NIMU 8-K
Non Invasive Monitoring Systems Inc /Fl/ (NIMU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
Non-Invasive Monitoring Systems, Inc.
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices, including zip code)
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 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 | ||
| None | N/A | N/A |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 17, 2026, Non-Invasive Monitoring Systems, Inc. (the “Company”) filed Articles of Amendment to the Articles of Incorporation (the “Amendment”) with the Department of State of the State of Florida to revise the indemnification provisions therein.
In addition, on September 17, 2026, the Company filed Articles of Validation with the Department of State of the State of Florida for the purpose of validating defective corporate actions.
The foregoing description of the Amendment and Articles of Validation are not complete and are subject to and qualified in its entirety by reference to the Amendment and Articles of Validation, copies of which are filed with this Current Report on Form 8-K as Exhibit 3.1 and 3.2, and the terms of which are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibits | |
| 3.1 | Articles of Amendment to the Articles of Incorporation - Indemnification | |
| 3.2 | Articles of Validation | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document |
SIGNATURE
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.
| Dated: September 22, 2026 | NON-INVASIVE MONITORING SYSTEMS, INC. | |
| By: | /s/ James Martin | |
| Name: | James Martin | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
NON-INVASIVE MONITORING SYSTEMS, INC.
Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Corporation”), hereby certifies, pursuant to and in accordance with Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), for the purpose of filing these Articles of Amendment to the Articles of Incorporation of the Corporation with the Department of State of the State of Florida, that:
| 1. | The name of the corporation is Non-Invasive Monitoring Systems, Inc. |
| 2. | Article VIII of the Articles of Incorporation of the Corporation is hereby deleted and restated in its entirety as follows: |
Article VIII
Indemnification
| (a) | The Corporation hereby indemnifies, to the fullest extent authorized or permitted by the Florida Statutes as it exists now or may hereafter be amended, against fines, liabilities, costs and expenses, including attorney’s fees, and witnesses and experts fees and expenses, for any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he or she (i) is or was a director or officer of the Corporation; or (ii) is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. |
| (b) | Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the foregoing sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. |
| (c) | The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. |
| (d) | The Corporation may purchase and maintain insurance, at its expense, to protect itself and all directors and officers against fines, liabilities, costs and expenses, whether or not the Corporation would have the legal power to indemnify them directly or advance expenses against such liability. |
| 3. | This amendment to the Corporation’s Articles of Incorporation was approved (i) unanimously by written consent of the Board of Directors of the Corporation on June 30, 2026, and (ii) by written consent of the shareholders on July 15, 2026, in accordance with Section 607.0704 of the FCBA. |
| 4. | Except as modified hereby the Articles of Incorporation of the Corporation shall remain in full force and effect. |
| 5. | These Articles of Amendment to the Articles of Incorporation shall become effective on the date of filing with the Florida Department of State. |
IN WITNESS WHEREOF, Non-Invasive Monitoring Systems, Inc. has caused these Articles of Amendment to the Articles of Incorporation to be duly executed in its name on its behalf by an authorized officer as of September 16, 2026.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
| By: | /s/ James J. Martin | |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer | |
Exhibit 3.2
ARTICLES OF VALIDATION
BUSINESS CORPORATION
Pursuant to §607.0151 of the Florida Statutes, the undersigned corporation hereby submits the following articles of validation (the “Articles of Validation”) for the purpose of validating a defective corporate action.
1. The name of the corporation is: Non-invasive Monitoring Systems, Inc.
2. The document number of the corporation is: 681706.
3. Describe the defective corporate action that is the subject of the Articles of Validation: The failure to provide the holders of the Corporation’s Series B Preferred Stock with notice of, and the opportunity to vote (together with the holders of Common Stock as a single class) at, shareholder meetings or by written consent with respect to various corporate actions taken by the Corporation’s shareholders over at least the past fifteen (15) years, including the amendments to the Articles of Incorporation and other shareholder actions identified in the Corporation’s Definitive Information Statement on Schedule 14C dated July 20, 2026, as more particularly set forth in the Schedule A attached hereto.
4. Describe the nature of the failure of authorization in respect of the defective corporate action: The Corporation has no records of the names, addresses, or contact information of the holders of the Series B Preferred Stock and has had no contact with such holders for over fifteen (15) years. As a result, the holders of the Series B Preferred Stock were not provided with notice of, and did not have the opportunity to vote on, the corporate actions taken by the Corporation’s shareholders, notwithstanding that the Series B Preferred Stock is entitled to vote together with the Common Stock as a single class on all matters. Accordingly, such corporate actions may not have been authorized by the vote of all shares entitled to vote thereon.
5. The date of the defective corporate action: The defective corporate actions occurred on various dates from on or about June 9, 1987 through July 20, 2026, as more particularly set forth in the Schedule A attached hereto.
6. If the defective corporate action involved the issuance of putative shares, state the number and type of putative shares issued or purportedly issued and the date or dates upon which such putative shares were purportedly issued: Not applicable. The defective corporate actions did not involve the issuance of putative shares.
7. The defective corporate action has been ratified in accordance with §607.0147 and §607.0151(2)(d). The date on which the board of directors ratified such defective corporate action was June 30, 2026. If shareholder approval of the ratification was required or obtained, the date on which the shareholders approved the ratification of such defective corporate action was July 15, 2026.
8. If a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action, identify the filing by name, title, filing date, document number (if known), and any articles of correction relating thereto, and describe the changes necessary to give effect to such ratification. No filing previously made in respect of the defective corporate action requires any change to give effect to the ratification of such defective corporate action, and the ratification of the defective corporate action does not require any filing under Chapter 607, Florida Statutes, that was not previously made
9. These articles will be effective upon filing, unless a delayed time and date is specified: None specified.
IN WITNESS WHEREOF, the undersigned has made and subscribed these Articles of Validation at Palm Beach Gardens, Florida, for the uses and purposes aforesaid, this 8th day of September, 2026.
| By: | /s/ James Martin | |
| Name: | James Martin | |
| Title: | CFO |
Schedule A
