Non-Invasive Monitoring inks $809.7K convertible note deal

Non-Invasive Monitoring Systems, Inc. entered into a Note Purchase Agreement with Defender Opportunity LLC, issuing a Convertible Promissory Note with principal of $809,705.75 to refinance outstanding insider-held promissory notes.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Non-Invasive Monitoring Systems, Inc. entered into a Note Purchase Agreement with Defender Opportunity LLC, issuing a Convertible Promissory Note with principal of $809,705.75 to refinance outstanding insider-held promissory notes. The proceeds repaid $720,000 of principal and $89,705.75 of accrued interest owed to affiliates of Dr. Phillip Frost and Dr. Jane Hsiao.

The new note matures on December 31, 2026, bears interest at 11% annually until November 12, 2026 and 22% thereafter, with no interest payable if the Gravitics merger closes on or before September 30, 2026. The holder can convert amounts due into common stock at a $0.01966 conversion price, subject to a 4.99% beneficial ownership limit, which may be raised to 9.99%. All amounts automatically convert at this price upon closing of the planned Gravitics merger.

The company agreed to file a registration statement to register the resale of the conversion shares within 60 days after the merger’s effective date. Remaining insider notes of $300,000 stay outstanding without conversion rights and are expected to be repaid from a future merger-related financing.

Positive

The transaction refinances $720,000 of principal and $89,705.75 of accrued interest owed to insiders with a single convertible note held by an unaffiliated investor, simplifying related-party debt.
All amounts under the new note will automatically convert into equity at a fixed $0.01966 price if the planned Gravitics merger closes, eliminating cash repayment pressure at maturity in that scenario.

Negative

The convertible note carries a high interest structure, at 11% annually initially and increasing to 22% after November 12, 2026 if not converted or repaid earlier.
Conversion at a fixed $0.01966 per share in connection with the Gravitics merger could lead to meaningful equity dilution for existing shareholders, subject only to a 4.99%–9.99% beneficial ownership cap for the holder.

Insights

Company refinances insider debt with a high‑coupon, merger-linked convertible note.

Non-Invasive Monitoring Systems replaces insider-held notes with a $809,705.75 convertible held by an unaffiliated investor. The note carries 11% interest stepping to 22%, signaling expensive but available capital ahead of the planned merger with Gravitics, Inc..

The $0.01966 conversion price and automatic conversion at the Gravitics merger create potential equity dilution, partially restrained by a 4.99%–9.99% beneficial ownership cap. A commitment to register resale of conversion shares adds liquidity for the holder after the deal closes.

About $300,000 of remaining insider notes stay non-convertible and are expected to be repaid from future merger financing. Subsequent company filings will clarify whether the merger closes by September 30, 2026, which affects whether any interest is ultimately payable on the new note.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible note principal: $809,705.75 Original notes principal repaid: $720,000 Accrued interest repaid: $89,705.75 +5 more

8 metrics

Convertible note principal $809,705.75 Principal amount of new Convertible Promissory Note issued June 24, 2026

Original notes principal repaid $720,000 Aggregate principal of insider-held notes repaid with proceeds

Accrued interest repaid $89,705.75 Aggregate accrued and unpaid interest on original notes repaid

Initial interest rate 11% per annum Interest rate from June 24, 2026 until November 12, 2026

Stepped-up interest rate 22% per annum Interest rate after November 12, 2026 if note not converted or repaid

Conversion price $0.01966 per share Price at which amounts due convert into common stock

Beneficial ownership cap 4.99% (up to 9.99%) Limit on holder’s ownership upon conversion of the note

Remaining insider notes $300,000 principal Non-convertible notes still held by Dr. Frost and Dr. Hsiao

Key Terms

Note Purchase Agreement, Convertible Promissory Note, beneficial ownership limitation, Regulation D, +2 more

6 terms

Note Purchase Agreement financial

"entered into a Note Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company sold"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

Convertible Promissory Note financial

"sold the Buyer a Convertible Promissory Note (the “Convertible Note”) in the principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

beneficial ownership limitation financial

"subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Regulation D regulatory

"exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Non-Invasive Monitoring Systems (NIMU) arrange on June 24, 2026?

Non-Invasive Monitoring Systems issued a Convertible Promissory Note with principal of $809,705.75 to Defender Opportunity LLC. The proceeds repaid outstanding insider-held promissory notes, replacing related-party debt with a single convertible obligation held by an unaffiliated investor.

How were the proceeds of the new NIMU convertible note used?

The company used the $809,705.75 in proceeds to fully repay certain existing notes. These consisted of $720,000 in principal and $89,705.75 of accrued and unpaid interest owed to entities affiliated with directors Dr. Phillip Frost and Dr. Jane Hsiao.

What are the key interest and maturity terms of NIMU’s new convertible note?

The Convertible Promissory Note bears 11% annual interest from June 24, 2026 until November 12, 2026, and 22% thereafter, with a stated maturity on December 31, 2026. No interest is payable if the Gravitics merger is consummated on or before September 30, 2026.

At what price can the NIMU convertible note be converted into common stock?

