Non-Invasive Monitoring: merger offering expected at $50M

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Form Type

8-K

Rhea-AI Filing Summary

Non-Invasive Monitoring Systems, Inc. amended its merger agreement with Gravitics, Inc. and its wholly owned subsidiary, Gravitics Merger Sub, Inc., revising the agreement’s definition of “Public Offering.” The defined offering is an underwritten public offering with gross proceeds currently expected to be $50 million, but in no event less than $40 million, excluding the underwriter’s over-allotment option. All other merger-agreement terms remain unchanged.

Filing Explained

The merger agreement still calls for Merger Sub to merge into Gravitics, with Gravitics surviving as a wholly owned subsidiary of Non-Invasive Monitoring Systems; this filing reports an amendment, not completion of the merger.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Expected gross proceeds: $50 million Minimum gross proceeds: $40 million Merger Agreement date: March 6, 2026

3 metrics

Expected gross proceeds $50 million Currently expected for the defined underwritten public offering; excludes the underwriter’s over-allotment option.

Minimum gross proceeds $40 million The defined underwritten public offering is in no event to be below this amount; excludes the underwriter’s over-allotment option.

Merger Agreement date March 6, 2026 Date the Agreement and Plan of Merger and Reorganization was entered into.

Key Terms

Public Offering, underwritten public offering, over-allotment option, surviving corporation

4 terms

Public Offering financial

"modified the definition of “Public Offering”"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

underwritten public offering financial

"means an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

over-allotment option financial

"excluding the underwriter’s over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

surviving corporation technical

"Gravitics will continue as the surviving corporation"

The surviving corporation is the company entity that continues to exist after a merger, consolidation, or similar reorganization; it absorbs the assets, liabilities, contracts, and business of the combining firms and remains on the legal books while the other entities cease to exist. For investors, it matters because ownership, shareholder rights, outstanding securities, and regulatory or listing obligations move into that single continuing company—think of it as the ship that all passengers board after two boats are joined together.

FAQ

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

What offering size is defined in NIMU’s amended merger agreement?

The agreement defines a “Public Offering” as an underwritten public offering with gross proceeds currently expected to be $50 million, but in no event less than $40 million, excluding the underwriter’s over-allotment option.

How is the NIMU-Gravitics merger structured?

Gravitics Merger Sub, Inc. will merge with and into Gravitics, Inc. Gravitics will continue as the surviving corporation and a wholly owned subsidiary of Non-Invasive Monitoring Systems.

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

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Available on EDGAR 10/19/2026 - 03:02 PM EDT Accepted by SEC EDGAR 10/19/2026 - 03:02 PM EDT

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): October 19, 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)

(305) 575-4200

(Registrant’s Telephone Number, Including Area Code)

N/A

(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))

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

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
None		N/A		N/A

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

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on March 6, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Gravitics Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), and Gravitics, Inc., a Delaware corporation (“Gravitics”), pursuant to which Merger Sub will merge with and into Gravitics, and Gravitics will continue as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”). As also previously reported, the Merger Agreement was amended on June 30, 2026, August 5, 2026, and September 30, 2026.

On October 19, 2026, the Company, Merger Sub and Gravitics entered into a fourth amendment to the Merger Agreement (the “Amendment”), which modified the definition of “Public Offering,” so that it means an underwritten public offering with gross proceeds currently expected to be $50 million, but in no event less than $40 million (excluding the underwriter’s over-allotment option). All other terms of the Merger Agreement remain unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1		Amendment No. 4 to Agreement and Plan of Merger and Reorganization by and between Non-Invasive Monitoring Systems, Inc., Gravitics Merger Sub, Inc. and Gravitics, Inc., dated October 19, 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.

October 19, 2026	By:	/s/ James J. Martin
	Name:	James J. Martin
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents