NIMU is offering 3,225,806 shares of common stock for $50,000,000, excluding the underwriters’ over-allotment option, at an estimated $14.00 to $17.00 per share. Closing is contingent on successful completion of the Gravitics merger and acceptance of the combined company’s common stock for listing on the Nasdaq Capital Market. NIMU estimates net proceeds of approximately $48,888,000 and intends to use them for research and development, manufacturing and test and launch facilities, merger and acquisition activities, a merger-related cash advisory fee, debt repayment, and working capital and other general corporate purposes.
Under the proposed merger, Gravitics would become NIMU’s wholly owned subsidiary, and Gravitics stockholders are to own not less than 96.5% of the combined company on a fully diluted basis. Gravitics reported a net loss of $24.510 million for the six months ended June 30, 2026, compared with $5.536 million for the same period in 2025, and cash and cash equivalents of $2.734 million at June 30, 2026. Its auditor included an explanatory paragraph regarding its ability to continue as a going concern.
Non-Invasive Monitoring Systems, Inc. (NIMU) is registering 30,152,861 common shares, 5,534,506 stock options and 354,394 warrants for issuance to Gravitics, Inc. holders as merger consideration. If completed, Gravitics will become NIMU’s wholly owned subsidiary and the combined company is to be renamed Gravitics Holdings, Inc. On a fully diluted basis, Gravitics holders are to own at least 96.5% of the combined company, while current NIMU holders will own no more than 3.5% and retain their existing shares.
The merger remains subject to conditions, including Gravitics stockholder approval, a $50.0 million public offering being ready for consummation immediately before or at the effective time, and Nasdaq approval of the listing application. NIMU says the merger will not close without the offering readiness and listing approval. Separately, holders of approximately 63.4% of NIMU common stock approved a 2026 equity plan reserving 9,000,000 shares for awards by written consent.
Non-Invasive Monitoring Systems, Inc. amended its merger agreement with Gravitics, Inc. and its wholly owned subsidiary, Gravitics Merger Sub, Inc., revising the agreement’s definition of “Public Offering.” The defined offering is 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 merger-agreement terms remain unchanged.
NIMU is offering 8,064,516 shares of common stock for an aggregate public offering price of $125,000,000, at an assumed $15.50 per share (estimated range: $14.00 to $17.00). Closing is contingent upon successful completion of the merger with Gravitics and acceptance of the combined company’s common stock for listing on the Nasdaq Capital Market. Underwriters have a 45-day option to purchase up to 1,209,677 additional shares to cover over-allotments.
Net proceeds are estimated at approximately $121,552,000, or approximately $139,083,000 if the over-allotment option is exercised in full, after underwriting discounts, commissions and estimated expenses. Intended uses include research and development, facility expansion, debt repayment and working capital, among other purposes. Merger terms provide for Gravitics holders to own approximately 96.5% and NIMU holders approximately 3.5% of the combined company following completion; NIMU intends to change its name to Gravitics Holdings, Inc.
For the six months ended June 30, 2026, Gravitics reported revenue of $0 and a net loss of $24.510 million, versus $1.023 million of revenue and a $5.536 million net loss in the same 2025 period. Its independent registered public accounting firm included an explanatory paragraph regarding Gravitics’ ability to continue as a going concern.
Non-Invasive Monitoring Systems (NIMU) proposes to merge its wholly owned subsidiary into Gravitics, with Gravitics surviving as a subsidiary; if completed, Gravitics stockholders would receive 30,152,861 NIMU common shares, 5,534,506 options to purchase NIMU shares and 354,394 warrants to purchase NIMU shares. Gravitics holders would own at least 96.5% of the combined company on a fully diluted basis, leaving current NIMU holders with no more than 3.5%.
Closing is conditional on, among other things, Gravitics stockholder approval, an effective registration statement, the public offering being ready immediately prior to or at the Effective Time, and Nasdaq approving the listing. NIMU intends to pursue a public offering of up to $125.0 million in gross proceeds. Majority holders of approximately 63.4% approved a 2026 equity plan reserving 9,000,000 shares for awards. Gravitics designs and develops large space structures. NIMU says it may be unable to continue as a going concern without additional equity or debt financing.
Non-Invasive Monitoring Systems, Inc. (NIMU) is offering 8,064,516 common shares for $125,000,000, at an assumed $15.50 per share; the estimated price range is $14.00 to $17.00. Closing is contingent on completion of its merger with Gravitics and acceptance of the combined company’s common stock for Nasdaq Capital Market listing. The merger agreement’s outside closing date is October 30, 2026. NIMU intends to use estimated net proceeds of $121,552,000 for research and development, merger and acquisition activities, manufacturing and test infrastructure, debt repayment, working capital and general corporate purposes. The underwriters have a 45-day option to purchase up to an additional 1,209,677 shares for over-allotments.
NIMU describes itself as a shell company; its prior operations were discontinued in May 2019. If completed, the merger would make Gravitics a wholly owned subsidiary, with Gravitics stockholders expected to own approximately 96.5% of the combined company. Gravitics reported no revenue for the six months ended June 30, 2026, versus $1,023,000 in 2025, and net losses of $24,510,000 and $5,536,000, respectively. Its auditor included an explanatory paragraph regarding Gravitics’ ability to continue as a going concern.
Non-Invasive Monitoring Systems, Inc. (NIMU) proposes to issue 30,152,861 common shares, 5,534,506 stock options and 354,394 warrants as merger consideration for Gravitics holders if the merger closes. Gravitics would survive as a wholly owned subsidiary; its holders would own at least 96.5% of the combined company on a fully diluted basis, while existing NIMU holders would own no more than 3.5%. The combined company would be renamed Gravitics Holdings, Inc. and plans to shift its business focus to Gravitics’ large space structures business.
Closing depends on the public offering being ready immediately before or at the Effective Time and Nasdaq approving the listing. The combined company intends to pursue a separate offering of up to $125.0 million in gross proceeds. NIMU also reports a history of operating losses and says it may be unable to continue as a going concern without additional equity or debt financing.
Non-Invasive Monitoring Systems, Inc. (NIMU) amended its merger agreement with Gravitics, Inc. and its subsidiary Merger Sub, extending the outside closing and termination dates from September 30, 2026, to October 30, 2026. Under the agreement, Merger Sub will merge into Gravitics, which will survive as NIMU’s wholly owned subsidiary. The target size of the underwritten public offering rose from $40.0 million to $125.0 million; the offering and related Nasdaq uplisting are to be completed as soon as practicable after the merger closes.
The amendment provides for $300,000 plus accrued interest of Affiliate Debt owed to Frost Gamma Investments Trust, an affiliate of director Dr. Phillip Frost, and Dr. Jane Hsiao, NIMU’s Chairman of the Board and Interim Chief Executive Officer, to be repaid from offering proceeds. It also removes the repayment of Affiliate Debt, the 10% cap on dissenting shares, and certain other closing conditions. Separately, NIMU and noteholder Defender Opportunity LLC extended to October 30, 2026, the deadline for the merger to be consummated for the $809,705.75 Convertible Note to convert automatically without interest payable upon conversion. NIMU agreed to pay the holder a $25,000 extension fee; other note terms remain unchanged.
Non-Invasive Monitoring Systems, Inc. (NIMU) amended four promissory notes, each with a principal amount of $75,000, moving their maturity dates from September 30, 2026 to October 31, 2026. The lenders are Frost Gamma Investments Trust, controlled by current director Dr. Phillip Frost, and Dr. Jane Hsiao, the company’s chairman and interim chief executive officer; each is identified as a beneficial owner of more than 10% of the company’s common stock. No other provisions were amended.
Non-Invasive Monitoring Systems (NIMU) registered for issuance in its proposed merger with Gravitics 30,152,861 shares of common stock, 5,534,506 stock options to purchase common stock, and 354,394 warrants to purchase common stock. If completed, Gravitics Merger Sub would merge into Gravitics, which would survive as NIMU’s wholly owned subsidiary. Gravitics holders would own not less than 96.5% of the combined company on a fully diluted basis; existing NIMU holders would own not more than 3.5%.
Closing is conditioned on the closing of a planned public offering of up to $125.0 million in gross proceeds and approval of NIMU’s Nasdaq listing application; the company says neither is assured. Separately, holders of approximately 63.4% of NIMU’s common stock approved its 2026 Equity Incentive Plan, which reserves 9,000,000 shares for awards.
NIMU’s 1-for-150 reverse stock split became effective July 30, 2026. Issued and outstanding common shares numbered 154,810,655 immediately before and 1,032,640 immediately after the split. NIMU also says it may be unable to continue as a going concern without additional equity or debt financing.