Merger planned; NIMU (OTC: NIMU) to acquire Gravitics pending $40M offering
Non-Invasive Monitoring Systems, Inc. files a Form 10-KT for the transition period ending December 31, 2025 and discloses a proposed Merger Agreement to acquire Gravitics.
The filing states 154,810,655 shares outstanding and an aggregate market value of common equity held by non‑affiliates of $0.2 million computed as of January 30, 2026. The company reports $6,000 of cash, negative working capital of approximately $978,000, and a net loss of $49,000 for the five months ended December 31, 2025. Management concludes there is substantial doubt about the company’s ability to continue as a going concern.
The Merger is conditioned on several items, including shareholder approvals, a Reverse Stock Split, an uplisting to Nasdaq (or other national exchange), delivery of audited Gravitics financials, and a firm commitment underwritten public offering of at least $40.0 million. Closing is expected on or before June 30, 2026, subject to customary conditions.
Positive
- None.
Negative
- None.
Insights
Merger contingent on multiple closing conditions, including a $40.0M underwriting and uplisting.
The Merger Agreement contemplates a reverse split, shareholder approvals, delivery of audited Gravitics financials, and an underwritten public offering of at least $40.0 million. These conditions are explicit and precedent to closing.
Timing is conditioned on those items; if any condition fails the Merger may not close. Subsequent filings and shareholder votes will provide the definitive milestones and approvals.
Company’s liquidity and going‑concern status create material financing need ahead of the Merger.
The company reports cash of $6,000, negative working capital of approximately $978,000, and an accumulated deficit of $29.1 million as of December 31, 2025. Net loss for the five months ended December 31, 2025 was $49,000.
Management states additional capital is required. The proposed $40.0 million offering is a stated closing condition; success of that financing and note conversions are central to deal completion and near‑term solvency.
Material weaknesses in internal controls are disclosed and remain unremediated as of year‑end.
Management identified control deficiencies including insufficient segregation of duties and undocumented procedures, concluding internal control over financial reporting was not effective as of December 31, 2025. The auditor included a going‑concern paragraph referencing substantial doubt.
Remediation progress, independent audit committee composition, and strengthened controls are items to watch in subsequent filings for improved financial reporting reliability.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM
(Mark One)
| Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 | |
| For the fiscal year ended ____________ |
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For
the Transition Period from |
Commission
File Number
| NON-INVASIVE MONITORING SYSTEMS, INC. |
| (Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
(Address of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| OTC Pink |
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such fi les). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and
asked price of such common equity, as of January 30, 2026 was: $
As
of December 31, 2025, there were
DOCUMENTS
INCORPORATED BY REFERENCE:
Non-Invasive Monitoring Systems, INC.
TABLE OF CONTENTS FOR FORM 10-K
| PART I | 4 | |
| Item 1. | Business. | 4 |
| Item 1A. | Risk Factors. | 4 |
| ITEM 1C. | CYBERSECURITY. | 7 |
| Item 2. | Properties. | 7 |
| Item 3. | Legal Proceedings. | 7 |
| Item 4. | Mine Safety Disclosures. | 7 |
| PART II | 8 | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 8 |
| Item 6. | Reserved | 8 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 8 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 9 |
| Item 8. | Financial Statements and Supplementary Data. | 10 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 22 |
| Item 9A(T). | Controls and Procedures. | 22 |
| Item 9B. | Other Information. | 22 |
| ITEM 9C. | Disclosure regarding foreign jurisdictions that prevent inspections | 22 |
| PART III | 23 | |
| Item 10. | Directors, Executive Officers and Corporate Governance. | 23 |
| Item 11. | Executive Compensation. | 26 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 27 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 28 |
| Item 14. | Principal Accountant Fees and Services. | 28 |
| PART IV | 29 | |
| Item 15. | Exhibits, Financial Statement Schedules | 29 |
| SIGNATURES | 30 | |
| 2 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains, in addition to historical information, certain forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our business, financial results, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results described in forward-looking statements. These factors include those set forth below as well as those contained in “Item 1A - Risk Factors” of this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission (“SEC”). We do not undertake any obligation to update forward-looking statements, except as required by applicable law. These forward-looking statements reflect our views only as of the date they are made with respect to future events and financial performance.
Risks and uncertainties, the occurrence of which could adversely affect our business, include the following:
| ● | Because Gravitics and the Company may not meet closing conditions we may not be successful in consummating the Merger. | |
| ● | We have a history of operating losses, we do not expect to become profitable in the near future and absent additional equity or debt financing, we may be unable to continue as a going concern. | |
| ● | We will require additional funding, which may not be available to us on acceptable terms, or at all. | |
| ● | We have experienced delays in filing certain annual and periodic reports with the SEC, and any recurrence could negatively impact our Company. | |
| ● | We may be exposed to risks relating to management’s assessment of our disclosure controls and procedures and internal controls over financial reporting. | |
| ● | Because we do not currently have an audit or compensation committee made up of independent directors, shareholders will have to rely on our directors, only one of whom is independent, to perform these functions. | |
| ● | We do not anticipate paying dividends on our common stock in the foreseeable future. | |
| ● | Because our common stock is a “penny stock,” it may be more difficult for investors to sell shares of our Common Stock, and the market price of our common stock may be adversely affected. | |
| ● | Our stock price has been volatile and there may not be an active, liquid trading market for our common stock. | |
| ● | Our quarterly results of operations will fluctuate, and these fluctuations could cause our stock price to decline. | |
| ● | Shareholders may experience dilution of ownership interests because of the future issuance of additional shares of our common stock and our preferred stock. |
* * * * *
| 3 |
PART I
Item 1. Business.
General
Non-Invasive Monitoring Systems, Inc. (together with its consolidated subsidiaries, the “Company,” “NIMS,” “we,” “us” or “our”) was incorporated under the laws of the State of Florida on July 16, 1980. The Company’s offices are located at 4400 Biscayne Boulevard, Miami, Florida, 33137 and its telephone number is (305) 575-4200.
Company Overview
Our primary business previously consisted of research, development, manufacturing, marketing and sales of non-invasive, motorized, whole body periodic acceleration (“WBPA”) platforms. These therapeutic acceleration platforms are intended as aids to temporarily increase local circulation for temporary relief of minor aches and pains, produce local muscle relaxation and reduce morning stiffness.
In May 2019, we effectively discontinued operations. The Company is a shell company as defined in Rule 12b-2 of the Exchange Act.
Products
We currently have no inventory and do not have any of our products available for sale.
Item 1A. Risk Factors.
Our future operating results may vary substantially from anticipated results due to a number of factors, many of which are beyond our control. The following discussion highlights some of these factors and the possible impact of these factors on our future results of operations. If any of the following events actually occurs, our business, financial condition or results of operations could be materially harmed. In that case, the value of our common stock could decline substantially.
Risks Relating to Our Business.
Because Gravitics and the Company may not meet closing conditions we may not be successful in consummating the Merger.
On May 6, 2026, the Company entered into a Merger Agreement to acquire Gravitics. Upon consummation of the Merger, the stockholders of Gravitics will own approximately 95.5% of the outstanding capital stock of the post-Merger Company. Customary closing conditions by the parties must be completed before closing the Merger which include Gravitics obtaining shareholder approval, the approval of the Reverse Stock Split by the Company’s shareholders and FINRA, an uplisting of the Company’s common stock shall have been approved by The Nasdaq Stock Market or other applicable national securities exchange (the “Uplisting”), a firm commitment underwritten public offering of at least $40.0 million (the “Offering”) shall have been consummated, the conversion of certain promissory notes payable on June 30, 2026 (unless extended) simultaneously with the consummation of the Uplisting and the Offering on terms acceptable by such noteholders, the delivery by Gravitics of its audited financial statements, and the receipt of certain third-party consents. Accordingly, there can be no assurances that the Merger will close.
