Non Invasive Monitoring Systems Inc 8-K, filed Oct 19, 2026
Non Invasive Monitoring Systems Inc /Fl/ (NIMU)
About this 8-K
Non Invasive Monitoring Systems Inc filed this 8-K on October 19, 2026.
Non-Invasive Monitoring Systems amended its merger agreement with Gravitics, modifying the public offering size to gross proceeds currently expected to be $50 million, but in no event less than $40 million, while keeping other terms unchanged. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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.
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, August 5, 2026, and September 30, 2026.
On October 19, 2026, the Company, Merger Sub and Gravitics entered into a fourth amendment to the Merger Agreement (the “Amendment”), which modified the definition of “Public Offering,” so that it means an underwritten public offering with gross proceeds currently expected to be $50 million, but in no event less than $40 million (excluding the underwriter’s over-allotment option). All other terms of the Merger Agreement remain unchanged.
The foregoing description of the 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 2.1 | Amendment No. 4 to Agreement and Plan of Merger and Reorganization by and between Non-Invasive Monitoring Systems, Inc., Gravitics Merger Sub, Inc. and Gravitics, Inc., dated October 19, 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 19, 2026 | By: | /s/ James J. Martin |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer | |
Exhibit 2.1
AMENDMENT NO. 4 TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated October 19, 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, August 5, 2026 and September 30, 2026 (as amended, the “Merger Agreement”); and
WHEREAS, the Parties desire to further amend the Merger Agreement to modify the size of the Public Offering.
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 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 underwritten public offering with gross proceeds currently expected to be $50 million, but in no event less than $40 million (excluding the underwriter’s over-allotment option) (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.”
3. 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.
4. 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 | |