NON INVASIVE MONITORING SYSTEMS INC /FL/ (NIMU) SEC Filings

NON-INVASIVE MONITORING SYSTEMS, INC. (NIMU) has filed an amended Form S-4 for an all‑stock merger with Gravitics, Inc. NIMU, currently a Florida shell company quoted on the OTC Pink Market, will acquire Gravitics via a reverse triangular merger and be renamed Gravitics Holdings, Inc., seeking listing on Nasdaq under the symbol “GVTX.”

At closing, Gravitics stockholders will receive 30,080,837 shares of NIMU common stock, 5,605,759 options, and 355,050 warrants, so that they collectively hold at least 96.5% of fully diluted equity; existing NIMU holders will own no more than 3.5%, reflecting substantial dilution and a change of control. The transaction is conditioned on effectiveness of this registration, completion of a public offering of up to $125.0 million, approval of a Nasdaq uplisting, conversion/repayment of specified NIMU debt, and other customary closing conditions.

NIMU has already completed a 1‑for‑150 reverse stock split, reducing outstanding shares from 154,810,655 to 1,032,640. A 2026 Equity Incentive Plan reserving 9,000,000 shares was approved by written consent of holders of about 63.4% of NIMU stock; other stockholders are not being asked to vote on the merger or the plan and have no appraisal rights under Florida law.

NON INVASIVE MONITORING SYSTEMS INC (NIMU) reports that its merger target, Gravitics, Inc., entered into a Loan Agreement on August 17, 2026 with BZH SPO LLC for an unsecured credit facility of $1,000,000, fully funded on August 18, 2026. The Note bears interest at 4.0% per 30-day period on a simple, non-compounding basis and carries an additional 50% original issue discount of the principal amount of each tranche for each 30-day interest period, with a maturity 60 days after the initial funding date. After day 60, a default premium of 3.0% per 30-day period automatically accrues. Gravitics must use specified “Priority Proceeds,” including proceeds from a planned offering and certain customer contracts, to prepay the Note, which ranks pari passu with other unsecured, unsubordinated debt. Non-Invasive Monitoring Systems executed a Guarantee and Assumption Agreement of Gravitics’ obligations, which becomes effective only upon consummation of the proposed merger in which Gravitics will become a wholly owned subsidiary; the Note is expected to be repaid from proceeds of a public offering completed in conjunction with the merger closing.

NON-INVASIVE MONITORING SYSTEMS, INC. (NIMU) filed an amended Form S‑1 for a primary offering of 8,064,516 shares of common stock, aiming to raise $125,000,000 at an assumed price of $15.50 per share, with a 45‑day over‑allotment option for up to 1,209,677 additional shares. All shares are sold by the company, which expects net proceeds of about $121.7 million after underwriting fees and expenses.

The offering is tied to a merger in which Gravitics Merger Sub Inc. will merge into Gravitics, Inc., creating a combined company to be renamed Gravitics Holdings, Inc. and uplisted to Nasdaq under the symbol “GVTX.” After the merger but before the offering, Gravitics stockholders are expected to own about 96.5% of the combined company and current NIMU stockholders about 3.5%. Shares outstanding are anticipated to be 31,388,048 pre‑offering and 39,452,564 post‑offering.

NIMU effected a 1‑for‑150 reverse stock split, reducing outstanding shares from 154,810,655 to 1,032,640. Gravitics is an early‑stage space structures company with no revenue for the six months ended June 30, 2026, a net loss of $24.5 million for that period, and an accumulated deficit of $67.0 million. Pro forma for the merger and offering, the combined company would have $117.4 million in cash and cash equivalents and total stockholders’ equity of $112.0 million. Proceeds are earmarked for R&D, manufacturing expansion, capital expenditures, debt repayment (including bridge and related‑party notes), and general corporate purposes. The filing highlights substantial risks, including going‑concern language for Gravitics, heavy losses, significant dilution, reliance on a nascent space market, and the need for continued access to capital.

Non-Invasive Monitoring Systems, Inc. entered into a Second Amendment to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc. on August 11, 2026. The amendment modifies the post-merger ownership structure of the combined company.

Following completion of the merger, Gravitics stockholders are expected to own approximately 96.5% of the combined company, while Non-Invasive Monitoring Systems’ stockholders are expected to own approximately 3.5%. The Second Amendment itself is listed as Exhibit 2.1, and is incorporated by reference as the governing document for these revised ownership terms.

Non-Invasive Monitoring Systems, Inc., a shell company with no active operations, reported a larger net loss of $284,000 for the quarter and $447,000 for the six months ended June 30, 2026, compared with $42,000 and $81,000 a year earlier. General and administrative expenses rose to $261,000 for the quarter and $404,000 for the half, from $26,000 and $49,000, primarily due to professional fees related to a planned all‑stock merger with Gravitics, Inc.

Cash increased to $160,000 from $6,000, funded mainly by $400,000 of related‑party notes and an $809,706 Convertible Promissory Note issued to an unrelated investor, whose proceeds were used to repay $720,000 of principal and $89,706 of interest on insider notes. Total liabilities were $1,607,000 and shareholders’ deficit was $1,443,000 at June 30, 2026, and the company disclosed substantial doubt about its ability to continue as a going concern.

The convertible note bears interest at 11% initially, rising to 22%, and is contingently convertible at $2.95 per share into up to 275,069 common shares, subject to a beneficial ownership cap. A 1‑for‑150 reverse stock split became effective July 30, 2026. Management reported a material weakness in internal control over financial reporting and concluded disclosure controls were not effective.

Non-Invasive Monitoring Systems, Inc. implemented a 1-for-150 reverse stock split of its common stock, effective in the market on July 30, 2026. The action was authorized by the board and a majority of shareholders and formalized through Articles of Amendment filed in Florida on July 27, 2026.

At the effective time, every 150 shares of common stock were automatically combined into one share, with any fractional shares rounded up to the nearest whole share. Issued and outstanding common shares declined from 154,810,655 immediately before the split to 1,032,640 immediately after. The par value remains $0.01 per share and total authorized common shares remain 400,000,000, so percentage ownership is largely unchanged apart from minor rounding effects.

Outstanding securities that are convertible into, or exercisable or exchangeable for, common stock will be adjusted proportionally in share amount and exercise or conversion price. The company’s common stock continues to trade on the OTC Markets Pink Limited Market under the symbol NIMU, and stockholder positions will be adjusted automatically with no action required.

Non-Invasive Monitoring Systems, Inc. is registering 35,000,000 shares of common stock on Form S-4 to use as stock consideration in an all‑stock merger with Gravitics, Inc. After a 1‑for‑150 reverse stock split and at the Merger’s Effective Time, Gravitics stockholders will receive shares so that they collectively hold at least 95.5% of the post‑merger company, while current Non‑Invasive Monitoring Systems stockholders hold no more than 4.5%.

The company will be renamed Gravitics Holdings, Inc., shift its business focus to Gravitics’ large space structures business, and has applied to list its common stock on Nasdaq under the symbol GVTX. The merger is conditioned on Nasdaq approval and a planned Public Offering of up to $125.0 million.

Existing debt of $809,705.75 will convert into common stock at a pre‑split price of $0.01966 per share, and an additional $300,000 of debt plus interest will be repaid from Public Offering proceeds. If completed, the transaction will be accounted for as a reverse recapitalization with Gravitics treated as the accounting acquirer.

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.