Amounts due under the note may be converted into common stock at a fixed conversion price of $0.01966 per share. All amounts will automatically convert at this price upon closing of the planned merger with Gravitics, Inc., subject to a beneficial ownership cap.

What beneficial ownership limits apply to Defender Opportunity’s conversions in NIMU?

Defender Opportunity’s conversions are capped by a beneficial ownership limitation of 4.99% of outstanding common stock. This cap may be increased, at the holder’s option, to 9.99%, restricting how many shares can be issued upon any conversion at a given time.

What remaining insider debt does Non-Invasive Monitoring Systems (NIMU) still owe after this transaction?

After the note sale, Dr. Frost and Dr. Hsiao continue to hold company promissory notes with an aggregate principal of $300,000. These remaining notes are not convertible and are expected to be repaid from financing the company plans to conduct in connection with the merger.

How will NIMU handle registration of shares issued upon conversion of the new note?

The company agreed to file a registration statement with the SEC within 60 days after the Gravitics merger’s effective date. This registration will cover resale of all shares issued upon conversion of the new Convertible Promissory Note, subject to effectiveness as soon as practicable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2026

Non-Invasive Monitoring Systems, Inc.

(Exact name of registrant as specified in its charter)

Florida

000-13176

59-2007840

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4400 Biscayne Blvd., Suite 180

Miami, Florida

33137

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (305) 575-4200

(Former name or former address, if changed since last report.):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
None		Not Applicable		Not Applicable

Item 1.01 Entry into a Material Definitive Agreement.

On June 24, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), and Defender Opportunity LLC, a Delaware limited liability company (the “Buyer” or the “Holder”), entered into a Note Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company sold the Buyer a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $809,705.75 (the “Note Sale Transaction”). The proceeds from the Note Sale Transaction were used by the Company to repay in full the amounts due under certain outstanding promissory notes of the Company (the “Original Notes”), consisting of an aggregate of $720,000 in principal and an aggregate of $89,705.75 of accrued and unpaid interest due thereon. The Original Notes were held by Dr. Jane Hsaio, an officer and director of the Company and beneficial owner of more than 10% of the Company’s common stock, and an affiliate of Dr. Phillip Frost, a director of the Company and beneficial owner of more than 10% of the Company’s common stock. The Buyer is not an affiliate of the Company, Dr. Frost or Dr. Hsiao.

The Convertible Note was issued on June 24, 2026 (the “Original Issue Date”) and has a stated maturity date of December 31, 2026 (the “Maturity Date”). The Convertible Note may not be prepaid in whole or in part without the prior written consent of the Holder. The Convertible Note bears interest at the rate of 11% per annum from the Original Issue Date until November 12, 2026, and 22% per annum thereafter, and shall be due and payable upon the earlier of (i) the conversion in full of the Convertible Note after November 12, 2026, (ii) any prepayment of the Convertible Note with the consent of the Holder, or (iii) the Maturity Date; provided, however, that no interest will be payable on the Convertible Note if the Merger (as defined below) is consummated on or before September 30, 2026. Amounts due under the Convertible Note may be converted into shares of the Company’s Common Stock (the “Conversion Shares”), at any time at the option of the Holder, at a conversion price of $0.01966 per share (the “Conversion Price”). In addition, the full amount due under the Convertible Note will automatically convert into Conversion Shares at the Conversion Price upon the closing of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger and Reorganization the Company entered into with Gravitics, Inc., dated March 6, 2026 (as previously reported in a Current Report on Form 8-K the Company filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026). Notwithstanding the foregoing, the Holder’s conversion of amounts due under the Convertible Note is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the option of the Holder. The Conversion Price and number of Conversion Shares issuable upon conversion of the Convertible Note is subject to adjustment from time to time for any subdivision or consolidation of the Company’s shares and other standard dilutive events.

Pursuant to the Purchase Agreement, the Company agreed that, on or before 60 days after the effective date of the Merger, the Company will prepare and file a registration statement with the SEC to register the resale of all of the Conversion Shares, and will use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable thereafter.

Following the Note Sale Transaction, Dr. Frost and Dr. Hsiao still hold promissory notes of the Company in the aggregate principal amount of $300,000 (the “Remaining Notes”). The Remaining Notes do not have conversion rights with respect to the amounts due thereunder. It is contemplated that the amounts due under the Remaining Notes will be repaid from the proceeds of a financing the Company plans to conduct in connection with the Merger.

The foregoing descriptions of the Purchase Agreement and Convertible Note and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and Convertible Note filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above is incorporated by reference into this Item 3.02.

The issuance of the Convertible Note was and, upon conversion of the Convertible Note, the issuance of the Conversion Shares will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the SEC under of the Securities Act of 1933, as amended, as transactions by an issuer not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1	Convertible Promissory Note, dated June 24, 2026
10.1	Note Purchase Agreement, dated June 24, 2026
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Non-Invasive Monitoring Systems, Inc.

Date: June 26, 2026	By:	/s/ James J. Martin
	Name:	James J. Martin
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EX-10.1 47.2 KB

Non-Invasive Monitoring inks $809.7K convertible note deal