We have a history of operating losses, we do not expect to become profitable in the near future and absent additional equity or debt financing, we may be unable to continue as a going concern.
Our consolidated financial statements for the five months ended December 31, 2025 and the year ended July 31, 2025 were prepared on a “going concern” basis; however substantial doubt exists about our ability to continue as a going concern as a result of recurring losses and an accumulated deficit. We are not profitable and have been incurring material losses. Our net losses for our fiscal five months ended December 31, 2025 was $49,000 and years ended July 31, 2025 and 2024 were $152,000 and $108,000 respectively. As of December 31, 2025, we had an accumulated deficit of $29.1 million and a shareholders’ deficit of $995. The Company had $6,000 of cash at December 31, 2025 and negative working capital of approximately $978,000. Absent additional equity or debt financing, we will be unable to continue as a going concern, and you may lose all your investment in us.
We will require additional funding, which may not be available to us on acceptable terms, or at all.
We will need to raise additional capital in order for us to continue as a going concern. We will need to finance future cash needs primarily through public or private equity offerings, debt financings, mergers or acquisitions. We do not know whether additional funding will be available on acceptable terms, or at all. We cannot assure you that we could obtain such approval. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution, and debt financing, if available, may require that we agree to covenants that restrict our operations. To the extent that we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our products or grant licenses on terms that may not be favorable to us.
We have experienced delays in filing certain annual and periodic reports with the SEC, and any recurrence could negatively impact our Company.
During the past fiscal year, we did not timely file our Annual Report on Form 10-K for the year ended July 31, 2025 and the subsequent Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, which resulted in a period during which we were not current in our reporting obligations under the Securities Exchange Act of 1934. Upon the filing of the Form 10-K for the year ended July 31, 2025 on January 30, 2026 and the filing of the Form 10-Q for the quarter ended October 31, 2025 on January 30, 2026, the Company became current in its reporting obligations.
However, there can be no assurance that future reporting delays will not occur. Any failure to timely file required reports could adversely affect investor confidence, limit the availability of public information regarding our Company, and negatively impact the liquidity and trading price of our securities.
| 4 |
We may be exposed to risks relating to management’s assessment of our disclosure controls and procedures and internal controls over financial reporting.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired. We have identified material weaknesses in our internal controls, and we cannot provide assurances that these material weaknesses will be effectively remediated, or that additional material weaknesses will not occur in the future.
We are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
Furthermore, we cannot be certain that our efforts will be sufficient to remediate current or prevent future material weaknesses or significant deficiencies from occurring.
The internal control procedures over the completeness and accuracy of the general ledger information and the risk assessment process are not formally documented and may not be designed and operate with a level of precision adequate to prevent or detect misstatements.
Risks Relating to Corporate Governance
Because we do not currently have an audit or compensation committee made up of independent directors, shareholders will have to rely on our directors, only one of whom is independent, to perform these functions.
Currently, we do not have an independent audit committee. Our one independent director (who resigned August 28, 2025) along with the other Directors functions as our audit committee and is comprised of four directors, none of whom are not considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. An independent audit committee plays a crucial role in the corporate governance process, assessment of the Company’s processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and its ability to pursue the committee’s responsibilities, this could compromise management of our business.
We do not have a functioning compensation committee comprised of independent directors. The Board of Directors performs these functions as a whole. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.
| 5 |
Risks Relating to Our Stock.
We do not anticipate paying dividends on our common stock in the foreseeable future.
We have not declared and paid cash dividends on our common stock in the past, and we do not anticipate paying any cash dividends in the foreseeable future. We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases and you sell your shares.
Because our common stock is a “penny stock,” it may be more difficult for investors to sell shares of our common stock, and the market price of our common stock may be adversely affected.
Our common stock, which trades on the OTC PINK, is a “penny stock” since, among other things, the stock price is below $5.00 per share, it is not listed on a national securities exchange, and it has not met certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the penny stock rules, the investor may be able to cancel its purchase and get its money back.
If applicable, the penny stock rules may make it difficult for investors to sell their shares of our common stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our common stock may be adversely affected. Also, many brokers choose not to participate in penny stock transactions. Accordingly, investors may not always be able to resell their shares of our common stock publicly at times and prices acceptable to them.
Our stock price has been volatile and there may not be an active, liquid trading market for our common stock.
Our stock price has experienced significant price and volume fluctuations and may continue to experience volatility in the future. The price of our common stock has ranged between $0.00 and $0.01 for the 52-week period ended December 31, 2025. Many factors, including those described in this report and others, have a significant impact on the price of our common stock. Also, you may not be able to sell your shares at the best market price if trading in our stock in not active or if the volume is low. There is no guarantee that an active trading market for our common stock will be maintained on the OTC PINK or elsewhere.
Our quarterly results of operations may fluctuate, and these fluctuations could cause our stock price to decline.
Our quarterly operating results may fluctuate in the future. These fluctuations could cause our stock price to decline. As a result, in some future quarters our financial or operating results may not meet the expectations of potential securities analysts and investors which could result in a decline in the price of our stock.
| 6 |
Shareholders may experience dilution of ownership interests because of the future issuance of additional shares of our common stock and our preferred stock.
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present shareholders. We are currently authorized to issue an aggregate of 401,000,000 shares of capital stock, consisting of 400,000,000 shares of common stock and 1,000,000 designated shares of preferred stock with preferences and rights to be determined by our Board of Directors. As of January 30, 2026, there were outstanding 154,810,655 shares of our common stock, 100 shares of our Series B preferred stock and there were no outstanding options to purchase shares of our common stock. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We may issue additional shares, warrants or other convertible securities in the future in conjunction with capital raising efforts, including at a price (or exercise price) below the price at which shares of our common stock are then currently traded on the OTC PINK.
Item 1B. Other Information
None
Item 1C. Cybersecurity
Item 2. Properties.
Our principal corporate office is located at 4400 Biscayne Blvd., Miami, Florida. We occupy this space from Frost Real Estate Holdings, LLC, which is a company controlled by Dr. Phillip Frost, a member of the Board of Directors and one of our largest beneficial shareholders. We previously leased the approximately 1,800 square feet under a lease agreement, which commenced with a five-year term on January 1, 2008 and expired on December 31, 2012, and then we went on a month-to-month basis and then in February 2016 the office space rent was reduced to $0 per month.
Item 3. Legal Proceedings.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
| 7 |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market for common stock
Our common stock is quoted on the OTC PINK under the symbol NIMU.OB. The table below sets forth, for the respective periods indicated, the high and low bid prices for the Company’s common stock as reported by the OTC PINK. The following bid quotations represent inter-dealer prices, without adjustments for retail mark-ups, mark-downs or commissions and may not necessarily represent actual transactions.
| Quarter Ended | High | Low | ||||||
| March 31, 2024 | $ | 0.02 | $ | 0.00 | ||||
| June 30, 2024 | $ | 0.02 | $ | 0.01 | ||||
| September 30, 2024 | $ | 0.02 | $ | 0.00 | ||||
| December 31, 2024 | $ | 0.01 | $ | 0.00 | ||||
| March 31, 2025 | $ | 0.02 | $ | 0.00 | ||||
| June 30, 2025 | $ | 0.01 | $ | 0.01 | ||||
| September 30, 2025 | $ | 0.02 | $ | 0.00 | ||||
| December 31, 2025 | $ | 0.01 | $ | 0.00 | ||||
Since our inception, we have not paid any dividends on our common stock, and we do not anticipate that we will pay dividends in the foreseeable future. At December 31, 2025, we had 1,390 shareholders of record based on information provided by our transfer agent, Equity Stock Transfer. We believe that the actual number of beneficial shareholders is considerably higher.
