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Non-Invasive Monitoring Systems, Inc. plans a primary common stock offering of $125,000,000 of common stock in connection with its merger with Gravitics, Inc. All shares will be sold by the company, with closing contingent on completion of the merger and acceptance for listing on the Nasdaq Capital Market under the symbol GVTX.
Through a reverse merger, Gravitics will become a wholly owned subsidiary and its stockholders will own at least 95.5% of the combined company, which will be renamed Gravitics Holdings, Inc., following a 1-for-150 reverse stock split. Gravitics, a space-infrastructure company focused on large orbital structures, has reported recurring losses, including a net loss of $11,699 (in thousands) for 2025. Pro forma for the merger and offering, cash and cash equivalents would be $120,682 (in thousands) and stockholders’ equity $117,688 (in thousands) as of March 31, 2026, with a pro forma 2025 net loss of $30,581 (in thousands).
Non-Invasive Monitoring Systems, Inc. reports that its board and holders of approximately 63.4% of the voting power have approved, by written consent, two key actions: an amendment to the Articles of Incorporation to expand indemnification and limitation of liability protections for directors and officers, and the ratification of certain past defective corporate actions involving its Series B Preferred Stock.
The record date for shareholders entitled to notice is July 6, 2026154,810,655 shares of Common Stock and 100 shares of Series B Preferred Stock outstanding, with the Series B carrying 100 votes per share. Dr. Jane Hsiao controls 43,455,734 votes and Dr. Phillip Frost 54,690,325 votes; together their 98,146,059 votes provided the consents.
The enhanced indemnification is designed to provide protections to the fullest extent permitted under Florida law, in part due to increased potential liability arising from a planned merger with Gravitics, Inc. and related registration statements. Ratification of defective actions addresses historical notice and voting issues for Series B holders and will be formalized through Articles of Validation filed with Florida. Shareholders do not have appraisal rights in connection with these matters, and no meeting or proxies are being solicited.
Non-Invasive Monitoring Systems, Inc. furnished an Information Statement notifying shareholders that written consents by the Board and holders of approximately 63.4% of voting power authorized the Board to amend the Articles to expand director and officer indemnification and to ratify certain defective corporate actions relating to the Company’s Series B Preferred Stock. The Company states there were 155,810,655 shares of Common Stock outstanding as of the Record Date and 100 shares of Series B Preferred Stock outstanding. The consents were delivered on June 30, 2026 and July [●], 2026, and the actions become effective no sooner than twenty calendar days after mailing of this statement.
Non-Invasive Monitoring Systems, Inc. (NIMU) will merge with Gravitics, Inc., issuing 35,000,000 shares of NIMU common stock as merger consideration and renaming the company Gravitics Holdings, Inc.
The merger will be accounted for as a reverse recapitalization, will result in Gravitics stockholders holding not less than 95.5% of outstanding shares and current NIMU stockholders holding not more than 4.5%. Closing is conditioned on SEC effectiveness of the registration statement, a proposed $40.0 million public offering, Nasdaq uplisting approval and other customary closing conditions.
Non-Invasive Monitoring Systems, Inc. reported that it has amended the maturity dates on four related-party promissory notes. Each note has a principal amount of $75,000 and is held by either Frost Gamma Investments Trust, a trust controlled by director Dr. Phillip Frost, or by Chairman and Interim CEO Dr. Jane Hsiao, both beneficial owners of more than 10% of the company’s common stock.
The amendments move the maturity dates from June 30, 2026 to September 30, 2026, and no other terms of the notes were changed. The full terms of the fourth amendments are provided in the attached exhibits.
Non-Invasive Monitoring Systems, Inc. entered into Amendment No. 1 to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc. on June 30, 2026.
The amendment extends the defined Outside Termination Date, adds resale registration rights for a holder of a convertible note, and revises certain closing conditions described in Sections 5.1 and 5.3 of the original March 6, 2026 agreement. The full amendment text is filed as Exhibit 10.1.
Non-Invasive Monitoring Systems, Inc. entered into a Note Purchase Agreement with Defender Opportunity LLC, issuing a Convertible Promissory Note with principal of $809,705.75 to refinance outstanding insider-held promissory notes. The proceeds repaid $720,000 of principal and $89,705.75 of accrued interest owed to affiliates of Dr. Phillip Frost and Dr. Jane Hsiao.
The new note matures on December 31, 2026, bears interest at 11% annually until November 12, 2026 and 22% thereafter, with no interest payable if the Gravitics merger closes on or before September 30, 2026. The holder can convert amounts due into common stock at a $0.01966 conversion price, subject to a 4.99% beneficial ownership limit, which may be raised to 9.99%. All amounts automatically convert at this price upon closing of the planned Gravitics merger.
The company agreed to file a registration statement to register the resale of the conversion shares within 60 days after the merger’s effective date. Remaining insider notes of $300,000 stay outstanding without conversion rights and are expected to be repaid from a future merger-related financing.
Non-Invasive Monitoring Systems, Inc. furnished an Information Statement to holders of its Common Stock as of May 26, 2026 notifying shareholders that written consents from the Board and holders representing approximately 63.4% of the voting stock approved two actions: (1) board authority to effect a Reverse Stock Split at a ratio between 1-for-100 and 1-for-500, and (2) board authority to change the corporate name to Gravitics Holdings, Inc..
The Reverse Split is conditioned on the Board’s selection of the exact ratio, a minimum waiting period after mailing, and FINRA approval; the Name Change is conditioned on FINRA approval and consummation of the Merger. The Company states these steps are tied to a planned merger with Gravitics, Inc., an anticipated Public Offering of at least $40.0 million and an intended uplisting to Nasdaq. No shareholder vote will be solicited because written consents representing a majority of voting power were delivered.
Non-Invasive Monitoring Systems, Inc. is furnishing this Information Statement to notify shareholders that written consents from the Board and holders of approximately 63.4% of the voting stock authorized two actions: (1) a reverse stock split at a ratio the Board may set between 1-for-100 and 1-for-500, and (2) a corporate name change to "Gravitics Holdings, Inc." to occur at the Board’s discretion. The consents cover the Board’s authority to file Articles of Amendment, and no shareholder meeting or proxy solicitation will be held. The Reverse Split is contemplated to become effective only after the Board sets the ratio and after FINRA approval; the Name Change is conditioned on FINRA approval and the consummation of the Merger. The Information Statement notes the Company’s plan for a merger with Gravitics, Inc., an intended public offering of at least $40.0 million, and an uplisting to Nasdaq, and explains effects on outstanding shares, authorized shares (to remain at 400,000,000), fractional-share treatment, accounting and tax treatment, and lack of appraisal rights under Florida law.
Non-Invasive Monitoring Systems, Inc. reports first-quarter 2026 results as a shell company with no operating revenue and ongoing losses. Net loss widened to about $163,000 for the three months ended March 31, 2026, from $39,000 a year earlier, mainly because general and administrative expenses rose to $144,000 from $23,000 due to professional fees tied to a planned merger with Gravitics.
The balance sheet remains weak. Cash was only $24,000 at March 31, 2026, against total liabilities of about $1.19 million and a shareholders’ deficit of roughly $1.16 million. The company carries $720,000 of related-party notes payable to entities controlled by major shareholders and executives, all at 11% interest, and subsequently added $300,000 more in May 2026.
Management states there is substantial doubt about the company’s ability to continue as a going concern, citing continuing losses, negative working capital and very limited cash. The company also discloses a material weakness in internal control over financial reporting, driven by insufficient personnel and weak segregation of duties, although management believes the financial statements fairly present the company’s condition.