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Non-Invasive Monitoring amends charter, validates actions

Non-Invasive Monitoring Systems, Inc. has amended its charter indemnification provisions and filed Articles of Validation to address prior defective corporate actions.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NON INVASIVE MONITORING SYSTEMS INC (NIMU) reported that on September 17, 2026 it filed Articles of Amendment to its Articles of Incorporation with the Florida Department of State to revise the indemnification provisions for the company. On the same date, it also filed Articles of Validation with the Florida Department of State to validate defective corporate actions. The company notes that the full terms of these charter changes are set out in the filed Articles of Amendment and Articles of Validation, which are incorporated by reference as exhibits.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Articles of Amendment filing date September 17, 2026 Date Non-Invasive Monitoring Systems, Inc. filed Articles of Amendment in Florida
Articles of Validation filing date September 17, 2026 Date Non-Invasive Monitoring Systems, Inc. filed Articles of Validation in Florida
Report signature date September 22, 2026 Date the report was signed on behalf of Non-Invasive Monitoring Systems, Inc.
Articles of Amendment regulatory
"filed Articles of Amendment to the Articles of Incorporation"
Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.
Articles of Validation regulatory
"filed Articles of Validation with the Department of State"
indemnification provisions regulatory
"to revise the indemnification provisions therein"
Contract clauses that require one party to pay for losses, damages, or legal costs the other party suffers because of certain events or claims. They act like a contractual “safety net” or insurance: if a specified problem happens, the indemnifying party agrees to cover the financial harm. Investors care because these provisions shift potential liabilities and future cash outflows between parties, affecting a company’s risk profile and possible financial exposure.
defective corporate actions regulatory
"for the purpose of validating defective corporate actions"

FAQ

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

What did NON INVASIVE MONITORING SYSTEMS INC (NIMU) change in its corporate documents?
The company filed Articles of Amendment to its Articles of Incorporation on September 17, 2026 to revise its indemnification provisions, and also filed Articles of Validation to validate defective corporate actions. The detailed terms are contained in the exhibits referenced in the report.

When did NIMU file the Articles of Amendment and Articles of Validation?
Both the Articles of Amendment and the Articles of Validation were filed on September 17, 2026 with the Department of State of the State of Florida, as disclosed by Non-Invasive Monitoring Systems, Inc.

What is the purpose of the Articles of Amendment filed by NIMU?
The Articles of Amendment were filed to revise the indemnification provisions in the Articles of Incorporation of Non-Invasive Monitoring Systems, Inc. The exact revised language is contained in Exhibit 3.1, which is incorporated by reference.

Why did NON INVASIVE MONITORING SYSTEMS INC (NIMU) file Articles of Validation?
Non-Invasive Monitoring Systems, Inc. filed Articles of Validation with the Florida Department of State to validate defective corporate actions. The company references the full Articles of Validation as Exhibit 3.2 to the report.

Where can investors find the full text of NIMU’s new indemnification provisions?
The full text of the revised indemnification provisions is in the Articles of Amendment filed as Exhibit 3.1, which Non-Invasive Monitoring Systems, Inc. incorporates by reference into the report.

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

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false --12-31 0000720762 0000720762 2026-09-17 2026-09-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): September 17, 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, including zip code)

 

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

 

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 of 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 17, 2026, Non-Invasive Monitoring Systems, Inc. (the “Company”) filed Articles of Amendment to the Articles of Incorporation (the “Amendment”) with the Department of State of the State of Florida to revise the indemnification provisions therein.

 

In addition, on September 17, 2026, the Company filed Articles of Validation with the Department of State of the State of Florida for the purpose of validating defective corporate actions.

 

The foregoing description of the Amendment and Articles of Validation are not complete and are subject to and qualified in its entirety by reference to the Amendment and Articles of Validation, copies of which are filed with this Current Report on Form 8-K as Exhibit 3.1 and 3.2, and the terms of which are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibits
3.1   Articles of Amendment to the Articles of Incorporation - Indemnification
3.2   Articles of Validation
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document

 

 

 

 

SIGNATURE

 

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.

 

Dated: September 22, 2026 NON-INVASIVE MONITORING SYSTEMS, INC.
     
  By: /s/ James Martin
  Name: James Martin
  Title: Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

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