Recent Sales of Unregistered Securities and Use of Proceeds.
None
Issuer Purchases of Equity Securities
None
Item 6. [Reserved].
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Transition Report on Form 10-KT should be read in conjunction with our Annual Report on Form 10-K contains, in addition to historical information, certain forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those set forth below as well as those contained in “Item 1A - Risk Factors” of this Transition Report on Form 10-KT. We do not undertake any obligation to update forward-looking statements, except as required by applicable law. These forward-looking statements reflect our views only as of the date they are made with respect to future events and financial performance.
Overview
We previously were engaged in the development, manufacture and marketing of non-invasive, whole body periodic acceleration (“WBPA”) therapeutic platforms, which are motorized platforms that move a subject repetitively head to foot. The Company discontinued operations in May 2019; accordingly, certain assets, liabilities and expenses are classified as discontinued operations.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. A more detailed discussion on the application of these and other accounting policies can be found in Note 2 in the Notes to the Consolidated Financial Statements set forth in Item 8 of this Annual Report on Form 10-K. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.
| 8 |
Results of Operations
We have discontinued operations in May 2019.
Five Month Transition Period Ended December 31, 2025 Compared to Five Month Transition Period Ended December 31, 2024 (unaudited)
General and administrative costs and expenses. General and administrative (“G&A”) costs and expenses was $21,000 for the five months ended December 31, 2025, as compared to $77,000 for the five months ended December 31, 2024. This $56,000 net decrease was primarily associated with reduced professional fees and insurance expense as a result of insufficient capital to incur expense.
Total operating costs and expenses. Total operating costs and expenses from continuing operations was $21,000 for the five months ended December 31, 2025, as compared to $77,000 for the five months ended December 31, 2024. This $56,000 decrease was primarily due to G&A expense, as explained above.
Interest expense. Net interest expense was $28,000 and $24,000 for the five months ended December 31, 2025 and 2024, respectively. The interest expense is related to the Promissory Notes described in Note 7 to the accompanying consolidated financial statements.
Net loss. Net loss was $49,000 for the five months ended December 31, 2025, as compared to $101,000 for the five months ended December 31, 2024. This $52,000 decrease was primarily attributable to a reduction in the incurrence of operating expenses.
Liquidity and Capital Resources
Our operations have been primarily financed through private sales of our equity securities and notes received from related parties.
At December 31, 2025, we had cash of $6,000 and negative working capital of approximately $978,000. We expect that our existing funds will not be sufficient to support our current operations over the next twelve months. No assurance can be given that such additional financing will be available on acceptable terms or at all. Our ability to sell additional shares of our stock and/or borrow cash could be materially adversely affected by the economic uncertainty in the global equity and credit markets. Current economic conditions have been, and continue to be, volatile, and continued instability in these market conditions may limit our ability to access the capital necessary to fund and grow our business and to replace, in a timely manner, maturing liabilities.
Net cash used in operating activities decreased to $22,000 for the five months ended December 31, 2025 as compared to $69,000 for the five months ended December 31, 2024. This $47,000 decrease was principally due to decreases in expenses and in cash used for accounts payable and accrued expenses.
Notes payable- related party are summarized in the following table (in thousands):
| As
of December 31, 2025 | As
of July 31, 2025 | |||||||
| (a) Notes payable- Frost Gamma Investments Trust | $ | 470 | $ | 445 | ||||
| (b) Notes payable- Dr. Jane Hsiao | 150 | 150 | ||||||
| Total Notes payable - related party | $ | 620 | $ | 595 | ||||
(a) The Company has outstanding notes payable to Frost Gamma Investments Trust (“Frost Gamma”) which pertained to promissory notes issued in fiscal 2021 and 2022, in the principal amount of $75,000 and $75,000, respectively. The promissory notes accrue interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026, as amended on January 5, 2026. The Frost Gamma promissory note may be prepaid in advance of the maturity date without penalty. Frost Gamma is a trust controlled by Dr. Phillip Frost, a current director of the Company, and who beneficially owns in excess of 10% of the Company’s common stock.
On August 15, 2023, the Company entered into a new promissory note agreement with Frost Gamma in the principal amount of $200,000, which also accrues interest at a rate of 11% per annum, payable on the maturity date June 30, 2026, as amended on January 5, 2026. This promissory note may also be prepaid in advance of the maturity date without penalty.
On September 25, 2024, October 23, 2024, January 23, 2025 and August 27, 2025, the Company entered into new promissory note agreements with Frost Gamma in the aggregate principal amount of $120,000, which also accrues interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026, as amended on January 5, 2026. The promissory notes may also be prepaid in advance of the maturity date without penalty.
On August 27, 2025, the Company entered into a Promissory Note in the principal amount of $25,000 which also accrues interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026, as amended on January 5, 2026. The promissory notes may also be prepaid in advance of the maturity date without penalty.
On January 2, 2026, the Company entered into a new promissory agreement with Frost Gamma in the aggregate principal amount of $100,000, which also accrues interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026. The promissory notes may also be prepaid in advance of the maturity date without penalty.
There were no payments made on the promissory notes to Frost Gamma and as such, total outstanding notes payable balance was $470,000 and $445,000 as of December 31, 2025 and July 31, 2025, respectively.
(b) The Company has outstanding notes payable Jane Hsiao, Ph.D. (“Dr. Hsiao”) which pertained to promissory notes issued in fiscal 2021 and 2022, in the principal amount of $75,000 and $75,000, respectively. The promissory notes accrue interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026, as amended on January 5, 2026. The promissory notes to Dr. Hsiao may be prepaid in advance of the maturity date without penalty. Dr. Hsiao is the Company’s Chairman and Interim CEO, and who beneficially owns in excess of 10% of the Company’s common stock.
There were no payments made on the promissory notes to Dr. Hsiao and as such, total outstanding notes payable balance was $150,000 as of December 31, 2025 and July 31, 2025, respectively.
On January 5, 2026, the Company and each of Dr. Frost and Dr. Hsiao entered into amendments for each of the outstanding promissory to extend the maturity date from December 31, 2025 to June 30, 2026
Our plans include assessing potential mergers and acquisitions. We will need to raise additional capital. There can be no assurance that we will be able to raise additional capital on terms acceptable to us or at all.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company as defined in Rule 12b-2 of the Exchange Act, we are not required to include the information otherwise required by this item.
| 9 |
Item 8. Financial Statements and Supplementary Data.
| Report of Independent Registered Public Accounting Firm (PCAOB ID |
11 |
| Consolidated Balance Sheets at December 31, 2025 and July 31, 2025 | 12 |
| Consolidated Statements of Operations for the five months ended December 31, 2025 and 2024 (unaudited) | 13 |
| Consolidated Statements of Changes in Shareholders’ Deficit for the five months ended December 31, 2025 and 2024 (unaudited) | 14 |
| Consolidated Statements of Cash Flows for the five months ended December 31, 2025 and 2024 (unaudited) | 15 |
| Notes to Consolidated Financial Statements | 16 |
| 10 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Non-Invasive Monitoring Systems, Inc.
