STOCK TITAN
  1. Home
  2. Sec-filings
  3. NIMU
  4. [8-K] NON INVASIVE MONITORING SYSTEMS INC /FL/ Reports Material Event

Non-Invasive Monitoring (NIMU) extends Gravitics merger deadline and adds noteholder resale rights

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

Rhea-AI Filing Summary

Non-Invasive Monitoring Systems, Inc. entered into Amendment No. 1 to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc. on June 30, 2026.

The amendment extends the defined Outside Termination Date, adds resale registration rights for a holder of a convertible note, and revises certain closing conditions described in Sections 5.1 and 5.3 of the original March 6, 2026 agreement. The full amendment text is filed as Exhibit 10.1.

Positive

  • None.

Negative

  • None.

Insights

Company amends Gravitics merger terms, extending deadline and adding noteholder registration rights.

Non-Invasive Monitoring Systems, Inc. signed Amendment No. 1 to its merger agreement with Gravitics Merger Sub, Inc. and Gravitics, Inc. on June 30, 2026. The changes focus on timing, securities treatment for a convertible note holder, and closing mechanics.

The amendment extends the defined Outside Termination Date, which governs when the parties can terminate the merger if it has not closed. It also provides resale registration rights for a holder of a convertible note and revises specific closing conditions in Sections 5.1 and 5.3 of the original March 6, 2026 agreement.

The filing does not detail the revised conditions, so the practical impact depends on the exact language in Exhibit 10.1. Future company disclosures and completion or termination of the merger will clarify how these amended terms affect Non-Invasive Monitoring Systems, Inc. and the noteholder.

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.
Amendment date June 30, 2026 Date of Amendment No. 1 to merger agreement
Original agreement date March 6, 2026 Date of original Agreement and Plan of Merger and Reorganization
Exhibit 10.1 Amendment No. 1 Filed as material definitive agreement exhibit under Item 1.01
CFO signatory James J. Martin Chief Financial Officer signing the 8-K
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.
Outside Termination Date financial
"to (i) extend the Outside Termination Date (as defined in the Agreement and Plan of Merger and Reorganization)"
resale registration rights financial
"provide for certain resale registration rights for a holder of a convertible note"
Resale registration rights are contractual rights that let certain shareholders ask a company to register their restricted or privately held shares so they can be sold publicly. Think of it as getting a permit to unlock and list shares on the open market; it increases liquidity and the ability to convert a private holding into cash. Investors care because these rights affect when and how quickly shares can be sold, and they can influence share supply and potential price pressure.
convertible note financial
"provide for certain resale registration rights for a holder of a convertible note"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
closing conditions financial
"revise certain of the closing conditions set forth in Sections 5.1 and 5.3 of the Agreement."
Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What did Non-Invasive Monitoring Systems, Inc. (NIMU) change in the Gravitics merger agreement?
Non-Invasive Monitoring Systems, Inc. signed Amendment No. 1 to its merger agreement with Gravitics Merger Sub, Inc. and Gravitics, Inc. The amendment extends the Outside Termination Date, adds resale registration rights for a convertible note holder, and revises certain closing conditions in Sections 5.1 and 5.3.

When was the original merger agreement between NIMU and Gravitics signed?
The original Agreement and Plan of Merger and Reorganization among Non-Invasive Monitoring Systems, Inc., Gravitics Merger Sub, Inc., and Gravitics, Inc. is dated March 6, 2026. Amendment No. 1, dated June 30, 2026, modifies that earlier agreement’s termination date, registration rights, and closing conditions.

What is the purpose of the Outside Termination Date in NIMU’s merger agreement?
The Outside Termination Date is a defined term in the merger agreement that sets a deadline by which the merger must close before parties may terminate. The June 30, 2026 amendment specifically extends this Outside Termination Date, altering the timeframe for potential completion of the transaction.

What resale registration rights were added in NIMU’s amendment with Gravitics?
The amendment provides for certain resale registration rights for a holder of a convertible note. These rights relate to registering securities for resale, giving that noteholder a contractual mechanism to have its securities registered under applicable securities laws, as described in the amended merger documentation.

Where can investors find the full text of NIMU’s merger amendment with Gravitics?
The complete form of Amendment No. 1 to the Agreement and Plan of Merger and Reorganization is filed as Exhibit 10.1. The 8-K states that the brief description is qualified in its entirety by reference to this exhibit, which contains the full legal terms and conditions.

Who signed the June 30, 2026 8-K for Non-Invasive Monitoring Systems, Inc.?
The 8-K was signed on behalf of Non-Invasive Monitoring Systems, Inc. by James J. Martin. He is identified in the filing as the company’s Chief Financial Officer and executed the report pursuant to the Securities Exchange Act of 1934 requirements.
false 0000720762 0000720762 2026-06-30 2026-06-30 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): June 30, 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 30, 2026, Non-Invasive Monitoring Systems, Inc. (the “Company”) entered into Amendment No. 1 to the Agreement and Plan of Merger and Reorganization by and among the Company, Gravitics Merger Sub, Inc. and Gravitics, Inc. (the “Amendment”) to (i) extend the Outside Termination Date (as defined in the Agreement and Plan of Merger and Reorganization) dated March 6, 2026 (the “Agreement”)), (ii) provide for certain resale registration rights for a holder of a convertible note and (iii) revise certain of the closing conditions set forth in Sections 5.1 and 5.3 of the Agreement.

 

The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1 Amendment No. 1 to Agreement and Plan of Merger and Reorganization dated June 30, 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 30, 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

Agreements & Contracts

Other Documents