Hsiao Note were amended.
The foregoing is only a brief summary of the Third Amendment to the 2022 Hsiao Note and does not purport to be complete. Please refer to the Third Amendment to the 2022 Hsiao Note, which is attached as Exhibit 10.4 for its full terms.
SecondAmendment to 2023 Frost Gamma Investments Trust Promissory Note
On January 5, 2026, NIMS entered into the Second Amendment to that certain Promissory Note dated August 15, 2023 in the principal amount of $200,000.00 with Frost Gamma Investments Trust (the “2023 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the 2023 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the 2023 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2023 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the 2023 Frost Gamma Note, which is attached as Exhibit 10.5 for its full terms.
SecondAmendment to September 2024 Frost Gamma Investments Trust Promissory Note
On January 5, 2026, NIMS entered into the Second Amendment to that certain Promissory Note dated September 25, 2024 in the principal amount of $25,000.00 with Frost Gamma Investments Trust (the “September 2024 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the September 2024 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the September 2024 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the September 2024 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the September 2024 Frost Gamma Note, which is attached as Exhibit 10.6 for its full terms.
SecondAmendment to October 2024 Frost Gamma Investments Trust Promissory Note
On January 5, 2026, NIMS entered into the Second Amendment to that certain Promissory Note dated October 23, 2024 in the principal amount of $30,000.00 with Frost Gamma Investments Trust (the “October 2024 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the October 2024 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the October 2024 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the October 2024 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the October 2024 Frost Gamma Note, which is attached as Exhibit 10.7 for its full terms.
SecondAmendment to January 2025 Frost Gamma Investments Trust Promissory Note
On January 5, 2026, NIMS entered into the Second Amendment to that certain Promissory Note dated January 23, 2025 in the principal amount of $40,000.00 with Frost Gamma Investments Trust (the “January 2025 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the January 2025 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the January 2025 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the January 2025 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the January 2025 Frost Gamma Note, which is attached as Exhibit 10.8 for its full terms.
FirstAmendment to August 2025 Frost Gamma Investments Trust Promissory Note
On January 5, 2026, NIMS entered into the First Amendment to that certain Promissory Note dated August 27, 2025 in the principal amount of $25,000.00 with Frost Gamma Investments Trust (the “August 2025 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the August 2025 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the August 2025 Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the August 2025 Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the August 2025 Frost Gamma Note, which is attached as Exhibit 10.9 for its full terms.
PromissoryNoted dated January 2, 2026 in the Amount of $100,000.
On January 2, 2026, NIMS entered into a Promissory Note in the principal amount of $100,000.00 with Frost Gamma Investments Trust (the “2026 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2026 Frost Gamma Note is 11% per annum, payable on the maturity date of June 30, 2026. The 2026 Frost Gamma Note may be prepaid in advance of the June 30, 2026 maturity date without penalty.
The foregoing is only a brief summary of some of the terms of the 2026 Frost Gamma Note and does not purport to be complete. Please refer to the 2026 Frost Gamma Note, which is attached as Exhibit 10.10 for its full terms.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| Non-Invasive<br> Monitoring Systems, Inc. | ||
|---|---|---|
| January 7, 2026 | By: | /s/ James J. Martin |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer |
Exhibit 10.1
THIRD AMENDMENT TO Promissory note
THIStHIRD Amendment (THE “THIRD AMENDMENT”) DATED january 5, 2026, shall amend the Promissory note datedAS OF OCTOBER 4, 2021 (THE “NOTE”) and amended on august 15, 2023 (THE “fIRSTaMENDMENT”) AND jULY 25, 2025 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”)AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on October 4, 2021 and which was amended by the First Amendment and Second Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Third Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
1. Section 1 of the Note is hereby amended and restated in its entirety as follows:
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
- GoverningLaw. This Third Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3. **Amendments.**Except as expressly amended hereby, the Note, the First Amendment and Second Amendment shall remain unmodified and in full force and effect.