Miami, Florida
Opinion on the Financial Statements
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company incurred a net loss and used cash in operations during the period ended December 31, 2025, and the Company had a shareholders’ deficit as of that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provided a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
March 27, 2026
| 11 |
NON-INVASIVE MONITORING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| December 31, 2025 | July 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | - | |||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Current liabilities - discontinued operations | ||||||||
| Notes payable – related parties | ||||||||
| Accrued interest – related parties | ||||||||
| Total current liabilities | ||||||||
| Commitments and contingencies | - | - | ||||||
| Shareholder’ deficit | ||||||||
| Series B preferred stock
- par value $ | - | - | ||||||
| Common Stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 12 |
NON-INVASIVE MONITORING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Five Months Ended December 31, 2025 and 2024
(In thousands, except per share data)
| 2025 | (Unaudited) 2024 | |||||||
For the Five Months Ended December 31, | ||||||||
| 2025 | (Unaudited) 2024 | |||||||
| Operating costs and expenses | ||||||||
| General and administrative | ||||||||
| Total operating costs and expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Interest expense, related parties | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||
| Basic and diluted loss per common share | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 13 |
NON-INVASIVE MONITORING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
Five Months Ended December 31, 2025 and 2024 (unaudited)
(In thousands, except share amounts)
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Preferred Stock | Additional | |||||||||||||||||||||||||||
| Series B | Common Stock | Paid in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at July 31, 2025 | - | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at December 31, 2025 | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Preferred Stock | Additional | |||||||||||||||||||||||||||
| Series B | Common Stock | Paid in | Accumulated | |||||||||||||||||||||||||
| (Unaudited) | Shares | Amount | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||
| Balance at July 31, 2024 | - | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at December 31, 2024 | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 14 |
NON-INVASIVE MONITORING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Five Months Ended December 31, 2025 and 2024
(In thousands)
| 2025 | 2024 | |||||||
| For the Five Months Ended | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Extinguishment of accounts payable | - | - | ||||||
| Changes in operating assets and liabilities | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Accrued interest – related parties | ||||||||
| Net cash used in operating activities of continuing operations | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from notes payable – related parties | ||||||||
| Net cash provided by financing activities of continuing operations | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash of continuing operations, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 15 |
NON-INVASIVE MONITORING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of and for the PERIODS ended December 31, 2025, JULY 31, 2025 and 2024
1. ORGANIZATION AND BUSINESS
Organization. Non-Invasive Monitoring Systems, Inc., a Florida corporation (together with its consolidated subsidiaries, the “Company” or “NIMS”). The Company previously developed and marketed its Exer-Rest® line of acceleration therapeutic platforms based upon unique, patented whole body periodic acceleration (“WBPA”) technology of which the Company maintains patents. The Company maintains limited administration, but does not have any operations or inventory.
Business. The Company is currently a shell company (as defined in Rule 12b-2 of the Exchange Act).
Going
Concern. The Company’s consolidated financial statements have been prepared and presented on a basis assuming it will continue
as a going concern. As reflected in the accompanying consolidated financial statements, the Company had net losses from continuing
operations of approximately $
The Company is seeking potential mergers, acquisitions and strategic collaborations. There is no assurance that the Company will be successful in this regard, and, if not successful, that it will be able to continue its business activities. The accompanying consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Non-Invasive Monitoring Systems of Florida, Inc., which has no current operations, and NIMS of Canada, Inc., a Canadian corporation, which has no current operations. All inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, such as deferred taxes as estimates, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ materially from these estimates.
| 16 |
Cash
and Cash Equivalents. The Company considers all highly liquid short-term investments purchased with an original maturity date of three
months or less to be cash equivalents. The Company had approximately $
Income Taxes. The Company uses the asset and liability method to determine the income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized.
The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2020 to 2024 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. The net operating losses are generally subject to examination up to three years after the utilization of such losses. It is the Company’s policy to include income tax interest and penalty expense in its tax provision.
Fair Value of Financial Instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2025 and July 31, 2025. The respective carrying value of certain on-balance-sheet financial instruments such as cash, prepaid expenses and accounts payable and accrued expenses approximate fair values because they are short term in nature.
Loss Contingencies. We recognize contingent losses that are both probable and estimable. In this context, we define probability as circumstances under which events are likely to occur. In regard to legal costs, we record such costs as incurred.
Related Parties. The Company follows ASC 850 “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Recent Accounting Pronouncements. The Company considers the applicability and impact of all relevant Accounting Standard Updates (“ASU’s”). Our conclusion was that they did not have any material effect on the consolidated financial statements.
3. DISCONTINUED OPERATIONS
On
May 3, 2019, the Company exchanged its inventory for forgiveness of accrued unpaid rent. Concurrent with the exchange management with
the appropriate level of authority determined to discontinue the operations of the product segment. As of December 31, 2025 and July 31, 2025,
accounts payable and accrued expenses related to these operations had a balance of $
4. SHAREHOLDERS’ DEFICIT
The
Company has one class of Preferred Stock. Holders of Series B Preferred Stock are entitled to vote with the holders of common stock as
a single class on all matters. We are currently authorized to issue an aggregate of
Series
B Preferred Stock is not redeemable by the Company and has a liquidation value of $
The
Company did
| 17 |
5. BASIC AND DILUTED LOSS PER SHARE
Basic
net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares
that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon conversion of preferred
stock. In computing diluted net loss per share for the five months ended December 31, 2025 and 2024,
6. RELATED PARTY TRANSACTIONS
Our
principal corporate office is located at 4400 Biscayne Blvd., Miami, Florida. We occupy this space from Frost Real Estate Holdings, LLC,
which is a company controlled by Dr. Phillip Frost, a member of the Board of Directors and one of our largest beneficial shareholders.
We previously leased the approximately 1,800 square feet under a lease agreement, which commenced with a five-year term on January 1,
2008 and expired on December 31, 2012, and then we went on a month-to-month basis and then in February 2016 the office space rent was
reduced to $
For
the periods ended December 31, 2025 and 2024, the Company did not record any rent expense related to the Miami lease. At December
31, 2025 and July 31, 2025 there was $
The Company has related party notes outstanding, as described below in Note 7.
The Company is under common control with multiple entities and the existence of that control could result in operating results or financial position of each individual entity significantly different from those that would have been obtained if the entities were autonomous. One of those related parties, OPKO Health, Inc. (“OPKO”) and the Company are under common control and OPKO has a one percent ownership interest in the Company that OPKO has accounted for as an equity method investment due to the ability to significantly influence the Company.
| 18 |
7. NOTES PAYABLE – RELATED PARTY
Notes payable- related party are summarized in the following table (in thousands):
SCHEDULE OF NOTES PAYABLE- RELATED PARTY
| As
of December 31, 2025 | As
of July 31, 2025 | |||||||
| (a) Notes payable- Frost Gamma Investments Trust | $ | $ | ||||||
| (b) Notes payable- Dr. Jane Hsiao | ||||||||
| Total Notes payable - related party | $ | $ | ||||||
(a)
On
August 15, 2023,
On
September 25, 2024, October 23, 2024, January 23, 2025 and August 27, 2025, the Company entered into new promissory note agreements with
Frost Gamma in the aggregate principal amount of $
There
were
On January 5, 2026, the Company and each of Dr. Frost and Dr. Hsiao entered into amendments for each of the outstanding promissory to extend the maturity date from December 31, 2025 to June 30, 2026.
(b)
There
were
On January 5, 2026, the Company and each of Dr. Frost and Dr. Hsiao entered into amendments for each of the outstanding promissory notes to extend the maturity date from December 31, 2025 to June 30, 2026.
| 19 |
8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses from continuing operations are summarized in the following table (in thousands):
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| December 31, 2025 | July 31, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued redemption | ||||||||
| Accrued other | ||||||||
| Total | $ | $ | ||||||
9. INCOME TAXES
The Company accounts for income taxes using the asset and liability method. Pursuant to this method, deferred tax assets and liabilities are established for the differences between the financial reporting and the tax bases of the Company’s assets and liabilities and net operating loss carryforwards at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The
accounting for uncertain tax positions guidance under ASC 740 requires that we recognize the financial statement benefit of a tax position
only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions
meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a
The Company files its tax returns in the U.S. federal jurisdiction and with U.S. states. The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. There are currently no tax audits that have commenced with respect to income tax or any other returns in any jurisdiction. Tax years ranging from 2021 to 2025 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. Because the Company is carrying forward income tax attributes, such as net operating losses and tax credits from earlier tax years, these attributes can still be audited when utilized on returns filed in the future. It is the Company’s policy to include income tax interest and penalties expense in its tax provision.
