Non-Invasive sets 96.5/3.5 Gravitics merger split

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.

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.

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

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

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

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.

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

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Accepted by SEC EDGAR 08/17/2026 - 05:00 PM EDT Learn about SEC filing dates

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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): August 11, 2026

NON INVASIVE MONITORING SYSTEMS INC /FL/

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 1.01. Entry into a Material Definitive Agreement.

On August 11, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), entered into a second amendment (the “Second Amendment”) to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company, and Gravitics, Inc., a Delaware corporation (“Gravitics”), to modify the post-merger ownership structure in order to provide that, following the Merger, the Gravitics stockholders will own approximately 96.5% of the combined company and the Company’s stockholders will own approximately 3.5% of the combined company.

The foregoing description of the Second Amendment is not complete and is subject to and qualified in its entirety by reference to the Second Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
2.1		Amendment No. 2 to Merger Agreement, dated August 11, 2026, by and among Non-Invasive Monitoring Systems, Inc., Gravitics Merger Sub, Inc. and Gravitics, Inc.
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.

	NON-INVASIVE MONITORING SYSTEMS, INC.
	By:	/s/ James Martin
	Name:	James Martin
	Title:	Chief Financial Officer
Dated: August 17, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-2.1 EX-2.1 22.5 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB