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) (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 on 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 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
As previously reported, on March 6, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Gravitics Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), and Gravitics, Inc., a Delaware corporation (“Gravitics”), pursuant to which Merger Sub will merge with and into Gravitics, and Gravitics will continue as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”). As also previously reported, the Merger Agreement was amended on June 30, 2026, and August 5, 2026.
On September 30, 2026, the Company, Merger Sub and Gravitics entered into a third amendment to the Merger Agreement (the “Third Amendment”), which (a) extends the outside closing date and outside termination date from September 30, 2026 to October 30, 2026; (b) raises the target size of the underwritten public offering (the “Public Offering”) from $40.0 million to $125.0 million; (c) provides that the Public Offering and the related uplisting to Nasdaq are to be completed as soon as practicable after closing of the Merger; (d) provides that an aggregate of $300,000 (plus accrued interest) of debt (the “Affiliate Debt”) owed to Frost Gamma Investments Trust, an affiliate of Dr. Phillip Frost (“Dr. Frost”), a director of the Company, who beneficially owns in excess of 10% of the Company’s common stock, and Dr. Jane Hsiao (“Dr. Hsiao”), the Company’s Chairman of the Board and Interim Chief Executive Officer, who beneficially owns in excess of 10% of the Company’s common stock, will be repaid from the proceeds the Public Offering; and (e) removes the repayment of the Affiliate Debt, the 10% cap on dissenting shares, and certain other closing conditions. All other terms of the Merger Agreement remain unchanged.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, filed as Exhibit 2.1 hereto and incorporated herein by reference.
Amendment to Convertible Note
The information contained in Item 2.03 below is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously reported, on June 24, 2026, the Company issued Defender Opportunity LLC (the “Holder”) a Convertible Note (the “Convertible Note”) in the principal amount of $809,705.75, pursuant to the terms of a Note Purchase Agreement. Effective as of September 30, 2026, the Company and the Holder entered into an amendment to the Convertible Note (the “Note Amendment”), which extends from September 30, 2026 to October 30, 2026 the date by which the Merger must be consummated for (i) the Note to convert automatically into shares of the Company’s common stock, and (ii) no interest to be payable upon that conversion. In consideration for the extension, the Company agreed to pay the Holder a fee of $25,000. All other terms of the Convertible Note remain unchanged.
The foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Amendment, filed as Exhibit 10.5 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 2.1 | Amendment No. 3 to Agreement and Plan of Merger and Reorganization by and between Non-Invasive Monitoring Systems, Inc., Gravitics Merger Sub, Inc. and Gravitics, Inc., dated September 30, 2026 | |
| 10.1 | Amendment No. 1 to Convertible Note between Non-Invasive Monitoring Systems, Inc. and Defender Opportunity LLC, effective as of September 30, 2026. | |
| 104 | Cover Page Interactive Data File (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.
| Non-Invasive Monitoring Systems, Inc. | ||
| October 5, 2026 | By: | /s/ James J. Martin |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer | |
Exhibit 2.1
AMENDMENT NO. 3 TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated September 30, 2026, by and among Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Parent”), Gravitics Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Acquisition Subsidiary”), and Gravitics, Inc., a Delaware corporation (the “Company”), pursuant to which the Acquisition Subsidiary will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Parent.
WHEREAS, the Parties entered into the Agreement and Plan of Merger and Reorganization on May 6, 2026, which was previously amended on June 30, 2026 and August 5, 2026 (as amended, the “Merger Agreement”); and
WHEREAS, the Parties desire to further amend the Merger Agreement to extend the Outside Termination Date and modify certain covenants and closing conditions.
NOW, THEREFORE, the Parties, each intending to be legally bound hereby, do mutually covenant and agree as follows, subject to and effective as of the Effective Time (as defined below):
1. Capitalized words and terms not otherwise defined in this Amendment shall have the meaning ascribed to such words and terms set forth in the Merger Agreement.
2. Section 1.2 of the Merger Agreement is hereby amended and restated as follows:
“1.2 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Lucosky Brookman LLP, commencing at 10:00 a.m. local time on or before October 30, 2026, or on such other date that the Parties may mutually agree upon in writing, or, if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable (and in any event not later than three (3) Business Days) after the satisfaction or waiver of all conditions (excluding the delivery of any documents to be delivered at the Closing by any of the Parties) set forth in Article V hereof (the “Closing Date”). As used in this Agreement, the term “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in the state of New York are required or authorized by applicable Law to close.”
3. Section 4.16 of the Merger Agreement is hereby amended and restated as follows:
“4.16 Underwritten Public Offering and Uplisting. The Parent and the Company shall each use its Reasonable Best Efforts to consummate for the Post-Merger Parent (a) an underwriting public offering of $125.0 million (the “Public Offering”) and (b) a corresponding uplisting to Nasdaq, the NYSE, the NYSE American, or other national securities exchange (the “Uplisting”), each to be completed as soon as practicable after the Closing Date. For the avoidance of doubt, the Company will prepare, with input from the Parent, any Registration Statement, listing application for Nasdaq, the NYSE, the NYSE American, or other national securities exchange, and other documentation related to the Public Offering and Uplisting.”