The
difference between income taxes at the statutory federal income tax rate of
SCHEDULE OF FEDERAL INCOME TAX RATE AND INCOME TAXES
| December 31, 2025 | % | December 31, 2024 | % | |||||||||||||
| Income tax benefit at the federal statutory rate from continuing operations | $ | ( | ) | $ | ( | ) | ||||||||||
| State income taxes, net of effect of federal taxes | ( | ) | ( | ) | ||||||||||||
| Expired net operating losses | - | - | ||||||||||||||
| Change in valuation allowance | ( | ) | ( | |||||||||||||
| Total | $ | - | - | $ | - | - | ||||||||||
| 20 |
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets consist of the following (in thousands):
SCHEDULE OF DEFERRED TAX ASSETS
| December 31, 2025 | July 31, 2025 | |||||||
| Federal and State net operating loss | $ | $ | ||||||
| Foreign net operating loss | ||||||||
| Other | - | - | ||||||
| Gross deferred tax assets | ||||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
At
December 31, 2025, the Company had available Federal and State net operating loss carry forwards of approximately $
A
valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely
than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive
and negative, management has determined that a full $
10. SUBSEQUENT EVENTS
Merger Agreement
On March 6, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among the Company, Gravitics Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (the “Merger Sub”), and Gravitics, Inc., a Delaware corporation (“Gravitics”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, at the effective time (the “Effective Time”) (i) Merger Sub will be merged with and into Gravitics, (ii) the separate corporate existence of Merger Sub will thereupon cease and Gravitics will be the surviving corporation (the “Surviving Corporation”), and (iii) the Surviving Corporation will become a wholly-owned subsidiary of the Company (the “Merger”).
The Merger
On
March 6, 2026, the Company’s Board of Directors unanimously (i) approved and declared advisable the Merger Agreement and the Merger
and other transactions contemplated thereby, (ii) authorized the Company to effect a reverse stock split (the “Reverse Stock
Split”) of the Company’s common stock, par value $
At the Effective Time, the Company plans to change its business focus to the business of Gravitics, which designs and manufactures large space structures including orbital carriers, cargo logistics spacecraft, and space station modules to be used for commercial development in earth orbit and beyond. In connection with the Merger, the Company intends to change its name and trading symbol to a name and trading symbol that are more representative of the business of Gravitics.
In addition, at the Effective Time, the members of the Board intend to (i) appoint individuals to the Board to be designated by Gravitics, a majority of whom shall qualify as “independent” under Nasdaq Rule 5605(a)(2), and which will include Colin Doughan, the Chief Executive Officer of Gravitics, as Chairman, and (ii) subsequently, resign as directors. The officers of the post-Merger Company will be such individuals as are determined by the newly constituted Board.
The parties expect the closing of the Merger to occur on or before June 30, 2026, or on such other date that the parties mutually agree to in writing. See, “Risk Factors-Risks Relating to Our Business-Because Gravitics may not meet closing conditions we may not be successful in consummating the Merger.
Extension of Related Party Promissory Notes
On January 5, 2026, the Company and each of Dr. Frost and Dr. Hsiao entered into amendments for each of the outstanding promissory notes to extend the maturity date from December 31, 2025 to June 30, 2026 (see Note 7).
Promissory Noted dated January 2, 2026 in the Amount of $100,000
On January 2, 2026, NIMS entered into a Promissory
Note in the principal amount of $
| 21 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
The Company’s management, with the participation of its Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) as of December 31, 2025. Based upon that evaluation, the Interim Chief Executive Officer and Chief Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures were not effective due to the material weakness identified below.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
Process and procedures – The Company does not employ a sufficient number of individuals to maintain optimal segregation of duties. The internal control procedures over the completeness and accuracy of the general ledger information and the risk assessment process are not formally documented and may not be designed and operate with a level of precision adequate to prevent or detect misstatements. Since internal control procedures are not formally documented, management cannot monitor their effectiveness.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Notwithstanding the existence of these material weaknesses in the Company’s internal control over financial reporting, the Company’s management believes that the consolidated financial statements included in this Form 10-K fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the last quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
During
the five months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not Applicable
| 22 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We believe that the combination of the respective qualifications, skills and experience of our directors contribute to an effective and well-functioning board and that, individually and as a whole, our directors possess the necessary qualifications to provide effective oversight of our business and quality advice to our management. Our directors are elected annually and serve until the next annual meeting of shareholders and until their successors are elected and appointed, or until his or her earlier resignation, removal from office or death. Information regarding the age, experience and qualifications of each director is set forth below.
| Name | Age | |||
| Jane H. Hsiao, Ph.D., MBA | 78 | |||
| Subbarao V. Uppaluri, Ph.D. (1) | 76 | |||
| Philip Frost, M.D. | 88 | |||
| James Martin, CPA, MBA | 59 | |||
| Adam Logal (2) | 47 | |||
| (1) | Dr. Uppaluri resigned from the Board effective August 28, 2025. | |
| (2) | Mr. Logal was appointed to the Board effective September 3, 2025. |
Jane H. Hsiao, Ph.D., MBA. Dr. Hsiao has served as a Director and Chairman of the Board of Directors (the “Board”) of the Company since October 2008 and as Interim Chief Executive Officer since February 2012. Dr. Hsiao has served as Vice Chairman and Chief Technical Officer of OPKO Health, Inc. (“OPKO”) (NASDAQ: OPK), a specialty healthcare company, since May 2007 and as a director since February 2007. Dr. Hsiao previously served as a director of each of Asensus Surgical, Inc. (NYSE American: ASXC), a medical device company, Cocrystal Pharma, Inc. (NASDAQ: COCP), a biotechnology company developing antiviral therapeutics for human diseases, Neovasc, Inc. (NASDAQ: NVCN), a company developing and marketing medical specialty vascular devices. Dr. Hsiao served as the Vice Chairman-Technical Affairs of IVAX from 1995 to January 2006. Dr. Hsiao served as Chairman, Chief Executive Officer and President of IVAX Animal Health, IVAX’s veterinary products subsidiary, from 1998 to 2006.
Dr. Hsiao’s background in medical device and pharmaceutical industry, as well as her senior management experience, allow her to play an integral role in overseeing the Company. In addition, as a result of her role as director and/or chairman of other companies in the biotechnology and life sciences space, she also has a keen understanding and appreciation of the many regulatory and development issues confronting pharmaceutical and biotechnology companies.
Phillip Frost, M.D. Dr. Frost has served as a Director of the Company since June 2023. Dr. Frost been the Chief Executive Officer and Chairman of the Board of Opko Health, Inc. (NASDAQ:OPK), a multi-national pharmaceutical and diagnostics company since March 2007. Dr. Frost serves as a director for Cocrystal Pharma, Inc. (NASDAQ:COCP), a biotechnology company developing new treatments for viral diseases. He also currently serves on the board of Grove Bank & Trust and Morgan Solar. He has been a member of the Board of Trustees of the University of Miami since 1983 and was Chairman from 2001 to 2004. He is on the Advisory Board of the Shanghai Institute for Advanced Immunochemical Studies in China and is a trustee of the Miami Jewish Home for the Aged and serves on the Executive Committee of the Board of Mount Sinai Medical Center. He serves as Chairman of Temple Emanu-El, Governor of Tel Aviv University and is a member of the Executive Committee of The Phillip and Patricia Frost Museum of Science. Dr. Frost served as a director of Ladenburg Thalmann Financial Services Inc. from 2004 to 2006 and as Chairman from July 2006 until September 2018. Dr. Frost previously served as a director for Castle Brands (NYSE:ROX). Dr. Frost had served as Chairman of the Board of Directors and Chief Executive Officer of IVAX Corporation (“IVAX”) from 1987 until its acquisition by Teva in January 2006. Dr. Frost was Chairman of the Board of Directors of Key Pharmaceuticals, Inc. from 1972 until its acquisition by Schering Plough Corporation in 1986. Dr. Frost was a Governor of the American Stock Exchange from 1992 to 2008 and Co-Vice Chairman from 2001 until its merger with the New York Stock Exchange.