4. EntireAgreement. This Third Amendment, the Second Amendment, the First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5. Interpretation. Any capitalized terms used in this Third Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts. This Third Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this Third Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/<br> James J. Martin |
| Name: | James<br> J. Martin |
| Title: | Chief<br> Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| FROST GAMMA INVESTMENTS TRUST | |
| By: | /s/<br> Phillip Frost |
| Name: | Phillip<br>Frost, M.D. |
| Title: | Trustee |
Exhibit 10.2
THIRD AMENDMENT TO Promissory note
THIStHIRD Amendment (THE “THIRD AMENDMENT”)DATED january 5, 2026, shall amend the Promissory note dated AS OF OCTOBER 4, 2021 (THE“NOTE”) and amended on august 15, 2023 (THE “fIRST aMENDMENT”) AND jULY25, 2025 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND Janehsiao (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on October 4, 2021 and which was amended by the First Amendment and Second Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Third Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
1. Section 1 of the Note is hereby amended and restated in its entirety as follows:
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2.Governing Law. This Third Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3. **Amendments.**Except as expressly amended hereby, the Note, the First Amendment and Second Amendment shall remain unmodified and in full force and effect.
4. EntireAgreement. This Third Amendment, the Second Amendment, the First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5. Interpretation. Any capitalized terms used in this Third Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts. This Third Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this Third Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/<br> James J. Martin |
| Name: | James<br> J. Martin |
| Title: | Chief<br> Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| By: | /s/<br> Jane Hsiao |
| Name: | Jane<br> Hsiao, Ph.D. |
Exhibit10.3
THIRD AMENDMENT TO Promissory note
THIStHIRD Amendment (THE “THIRD AMENDMENT”)DATED january 5, 2026, shall amend the Promissory note dated AS OF september 16, 2022 (THE“NOTE”) and amended on august 15, 2023 (THE “fIRST aMENDMENT”) AND jULY25, 2025 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROSTGAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 16, 2022 and which was amended by the First Amendment and Second Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Third Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
**1.**Section 1 of the Note is hereby amended and restated in its entirety as follows:
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2. Governing Law. This Third Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3.Amendments. Except as expressly amended hereby, the Note, the First Amendment and Second Amendment shall remain unmodified and in full force and effect.
4.Entire Agreement. This Third Amendment, the Second Amendment, the First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.Interpretation. Any capitalized terms used in this Third Amendment but not otherwise defined shall have the meaning provided in the Note.
6.Counterparts. This Third Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this Third Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/ James J. Martin |
| Name: | James<br> J. Martin |
| Title: | Chief<br> Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| FROST GAMMA INVESTMENTSTRUST | |
| By: | /s/ Phillip Frost |
| Name: | Phillip<br> Frost, M.D. |
| Title: | Trustee |
Exhibit10.4
THIRD AMENDMENT TO Promissory note
THIStHIRD Amendment (THE “THIRD AMENDMENT”) DATED january 5, 2026, shall amend the Promissory note datedAS OF september 16, 2022 (THE “NOTE”) and amended on august 15, 2023 (THE“fIRST aMENDMENT”) AND jULY 25, 2025 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC.(THE “MAKER”) AND Jane hsiao (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 16, 2022 and which was amended by the First Amendment and Second Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Third Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
| 1. | Section<br> 1 of the Note is hereby amended and restated in its entirety as follows: |
|---|
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2.Governing Law. This Third Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3.Amendments. Except as expressly amended hereby, the Note, the First Amendment and Second Amendment shall remain unmodified and in full force and effect.
4.Entire Agreement. This Third Amendment, the Second Amendment, the First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.Interpretation. Any capitalized terms used in this Third Amendment but not otherwise defined shall have the meaning provided in the Note.
6.Counterparts. This Third Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this Third Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/<br> James J. Martin |
| Name: | James<br> J. Martin |
| Title: | Chief<br> Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| By: | /s/<br> Jane Hsiao |
| Name: | Jane Hsiao,<br> Ph.D. |
Exhibit10.5
SECOND AMENDMENT TO Promissory note
THISSECOND Amendment (THE “SECOND AMENDMENT”) DATED january 5, 2026, shall amend the Promissory note datedAS OF august 15, 2023 (THE “NOTE”) and amended on july 25, 2025 (THE “fIRSTaMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROSTGAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on August 15, 2023 and which was amended by the First Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
| 1. | Section<br> 1 of the Note is hereby amended and restated in its entirety as follows: |
|---|
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2.Governing Law. This Second Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3.Amendments. Except as expressly amended hereby, the Note and the First Amendment shall remain unmodified and in full force and effect.
