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 | ||
| OTC 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
See Item 2.03.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Second Amendment to 2021 Frost Gamma Investments Trust Promissory Note
On July 25, 2025, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into the Second 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 July 31, 2025 until December 31, 2025. No other provisions of the 2021 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2021 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the 2021 Frost Gamma Note, which is attached as Exhibit 10.1 for its full terms.
Second Amendment to 2021 Hsiao Promissory Note
On July 25, 2025, NIMS entered into the Second 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 July 31, 2025 until December 31, 2025. No other provisions of the 2021 Hsiao Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2021 Hsiao Note and does not purport to be complete. Please refer to the Second Amendment to the 2021 Hsiao Note, which is attached as Exhibit 10.2 for its full terms.
Second Amendment to 2022 Frost Gamma Investments Trust Promissory Note
On July 25, 2025, NIMS entered into the Second 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 July 31, 2025 until December 31, 2025. No other provisions of the 2022 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2022 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the 2022 Frost Gamma Note, which is attached as Exhibit 10.3 for its full terms.
Second Amendment to 2022 Hsiao Promissory Note
On July 25, 2025, NIMS entered into the Second 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 from July 31, 2025 until December 31, 2025. No other provisions of the 2022 Hsiao Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2022 Hsiao Note and does not purport to be complete. Please refer to the Second Amendment to the 2022 Hsiao Note, which is attached as Exhibit 10.4 for its full terms.
First Amendment to 2023 Frost Gamma Investments Trust Promissory Note
On July 25, 2025, NIMS entered into the First 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 July 31, 2025 until December 31, 2025. No other provisions of the 2023 Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the 2023 Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the 2023 Frost Gamma Note, which is attached as Exhibit 10.5 for its full terms.
First Amendment to September 2024 Frost Gamma Investments Trust Promissory Note
On July 25, 2025, NIMS entered into the First 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 July 31, 2025 until December 31, 2025. No other provisions of the September 2024 Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the September 2024 Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the September 2024 Frost Gamma Note, which is attached as Exhibit 10.6 for its full terms.
First Amendment to October 2024 Frost Gamma Investments Trust Promissory Note
On July 25, 2025, NIMS entered into the First 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 July 31, 2025 until December 31, 2025. No other provisions of the October 2024 Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the October 2024 Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the October 2024 Frost Gamma Note, which is attached as Exhibit 10.7 for its full terms.
First Amendment to 2025 Frost Gamma Investments Trust Promissory Note
On July 25, 2025, NIMS entered into the First Amendment to that certain Promissory Note dated January 23, 2025 in the principal amount of $40,000.00 with Frost Gamma Investments Trust (the “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 2025 Frost Gamma Note was amended from July 31, 2025 until December 31, 2025. No other provisions of the 2025 Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the 2025 Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the 2025 Frost Gamma Note, which is attached as Exhibit 10.8 for its full terms.
Item 9.01 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 Monitoring Systems, Inc. | ||
| July 29, 2025 | By: | /s/ James J. Martin |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
SECOND AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED JULY 25, 2025, shall amend the Promissory note dated AS OF OCTOBER 4, 2021 (THE “NOTE”) and amended on august 15, 2023 (THE “fIRST 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
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2025 until December 31, 2025.
NOW THEREFORE, 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 December 31, 2025 (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.
IN WITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note as of the 25th day of July, 2025.
| 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 Frost | ||
| Name: | Phillip Frost, M.D. | ||
| Title: | Trustee | ||
Exhibit 10.2
SECOND AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED JULY 25, 2025, shall amend the Promissory note (THE “NOTE”) dated AS OF OCTOBER 4, 2021 and amended on august 15, 2023 (THE “fIRST 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 October 4, 2021 and which was amended by the First Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2025 until December 31, 2025.
NOW THEREFORE, 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 December 31, 2025 (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.
IN WITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note as of the 25th day of July, 2025.
| NON-INVASIVE MONITORING SYSTEMS, INC. | |||
| By: | /s/ James J. Martin | ||
| Name: | James J. Martin | ||
| Title: | Chief Financial Officer | ||
| Agreed and Accepted: | |||
| By: | /s/ Jane Hsiao | ||
| Name: | Jane Hsiao, Ph.D. | ||
Exhibit 10.3
SECOND AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED JULY 25, 2025, shall amend the Promissory note (THE “NOTE”) dated AS OF september 16, 2022 and amended on august 15, 2023 (THE “fIRST 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 September 16, 2022 and which was amended by the First Amendment; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2025 until December 31, 2025.
NOW THEREFORE, 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 December 31, 2025 (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.
IN WITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note as of the 25th day of July, 2025.
| 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 Frost | ||
| Name: | Phillip Frost, M.D. | ||
| Title: | Trustee | ||
Exhibit 10.4
SECOND AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED JULY 25, 2025, shall amend the Promissory note (THE “NOTE”) dated AS OF september 16, 2022 and amended on august 15, 2023 (THE “fIRST 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
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2025 until December 31, 2025.
NOW THEREFORE, 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 December 31, 2025 (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.
IN WITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note as of the 25th day of July, 2025.
NON-INVASIVE MONITORING SYSTEMS, INC.
| ||
| By: | /s/ James J. Martin | |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer | |
Agreed and Accepted:
By: |
/s/ Jane Hsiao | |
Name: |
Jane Hsiao, Ph.D. |
Exhibit 10.5
FIRST AMENDMENT TO Promissory note
THIS FIRST Amendment (THE “FIRST AMENDMENT”) DATED JULY 25, 2025, shall amend the Promissory note (THE “NOTE”) dated AS OF AUGUST 15, 2023 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 August 15, 2023; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2025 until December 31, 2025.
NOW THEREFORE, 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 December 31, 2025 (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, 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.
IN WITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 25th day of July 25, 2025.
| 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 Frost | ||
| Name: | Phillip Frost, M.D. | ||
| Title: | Trustee | ||
Exhibit 10.6
FIRST AMENDMENT TO Promissory note
THIS FIRST Amendment (THE “FIRST AMENDMENT”) DATED JULY 25, 2025, shall amend the Promissory note (THE “NOTE”) dated AS OF september 25, 2024 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 September 25, 2024; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2025 until December 31, 2025.
NOW THEREFORE, 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 December 31, 2025 (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, 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.
IN WITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 25th day of July 25, 2025.
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 Frost | |
Name: |
Phillip Frost, M.D. | |
| Title: | Trustee |
|
Exhibit 10.7
FIRST AMENDMENT TO Promissory note
THIS FIRST Amendment (THE “FIRST AMENDMENT”) DATED JULY 25, 2025, shall amend the Promissory note (THE “NOTE”) dated AS OF October 23, 2024 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 23, 2024; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2025 until December 31, 2025.
NOW THEREFORE, 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 December 31, 2025 (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, 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.
IN WITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 25th day of July 25, 2025.
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 Frost | ||
| Name: | Phillip Frost, M.D. | ||
| Title: | Trustee | ||
Exhibit 10.8
FIRST AMENDMENT TO Promissory note
THIS FIRST Amendment (THE “FIRST AMENDMENT”) DATED JULY 25, 2025, shall amend the Promissory note dated AS OF january 23, 2025 (THE “NOTE”) 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 January 23, 2025; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2025 until December 31, 2025.
NOW THEREFORE, 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 December 31, 2025 (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, 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.
IN WITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 25th day of July 25, 2025.
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 Frost |
|
Name: |
Phillip Frost, M.D. |
|
| Title: | Trustee |
|