Dr. Frost has successfully founded several companies and overseen the development and commercialization of a multitude of products. This combined with his experience as a physician and chairman and/or chief executive officer of large pharmaceutical companies has given him insight into virtually every facet of business. He is a demonstrated leader with keen business understanding and is uniquely positioned to help guide our Company.
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Subbarao V. Uppaluri, Ph.D. Dr. Uppaluri served as a Director of the Company from October 2008 until August 28, 2025. Dr. Uppaluri served as Senior Vice President and Chief Financial Officer of OPKO from May 2007 until July 2012 and as a consultant of OPKO until February 2014. Dr. Uppaluri served as the Vice President, Strategic Planning and Treasurer of IVAX from 1997 until December 2006. Before joining IVAX, from 1987 to August 1996, Dr. Uppaluri was Senior Vice President, Senior Financial Officer and Chief Investment Officer with Intercontinental Bank, a publicly traded commercial bank in Florida. In addition, he served in various positions, including Senior Vice President, Chief Investment Officer and Controller, at Peninsula Federal Savings & Loan Association, a publicly traded Florida S&L, from October 1983 to 1987. His prior employment, during 1974 to 1983, included engineering, marketing and research positions with multinational companies and research institutes in India and the United States. Dr. Uppaluri previously served on the boards of OPKO, Winston Pharmaceuticals Inc., Ideation Acquisition Corp., Tiger X Medical, Inc. and Kidville.
On August 28, 2025, Subbarao Uppaluri notified the board of directors of his resignation as a member of the Board and Audit Committee. Mr. Uppaluri’s resignation was not the result of any disagreement with NIMS on any matter relating to NIMS’ operations, policies or practices.
Adam Logal. On September 3, 2025, the Company’s Board appointed Adam Logal as a director. Mr. Logal has served as OPKO’s Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer since March 2014, Vice President of Finance, Chief Accounting Officer and Treasurer from July 2012 until March 2014, and Director of Finance, Chief Accounting Officer and Treasurer from March 2007 until July 2012. In addition, Mr. Logal also served as President of GeneDx, LLC, a former subsidiary of OPKO, from July 2020 to June 2021. He previously served on the board of directors of Xenetics Biosciences, Inc. (NASDAQ:XBIO) from 2017 to 2024 and VBI Vaccines, Inc. (NASDAQ:VBIV) from April 2014 until 2018. From 2002 to 2007, Mr. Logal served in senior management of Nabi Biopharmaceuticals, a publicly traded, biopharmaceutical company engaged in the development and commercialization of proprietary products. Mr. Logal held various positions of increasing responsibility at Nabi Biopharmaceuticals, last serving as Senior Director of Accounting and Reporting.
Mr. Logal brings extensive financial expertise to the Board. His experience as a chief financial officer has given him broad understanding and expertise, particularly relating to business, accounting and finance matters.
James J. Martin, CPA, MBA. Mr. Martin, has served as a Director of the Company since June 2023, and has served as our Chief Financial Officer since January 2011, and, from July 2010 through January 2011, he served as our Controller. Since February 2017, Mr. Martin serves as the Chief Financial Officer and Co-Chief Executive Officer of Cocrystal Pharma, Inc (NASDAQ: COCP), a clinical stage biotechnology company. From January 2011 to October 2, 2013, Mr. Martin served as Chief Financial Officer of SafeStitch prior to its merger with Asensus Surgical, Inc. Since September 2014 Mr. Martin has served as Chief Financial Officer of VBI Vaccines Inc. (formerly SciVac Therapeutics, Inc.) (NASDAQ: VBIV), pharmaceutical development and manufacturing company. From April 2014 to September 2015, Mr. Martin served as Chief Financial Officer of Vapor Corp, Inc. (NASDAQ: VPCO), a vaporizer retail and wholesale company. From July 2010 through January 2011, Mr. Martin served as Controller of each of SafeStitch and Aero Pharmaceuticals, Inc. (“Aero”). Prior to joining NIMS, from 2008 through 2010, Mr. Martin served as Controller of AAR Aircraft Services-Miami, a subsidiary of AAR Corp, an aerospace and defense company at which he was responsible for all financial reporting and logistics for AAR Aircraft Services-Miami. From 2005-2008, Mr. Martin served as Controller of Avborne Heavy Maintenance, a commercial aircraft maintenance repair and overhaul company. Mr. Martin previously has served as Vice President of Finance of Aero, a privately held pharmaceutical distributor.
Mr. Martin brings extensive business experience to the Board. His experience as a CEO and chief financial officer has given him broad understanding and expertise, particularly relating to business, accounting and finance matters.
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Identification of Executive Officers
The following individuals are our executive officers:
| Name | Age | Position | ||
| Jane H. Hsiao, Ph.D., MBA | 78 | Interim Chief Executive Officer and Director | ||
| James J. Martin, CPA, MBA | 59 | Chief Financial Officer, Treasurer and Director |
Each of our officers serves until the earlier of her or his resignation, removal by the Board or death.
Biographical information for Jane H. Hsiao and James J. Martin is set forth above.
Section 16(a) Beneficial Ownership Reporting Compliance
Under section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s directors, executive officers and persons who own more than ten percent (10%) of our common stock are required to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of the common stock and other equity securities of the Company. To the Company’s knowledge, based solely on a review of copies of such reports furnished to the Company during and/or with respect to the year ended December 31, 2025, the Company is not aware of any late or delinquent filings required under Section 16(a) of the Exchange Act in respect of the Company’s common stock or other equity securities.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and other persons performing similar functions. A copy of our Code of Business Conduct and Ethics is available by request. We intend to post amendments to, or waivers from a provision of, our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer or persons performing similar functions on our website. Neither our website nor any information contained or linked therein constitutes a part of this report.
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Item 11. Executive Compensation.
Summary Compensation Table
The following table summarizes the compensation information for the years ended December 31, 2025 and 2024 for our principal executive officer and each of the two most highly compensated executive officers receiving compensation in excess of $100,000 in any such fiscal year. We refer to these persons as our named executive officers.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||
| Jane Hsiao – Interim CEO (1) | 2025 | – | – | – | – | – | ||||||||||||||||
| 2024 | – | – | – | – | – | |||||||||||||||||
| 1. | Dr. Hsiao receives no salary from the Company and does not have any outstanding stock option awards. |
Outstanding Equity Awards as of December 31, 2025
We did not have any equity award plan or any equity awards outstanding during the year ended December 31, 2025.
Risk Considerations in our Compensation Programs
We have reviewed our compensation structures and policies as they pertain to risk and have determined that our compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company.