4.Entire Agreement. This Second Amendment, the First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.Interpretation. Any capitalized terms used in this Second Amendment but not otherwise defined shall have the meaning provided in the Note.
6.Counterparts. This Second Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/<br> James J. Martin |
| Name: | James J. Martin |
| Title: | Chief Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| FROST GAMMA INVESTMENTS TRUST | |
| By: | /s/ Phillip Frost |
| Name: | Phillip Frost, M.D. |
| Title: | Trustee |
Exhibit10.6
SECOND AMENDMENT TO Promissory note
THISSECOND Amendment (THE “SECOND AMENDMENT”) DATED january 5, 2026, shall amend the Promissory note datedAS OF September 25, 2024 (THE “NOTE”) and amended on july 25, 2025 (THE “fIRSTaMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROSTGAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 25, 2024 and which was amended by the First Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
1. Section 1 of the Note is hereby amended and restated in its entirety as follows:
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2.Governing Law. This Second Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3.Amendments. Except as expressly amended hereby, the Note and the First Amendment shall remain unmodified and in full force and effect.
4.Entire Agreement. This Second Amendment, the First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.Interpretation. Any capitalized terms used in this Second Amendment but not otherwise defined shall have the meaning provided in the Note.
6.Counterparts. This Second Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/ James J. Martin |
| Name: | James J. Martin |
| Title: | Chief Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| FROST GAMMA INVESTMENTS TRUST | |
| By: | /s/<br> Phillip Frost |
| Name: | Phillip Frost, M.D. |
| Title: | Trustee |
Exhibit10.7
SECOND AMENDMENT TO Promissory note
THISSECOND Amendment (THE “SECOND AMENDMENT”) DATED january 5, 2026, shall amend the Promissory note datedAS OF october 23, 2024 (THE “NOTE”) and amended on july 25, 2025 (THE “fIRSTaMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROSTGAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on October 23, 2024 and which was amended by the First Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
**1.**Section 1 of the Note is hereby amended and restated in its entirety as follows:
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2.Governing Law. This Second Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3.Amendments. Except as expressly amended hereby, the Note and the First Amendment shall remain unmodified and in full force and effect.
4.Entire Agreement. This Second Amendment, the First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.Interpretation. Any capitalized terms used in this Second Amendment but not otherwise defined shall have the meaning provided in the Note.
6.Counterparts. This Second Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/ James J. Martin |
| Name: | James J. Martin |
| Title: | Chief Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| FROST GAMMA INVESTMENTS TRUST | |
| By: | /s/ Phillip<br> Frost |
| Name: | Phillip Frost, M.D. |
| Title: | Trustee |
Exhibit10.8
SECOND AMENDMENT TO Promissory note
THISSECOND Amendment (THE “SECOND AMENDMENT”) DATED january 5, 2026, shall amend the Promissory note datedAS OF january 23, 2025 (THE “NOTE”) and amended on july 25, 2025 (THE “fIRSTaMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROSTGAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on January 23, 2025 and which was amended by the First Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
**1.**Section 1 of the Note is hereby amended and restated in its entirety as follows:
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2.Governing Law. This Second Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3.Amendments. Except as expressly amended hereby, the Note and the First Amendment shall remain unmodified and in full force and effect.
4.Entire Agreement. This Second Amendment, the First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.Interpretation. Any capitalized terms used in this Second Amendment but not otherwise defined shall have the meaning provided in the Note.
6.Counterparts. This Second Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/<br> James J. Martin |
| Name: | James<br> J. Martin |
| Title: | Chief<br> Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| FROST GAMMA INVESTMENTS TRUST | |
| By: | /s/<br> Phillip Frost |
| Name: | Phillip Frost, M.D. |
| Title: | Trustee |
Exhibit10.9
FIRST AMENDMENT TO Promissory note
THISFIRST Amendment (THE “FIRST AMENDMENT”) DATED january 5, 2026, shall amend the Promissory note datedAS OF august 27, 2025 (THE “NOTE”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROSTGAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on August 27, 2025; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from December 31, 2025 until June 30, 2026.
NOWTHEREFORE, in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
**1.**Section 1 of the Note is hereby amended and restated in its entirety as follows:
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2. Governing Law. This First Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3.Amendments. Except as expressly amended hereby, the Note shall remain unmodified and in full force and effect.