4. The following provision is hereby added to the Merger Agreement as Section 4.22:
“4.22 Repayment of Outstanding Notes. An aggregate of $300,000 (plus accrued interest) of indebtedness owed to Dr. Philip Frost, or his Affiliate, and Dr. Jane Hsiao shall be repaid from the proceeds of the Public Offering.”
5. Sections 5.1(g), 5.2(b), 5.2(l) and 5.3(j) of the Merger Agreement are hereby deleted in their entirety and replaced with the following:
“[Reserved].”
The deletion of the foregoing Sections shall not affect the numbering of any other Section of the Merger Agreement, and all references in the Merger Agreement to any Section thereof shall continue to refer to such Section as numbered prior to giving effect to this Amendment.
5. Section 8.2 of the Merger Agreement is hereby amended and restated as follows:
“8.2 Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by October 30, 2026, unless extended by the mutual written agreement of the Parties (the “Outside Termination Date”).”
6. In the event of any conflict between the Merger Agreement and this Amendment, the terms as contained in this Amendment shall control. Except as expressly modified by this Amendment, all other terms and conditions of the Merger Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects.
7. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be one and the same agreement. Facsimile and electronic signatures shall be treated in all respects and for all purposes as originals.
[The remainder of this page is left blank intentionally. Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| PARENT: | ||
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
| By: | /s/ James Martin | |
| Name: | James Martin | |
| Title: | Chief Financial Officer | |
| ACQUISITION SUBSIDIARY: | ||
| GRAVITICS MERGER SUB, INC. | ||
| By: | /s/ James Martin | |
| Name: | James Martin | |
| Title: | President | |
| COMPANY: | ||
| GRAVITICS, INC. | ||
| By: | /s/ Colin Doughan | |
| Name: | Colin Doughan | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 1 TO CONVERTIBLE NOTE
This Amendment No. 1 to Convertible Note (this “Amendment”) is entered into as of September 30, 2026, by and between Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Maker”), and Defender Opportunity LLC, a Delaware limited liability company (the “Holder”).
RECITALS
A. The Maker issued to the Holder a Convertible Note in the principal amount of $809,705.75 (the “Note”) under a Note Purchase Agreement between the Maker and the Holder dated as of June 24, 2026 (the “Purchase Agreement”).
B. Section 2 and Section 5(b) of the Note refer to the Merger (as defined in the Note) being consummated on or before September 30, 2026.
C. In consideration of the payment described in Section 2 below, the Maker and the Holder wish to amend the Note to extend that date to October 30, 2026, as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized words and terms not otherwise defined in this Amendment shall have the meaning ascribed to such words and terms set forth in the Note.
2. Amendments to the Note.
(a) The last sentence of Section 2 of the Note is amended by replacing “September 30, 2026” with “October 30, 2026,” so that it reads:
“Notwithstanding anything herein to the contrary, no interest shall be payable upon Conversion of this Note if the Merger is consummated on or before October 30, 2026.”
(b) The second sentence of Section 5(b) of the Note is amended by replacing “September 30, 2026” with “October 30, 2026,” so that it reads:
“Provided that the Merger is consummated on or before October 30, 2026, this Note shall convert into the Conversion Shares immediately upon the closing of the Merger without the payment of any interest; provided that the number of shares of Common Stock issued to the stockholders of Gravitics, Inc. in the Merger shall assume the consummation of the Conversion prior to such closing.”
2. Extension Fee. In consideration of the Holder’s agreement to this Amendment, the Maker shall pay the Holder $25,000 in cash (the “Extension Fee”) by wire transfer of immediately available funds to an account the Holder designates in writing, within three (3) business days after the date of this Amendment. The Extension Fee is fully earned on execution of this Amendment and is non-refundable. It will not reduce the principal of the Note or any amount payable under it, and it will not be applied against them. Any failure to pay the Extension Fee when due will be subject to Section 9(a) of the Note.
3. Effectiveness. This Amendment takes effect when each of the Maker and the Holder has executed and delivered it. Effectiveness does not depend on payment of the Extension Fee.
4. No Other Changes; References. Except as expressly amended by this Amendment, the Note and the Purchase Agreement remain unchanged and in full force and effect, and are ratified and confirmed. From and after the effectiveness of this Amendment, each reference to the Note in the Note, the Purchase Agreement or any related document means the Note as amended by this Amendment. Nothing in this Amendment waives any right or remedy under the Note or the Purchase Agreement, except as expressly set forth in Section 1.
5. Representations. Each party represents that it has duly authorized, executed and delivered this Amendment, and that this Amendment is its valid and binding obligation, enforceable against it in accordance with its terms. The Holder represents that it is the sole holder of the Note and has not assigned or transferred the Note or any interest in it.
6. Miscellaneous. Sections 10 (Governing Law; Exclusive Jurisdiction) and 12 (Severability) of the Note apply to this Amendment mutatis mutandis. This Amendment may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by facsimile, .pdf or other electronic transmission are deemed original signatures.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
| By: | /s/ James J. Martin | |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer | |
| DEFENDER OPPORTUNITY LLC | ||
| By: | /s/ James Manning | |
| Name: | James Manning | |
| Title: | Managing Member | |