We did not have any equity award plan during the year ended December 31, 2025 and we did not have any outstanding. As of December 31, 2025, the aggregate number of outstanding stock options (both exercisable and unexercisable) for each non-employee director was as follows:
| Name | Stock Options |
|||
| Jane H. Hsiao, Chairman/CEO | – | |||
| Phillip Frost, M.D. | – | |||
| Adam Logal | – | |||
| Subbarao V. Uppaluri, Ph.D. | – | |||
| James Martin, CFO | – | |||
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Director Compensation
For the year ended December 31, 2025, our directors did not receive any compensation for their respective service on our Board or any committee thereof. Our directors do not have any outstanding stock options.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of October 25, 2024 concerning the beneficial ownership of our voting stock by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of each class of voting stock, (ii) each of our directors, (iii) each current named executive officer, and (iv) all of our current named executive officers and directors as a group. Unless otherwise noted, all holders listed below have sole voting power and investment power over the shares beneficially owned by them, except to the extent such power may be shared with such person’s spouse.
| Common Stock | ||||||||
| Names and
Addresses of Directors, Officers and 5% Beneficial Holders (1) | No.
of Shares Beneficially Owned (2) | Percent
of Class (3) | ||||||
| Jane H. Hsiao, Ph.D., Chairman of the Board and Interim CEO (4) | 43,455,734 | 28.1 | % | |||||
| Phillip Frost, M.D. (5) | 54,690,325 | 35.3 | % | |||||
| Subbarao V. Uppaluri, Ph.D., Director (6) | – | * | ||||||
| James J. Martin, Director and Chief Financial Officer | 25,000 | * | ||||||
| Adam Logal | – | * | ||||||
| All Directors and Executive Officers as a group (5 Persons) | 98,271,060 | 63.48 | % | |||||
| Frost Gamma Investments Trust (7) | 54,690,325 | 35.3 | % | |||||
| Hsu Gamma Investments, L.P. (8) | 24,553,660 | 15.9 | % | |||||
| * | Less than 1% |
| (1) | The mailing address of each 5% beneficial holder listed is 4400 Biscayne Blvd., Miami, Florida 33137. |
| (2) | A person is deemed to be the beneficial owner of common stock and preferred stock that can be acquired by such person within 60 days from December 31, 2025 upon exercise of option and warrants, or through the conversion of convertible preferred stock. |
| (3) | Based on 154,810,655 shares of common stock issued and outstanding as of December 31, 2025. Each beneficial owner’s percentage ownership is determined by assuming that options and warrants that are held by such person (but not those held by any other person) and that are exercisable within 60 days from the date hereof have been exercised and that any convertible secured stock held by such person (but no other person) has been converted into common stock. |
| (4) | Common stock holdings include 24,553,660 shares of common stock held by Hsu Gamma Investments, L.P. and 2,150,000 common stock held by Chin Hsiung Hsiao Family Trust A. Dr. Jane Hsiao is trustee of the Chin Hsiung Hsiao Family Trust A. and Dr. Jane Hsiao is the general partner of Hsu Gamma Investments, L.P. |
| (5) | Includes beneficial ownership of shares held by Frost Gamma Investments Trust. |
(6)
(7) |
Dr. Uppaluri resigned from the Board effective August 28, 2025.
Dr. Phillip Frost is the trustee and Frost Gamma, Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma, Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. |
| (8) | Dr. Jane Hsiao is the general partner of Hsu Gamma Investments, L.P. |
Equity Compensation Plan Information
The Company does not have any approved equity compensation plans. There are no outstanding options.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dr. Frost is a director and over 5% shareholder of Cocrystal Pharma, Inc. (“Cocrystal Pharma”), a clinical stage Nasdaq listed biotechnology company. The Company’s Chief Financial Officer also serves as the Chief Financial Officer and Co-Chief Executive Officer of Cocrystal Pharma.
The Company signed a five year lease for administrative office space in Miami, Florida with a company controlled by Dr. Phillip Frost, who is the beneficial owner of more than 10% of the Company’s common stock. The rental payments under the Miami office lease, which commenced January 1, 2008 and expired on December 31, 2012, were approximately $1,250 per month and then continued on a month-to-month basis. In February 2016 the rent was reduced to $0 per month. For the years ended December 31, 2025 and 2024, the Company did not record any rent expense related to the Miami lease. At December 31, 2025 and 2024 there was $0 rent payable.
The Company is under common control with multiple entities and the existence of that control could result in operating results or financial position of each individual entity significantly different from those that would have been obtained if the entities were autonomous. One of those related parties, OPKO Health, Inc. (“OPKO”) and the Company are under common control and OPKO has a one percent ownership interest in the Company that OPKO has accounted for as an equity method investment due to the ability to significantly influence the Company.
Notes payable- related party are summarized in the following table (in thousands):
| As
of December 31, 2025 | As
of July 31, 2025 | |||||||
| (a) Notes payable- Frost Gamma Investments Trust | $ | 470 | $ | 445 | ||||
| (b) Notes payable- Dr. Jane Hsiao | 150 | 150 | ||||||
| Total Notes payable - related party | $ | 620 | $ | 595 | ||||
(a) The Company has outstanding notes payable to Frost Gamma Investments Trust (“Frost Gamma”) which pertained to promissory notes issued in fiscal 2021 and 2022, in the principal amount of $75,000 and $75,000, respectively. The promissory notes accrue interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026, as amended on January 5, 2026. The Frost Gamma promissory note may be prepaid in advance of the maturity date without penalty. Frost Gamma is a trust controlled by Dr. Phillip Frost, a current director of the Company, and who beneficially owns in excess of 10% of the Company’s common stock.
On August 15, 2023, the Company entered into a new promissory note agreement with Frost Gamma in the principal amount of $200,000, which also accrues interest at a rate of 11% per annum, payable on the maturity date June 30, 2026, as amended on January 5, 2026. This promissory note may also be prepaid in advance of the maturity date without penalty.
On September 25, 2024, October 23, 2024, January 23, 2025 and August 27, 2025, the Company entered into new promissory note agreements with Frost Gamma in the aggregate principal amount of $120,000, which also accrues interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026, as amended on January 5, 2026. The promissory notes may also be prepaid in advance of the maturity date without penalty.
There were no payments made on the promissory notes to Frost Gamma and as such, total outstanding notes payable balance was $470,000 and $445,000 as of December 31, 2025 and July 31, 2025, respectively.
Subsequent to the fiscal year ended December 31, 2025, the Company entered into additional promissory notes with Frost Gamma in the aggregate principal amount of $125,000 which accrues interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026, as amended on January 5, 2026. The promissory notes may also be prepaid in advance of the maturity date without penalty.
(b) The Company has outstanding notes payable Jane Hsiao, Ph.D. (“Dr. Hsiao”) which pertained to promissory notes issued in fiscal 2021 and 2022, in the principal amount of $75,000 and $75,000, respectively. The promissory notes accrue interest at a rate of 11% per annum, payable on the maturity date on June 30, 2026, as amended on January 5, 2026. The promissory notes to Dr. Hsiao may be prepaid in advance of the maturity date without penalty. Dr. Hsiao is the Company’s Chairman and Interim CEO, and who beneficially owns in excess of 10% of the Company’s common stock.
There were no payments made on the promissory notes to Dr. Hsiao and as such, total outstanding notes payable balance was $150,000 as of December 31, 2025 and July 31, 2025, respectively.
On January 5, 2026, the Company and each of Dr. Frost and Dr. Hsiao entered into amendments for each of the outstanding promissory notes to extend the maturity date from December 31, 2025 to June 30, 2026.
Director Independence
Following the resignation of Subbarao Uppaluri on August 28, 2025, the Board no longer had any members that were deemed to be an independent director pursuant to Nasdaq Stock Market Rule 5605(a)(2) and applicable SEC rules and regulations. Directors Jane Hsiao, who serves as the Company’s Interim CEO, Dr. Phillip Frost, who beneficially owns approximately 35% of the Company’s outstanding common equity, James J. Martin, the Company’s Chief Financial Officer and Adam Logal, are not deemed independent.
Item 14. Principal Accountant Fees and Services.