4.Entire Agreement. This First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.Interpretation. Any capitalized terms used in this First Amendment but not otherwise defined shall have the meaning provided in the Note.
6.Counterparts. This First Amendment may be executed manually, electronically in PDF file format, via an e-signature format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
INWITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 5th day of January, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |
|---|---|
| By: | /s/<br> James J. Martin |
| Name: | James J. Martin |
| Title: | Chief Financial Officer |
| Agreed and Accepted: | |
| --- | --- |
| FROST GAMMA INVESTMENTS TRUST | |
| By: | /s/<br> Phillip Frost |
| Name: | Phillip Frost, M.D. |
| Title: | Trustee |
Exhibit10.10
PROMISSORY NOTE
| $100,000.00 | January<br> 2, 2026 |
|---|---|
| Miami,<br> FL |
FOR VALUE RECEIVED, the undersigned, Non-Invasive Monitoring Systems, Inc., a Florida corporation with its principal place of business at 4400 Biscayne Blvd., Miami, FL 33137 (“Maker”), promises to pay to the order of Frost Gamma Investments Trust, with its principal place of business at 4400 Biscayne Blvd., 15^th^ Floor Miami, FL 33137 (“Payee”), at such place as may be designated in writing by Payee, the principal sum of ONE HUNDRED THOUSAND AND 00/XX ($100,000.00) (this “Note”).
1. The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on June 30, 2026 (the “Maturity Date”).
2. All amounts outstanding from time to time hereunder shall bear interest at the rate of eleven percent (11%) per annum until such amounts are paid.
3. This Note may be prepaid in whole or in part without penalty or premium. All payments of principal shall be made in lawful money of the United States which shall be legal tender in payment of all debts, public and private, at the time of payment.
4. The Maker agrees to pay all costs of collection incurred in enforcing this Note, including attorneys’ fees and costs at both trial and appellate levels and in any bankruptcy action. In the event any legal proceedings are instituted in connection with, or for the enforcement of, this Note, Payee shall be entitled to recover its costs of suit, including attorneys’ fees and costs, at both trial and appellate levels and in any bankruptcy action.
5. Each maker, endorser and guarantor or any person, firm or corporation becoming liable under this Note hereby consents to any extension or renewal of this Note or any part hereof, without notice, and agrees that they will remain liable under this Note during any extension or renewal hereof, until the debts represented hereby are paid in full.
6. All persons now or at any time liable for payment of this Note hereby waive presentment, protest, notice of protest and dishonor. The Maker expressly consents to any extension or renewal, in whole or in part, and all delays in time of payment or other performance which Payee may grant at any time and from time to time without limitation and without any notice or further consent of the undersigned. The remedies of Payee as provided herein shall be cumulative and concurrent and may be pursued singularly, successively or together, at the sole discretion of Payee, and may be exercised as often as the occasion therefor shall arise.
7. This Note is to be governed by and construed in accordance with the applicable laws of the State of Florida. Any action brought upon the enforcement of this Note is hereby authorized to be instituted and prosecuted in the state and federal courts located in Miami-Dade County, Florida, at the election of Payee.
8. This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. This Note shall not be assignable or transferable by Maker without the express written consent of Payee.
9. No delay on the part of Payee in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy. No single or partial exercise of a right or remedy shall preclude other or further exercise of that or any other right or remedy. The failure of Payee to insist upon strict performance of any term of this Note, or to exercise any right or remedy hereunder, shall not be construed as a waiver or relinquishment by the Payee for the future use of that term, right or remedy. No waiver of any right of the Payee is effective unless in writing executed by the Payee.
10. The unenforceability or invalidity of any provision of this Note as to any person or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.
NIMSPromissory Note in Favor of FGIT – January 2, 2026
IN WITNESS WHEREOF, the undersigned has executed this Note on the date specified below.
| DATE:<br> January 2, 2026 | MAKER: |
|---|---|
| NON-INVASIVE<br> MONITORING SYSTEMS, INC. | |
| By: | James<br> J. Martin |
| --- | --- |
| Its: | CFO |
NIMSPromissory Note in Favor of FGIT – January 2, 2026