Non-Invasive (NIMU) to own minority stake in Gravitics deal
Rhea-AI Filing Summary
Non-Invasive Monitoring Systems, Inc. entered into a Second Amendment to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc. on August 11, 2026. The amendment modifies the post-merger ownership structure of the combined company.
Following completion of the merger, Gravitics stockholders are expected to own approximately 96.5% of the combined company, while Non-Invasive Monitoring Systems’ stockholders are expected to own approximately 3.5%. The Second Amendment itself is listed as Exhibit 2.1, and is incorporated by reference as the governing document for these revised ownership terms.
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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, and exhibit attachments filed with this report.
Key Figures
Gravitics post-merger ownership: 96.5%
Non-Invasive Monitoring Systems post-merger ownership: 3.5%
Second Amendment date: August 11, 2026
+1 more
4 metrics
Gravitics post-merger ownership
96.5%
Approximate ownership of the combined company by Gravitics stockholders following the merger
Non-Invasive Monitoring Systems post-merger ownership
3.5%
Approximate ownership of the combined company by current company stockholders following the merger
Second Amendment date
August 11, 2026
Date the company entered into the Second Amendment to the merger agreement
Exhibit 2.1
Amendment No. 2 to Merger Agreement
Exhibit describing the revised merger and ownership terms among the parties
Key Terms
Material Definitive Agreement, Agreement and Plan of Merger and Reorganization, Inline XBRL
3 terms
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Agreement and Plan of Merger and Reorganization regulatory
"entered into a second amendment to its Agreement and Plan of Merger and Reorganization"
Inline XBRL technical
"Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
FAQ
What did Non-Invasive Monitoring Systems (NIMU) change in its merger agreement with Gravitics?
Non-Invasive Monitoring Systems entered a Second Amendment to its merger agreement with Gravitics. The amendment revises the post-merger ownership structure between Gravitics stockholders and existing Non-Invasive Monitoring Systems stockholders.
After the Gravitics merger, what percentage of the combined company will NIMU stockholders own?
After the merger, existing Non-Invasive Monitoring Systems stockholders are expected to own approximately 3.5% of the combined company. The remaining ownership will be held by Gravitics stockholders under the amended terms.
What ownership stake will Gravitics stockholders have in the combined company with NIMU?
Gravitics stockholders are expected to own approximately 96.5% of the combined company after the merger. This percentage reflects the revised ownership allocation set by the Second Amendment to the merger agreement.
When did Non-Invasive Monitoring Systems (NIMU) approve the Second Amendment to the Gravitics merger?
Non-Invasive Monitoring Systems entered into the Second Amendment on August 11, 2026. This amendment formally updates the ownership structure that will apply once the merger with Gravitics is completed.
Where can investors find the full terms of NIMU’s Second Amendment to the Gravitics merger agreement?
The Second Amendment is provided as Exhibit 2.1 to the company’s report. The company states that the complete terms of the revised merger and ownership structure are contained in that exhibit.
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