Fees and Services
The following table sets forth the total fees billed to us by Weinberg for its audit of our consolidated annual financial statements and other services for the five months ended December 31, 2025 and the years ended July 31, 2025 and 2024, respectively.
| Five months ended December 31, 2025 | 2025 | 2024 | ||||||||||
| Audit Fees | $ | 12,000 | $ | 43,000 | $ | 43,000 | ||||||
| Audit-Related Fees | – | – | ||||||||||
| Tax Fees | – | – | ||||||||||
| All Other Fees | – | – | ||||||||||
| Total Fees | $ | 12,000 | $ | 43,000 | $ | 43,000 | ||||||
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Pre-Approval Policies and Procedures
Our Audit Committee previously had a policy in place that required its review and pre-approval of all audit and permissible non-audit services provided by our independent auditors. The services requiring pre-approval by the audit committee may include audit services, audit related services, tax services and other services. The pre-approval requirement is waived with respect to the provision of non-audit services if (i) the aggregate amount of all such non-audit services provided to us constitutes not more than 5% of the total fees paid by us to our independent auditors during the fiscal year in which such non-audit services were provided, (ii) such services were not recognized at the time of the engagement to be non-audit services, and (iii) such services are promptly brought to the attention of the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Audit Committee. Following Steve Rubin’s resignation from the Audit Committee in March 2023, pre-approval services were conducted by the full Board. During fiscal 2025 and 2024, 100% of the audit related services and all other services provided by Weinberg and Company, for the periods as our principal independent registered public accountant were pre-approved.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) List of documents filed as part of this report:
1. Financial Statements: The information required by this item is contained in Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedules: The information required by this item is included in the consolidated financial statements contained in Item 8 of this Annual Report on Form 10-K.
3. Exhibits: See Index to Exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
| Date: March 27, 2026 | By: | /s/ Jane H. Hsiao |
| Jane H. Hsiao | ||
| Interim Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jane H. Hsiao, Ph.D. | Interim Chief Executive Officer and Chairman of the | March 27, 2026 | ||
| Jane H. Hsiao, Ph.D. | Board of Directors (Principal Executive Officer) | |||
| /s/ Phillip Frost, M.D. | Director | March 27, 2026 | ||
| Phillip Frost, M.D. | ||||
| /s/ Adam Logal | Director | March 27, 2026 | ||
| Adam Logal | ||||
| /s/ James J. Martin | Chief Financial Officer (Principal Financial Officer) | March 27, 2026 | ||
| James J. Martin | and Director |
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INDEX TO EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
| Exhibit No. | Description of Exhibits | |
| 2.1 | Agreement and Plan of Merger and Reorganization (Incorporated by Reference from Exhibit 2.1 to Form 8-K filed on March 12, 2026. | |
| 3.1 | Articles of Incorporation, as amended (Incorporated by Reference from Exhibit 3.1 to Form 8-K filed on April 8, 2008) | |
| 3.2 | Articles of Amendment to Articles of Incorporation (Incorporated by Reference from Exhibit 3.1 to Form 8-K filed on December 3, 2008) | |
| 3.3 | Articles of Amendment to Articles of Incorporation (Incorporated by Reference from Exhibit 3.3 to Form 10-Q filed on March 17, 2010) | |
| 3.4 | By-Laws, as amended (Incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on December 15, 2009) | |
| 3.5 | Articles of Amendment to Articles of Incorporation (incorporated by Reference from Annex A to Schedule 14C filed on April 3, 2012). | |
| 10.13 | Lease Agreement dated January 1, 2008 between the Registrant and Frost Real Estate Holdings, LLC (incorporated by reference from Exhibit 10.17 to Form 10-K filed on October 29, 2009). | |
| 10.90 | Form of Lock-Up and Voting Agreement (incorporated by reference from Exhibit 10.1 to Form 8-K filed December 4, 2018). | |
| 10.91 | Form of Stock Purchase Agreement, dated December 21, 2018 (incorporated by reference from Exhibit 10.1 to Form 8-K filed December 28, 2018). | |
| 10.92 | Debt Exchange Agreement, dated December 21, 2018, by and among the Company and the Creditors (incorporated by reference from Exhibit 10.2 to Form 8-K filed December 28, 2018). | |
| 10.93 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma dated October 4, 2021 (incorporated by reference from Exhibit 10.1 to Form 8-K filed October 6, 2021). | |
| 10.94 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated October 4, 2021 (incorporated by reference from Exhibit 10.2 to Form 8-K filed October 6, 2021). | |
| 10.95 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated September 16, 2022 (incorporated by reference from Exhibit 10.1 to Form 8-K filed September 19, 2022). |
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| 10.96 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated September 16, 2022 (incorporated by reference from Exhibit 10.2 to Form 8-K filed September 19, 2022). | |
| 10.97 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated August 15, 2023 (incorporated by reference from Exhibit 10.1 to Form 8-K filed August 16, 2023). | |
| 10.98 | First Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated October 4, 2021 (incorporated by reference from Exhibit 10.2 to Form 8-K filed August 16, 2023). | |
| 10.99 | First Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated October 4, 2021 (incorporated by reference from Exhibit 10.3 to Form 8-K filed August 16, 2023). | |
| 10.100 | First Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated September 16, 2022 (incorporated by reference from Exhibit 10.4 to Form 8-K filed August 16, 2023). | |
| 10.101 | First Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated September 16, 2022 (incorporated by reference from Exhibit 10.5 to Form 8-K filed August 16, 2023). | |
| 10.102 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated September 25, 2024 (incorporated by reference from Exhibit 10.1 to Form 8-K filed September 27, 2024). | |
| 10.103 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated October 23, 2024 (incorporated by reference from Exhibit 10.103 to Form 10-K filed on October 25, 2024) | |
| 10.104 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated January 23, 2025 (incorporated by reference from Exhibit 10.1 to Form 8-K filed January 24, 2025) | |
| 10.105 | Third Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated October 4, 2021 (incorporating by reference from Exhibit 10.1 to Form 8-K filed January 7, 2026) | |
| 10.106 | Third Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated October 4, 2021 (incorporating by reference from Exhibit 10.2 to Form 8-K filed January 7, 2026) | |
| 10.107 | Third Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 16, 2022 (incorporating by reference from Exhibit 10.3 to Form 8-K filed January 7, 2026) | |
| 10.108 | Third Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated September 16, 2022 (incorporating by reference from Exhibit 10.4 to Form 8-K filed January 7, 2026) | |
| 10.109 | Second Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated August 15, 2023 (incorporating by reference from Exhibit 10.5 to Form 8-K filed January 7, 2026) | |
| 10.110 | Second Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 25, 2024 (incorporating by reference from Exhibit 10.6 to Form 8-K filed January 7, 2026) | |
| 10.111 | Second Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated October 23, 2024 (incorporating by reference from Exhibit 10.7 to Form 8-K filed January 7, 2026) | |
| 10.112 | Second Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated January 23, 2025 (incorporating by reference from Exhibit 10.8 to Form 8-K filed January 7, 2026) | |
| 10.113 | First Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated August 27, 2025 (incorporating by reference from Exhibit 10.9 to Form 8-K filed January 7, 2026) | |
| 10.114 | Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated January 2, 2026 (incorporating by reference from Exhibit 10.10 to Form 8-K filed January 7, 2026) | |
| 14.1 | Code of Ethics (incorporated by reference from Exhibit 14.1 to Form 10-K filed on October 29, 2009). | |
| 21.1* | Subsidiaries of the Company | |
| 31.1* | Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934. | |
| 31.2* | Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934. | |
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| * | Filed herewith |
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FAQ
What does NIMU's Form 10-KT say about the proposed Gravitics merger?
How much cash and working capital does NIMU report as of December 31, 2025?
How many NIMU shares are outstanding and what is the market value reported?
What are the primary financing conditions required to close the Merger for NIMU?
Does NIMU disclose any internal control or audit concerns?
