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  4. [8-K] NON INVASIVE MONITORING SYSTEMS INC /FL/ Reports Material Event

Non-Invasive Monitoring extends note maturities

Non-Invasive Monitoring Systems, Inc. reported that it has amended the maturity dates on four related-party promissory notes.

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

Rhea-AI Filing Summary

Non-Invasive Monitoring Systems, Inc. reported that it has amended the maturity dates on four related-party promissory notes. Each note has a principal amount of $75,000 and is held by either Frost Gamma Investments Trust, a trust controlled by director Dr. Phillip Frost, or by Chairman and Interim CEO Dr. Jane Hsiao, both beneficial owners of more than 10% of the company’s common stock.

The amendments move the maturity dates from June 30, 2026 to September 30, 2026, and no other terms of the notes were changed. The full terms of the fourth amendments are provided in the attached exhibits.

Positive

  • None.

Negative

  • None.
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
2021 Frost Gamma Note principal $75,000 Promissory Note dated October 4, 2021; maturity extended to September 30, 2026
2021 Hsiao Note principal $75,000 Promissory Note dated October 4, 2021; maturity extended to September 30, 2026
2022 Frost Gamma Note principal $75,000 Promissory Note dated September 16, 2022; maturity extended to September 30, 2026
2022 Hsiao Note principal $75,000 Promissory Note dated September 16, 2022; maturity extended to September 30, 2026
Original maturity date June 30, 2026 Prior maturity date for all four promissory notes
New maturity date September 30, 2026 Amended maturity date for all four promissory notes
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.
Promissory Note financial
"Fourth Amendment to that certain Promissory Note dated October 4, 2021 in the principal amount of $75,000"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
beneficially owns in excess of 10% of our common stock regulatory
"a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What did Non-Invasive Monitoring Systems (NIMU) change in this 8-K filing?
Non-Invasive Monitoring Systems extended the maturity dates on four related-party promissory notes. Each $75,000 note now matures on September 30, 2026, and all other terms of the notes remain unchanged according to the filing.

How large are the promissory notes mentioned by NIMU in the 8-K?
Each promissory note has a principal amount of $75,000. The filing describes two notes originally dated October 4, 2021 and two dated September 16, 2022, all of which had only their maturity dates amended.

Who are the lenders on the amended NIMU promissory notes?
The lenders are Frost Gamma Investments Trust and Dr. Jane Hsiao. Frost Gamma is controlled by director Dr. Phillip Frost, and Dr. Hsiao is NIMU’s Chairman and Interim CEO; each beneficially owns more than 10% of the company’s common stock.

What new maturity date applies to NIMU’s amended promissory notes?
All four promissory notes now mature on September 30, 2026. Previously, their maturity date was June 30, 2026. The amendments only change this maturity date and leave all other provisions of the notes in place.

Did Non-Invasive Monitoring Systems change any terms other than maturity on these notes?
No, the filing states that no other provisions of the 2021 and 2022 Frost Gamma and Hsiao promissory notes were amended. Only the maturity dates were moved from June 30, 2026 to September 30, 2026 for each note.

Where can investors find the full text of NIMU’s note amendments?
The complete fourth amendments to the promissory notes are filed as Exhibits 10.1 through 10.4. These exhibits include the detailed terms for each amended note with Frost Gamma Investments Trust and Dr. Jane Hsiao, as referenced in the main disclosure.

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

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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)

 

(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
Common Stock, par value $0.01 per share   NIMU   OTC Pink

 

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.

 

See Item 2.03.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

Fourth Amendment to 2021 Frost Gamma Investments Trust Promissory Note

 

On June 30, 2026, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into the Fourth Amendment to that certain Promissory Note dated October 4, 2021 in the principal amount of $75,000 with Frost Gamma Investments Trust (the “2021 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the 2021 Frost Gamma Note was amended from June 30, 2026 until September 30, 2026. No other provisions of the 2021 Frost Gamma Note were amended.

 

The foregoing is only a brief summary of the Fourth Amendment to the 2021 Frost Gamma Note and does not purport to be complete. Please refer to the Fourth Amendment to the 2021 Frost Gamma Note, which is attached as Exhibit 10.1 for its full terms.

 

Fourth Amendment to 2021 Hsiao Promissory Note

 

On June 30, 2026, NIMS entered into the Fourth Amendment to that certain Promissory Note dated October 4, 2021 in the principal amount of $75,000 with Dr. Jane Hsiao (the “2021 Hsiao Note”), NIMS’ Chairman of the Board and Interim Chief Executive Officer and a beneficial owner in excess of 10% of our common stock. The maturity date on the 2021 Hsiao Note was amended from June 30, 2026 until September 30, 2026. No other provisions of the 2021 Hsiao Note were amended.

 

The foregoing is only a brief summary of the Fourth Amendment to the 2021 Hsiao Note and does not purport to be complete. Please refer to the Fourth Amendment to the 2021 Hsiao Note, which is attached as Exhibit 10.2 for its full terms.

 

Fourth Amendment to 2022 Frost Gamma Investments Trust Promissory Note

 

On June 30, 2026, NIMS entered into the Fourth Amendment to that certain Promissory Note dated September 16, 2022 in the principal amount of $75,000 with Frost Gamma Investments Trust (the “2022 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the 2022 Frost Gamma Note was amended from June 30, 2026 until September 30, 2026. No other provisions of the 2022 Frost Gamma Note were amended.

 

The foregoing is only a brief summary of the Fourth Amendment to the 2022 Frost Gamma Note and does not purport to be complete. Please refer to the Third Amendment to the 2022 Frost Gamma Note, which is attached as Exhibit 10.3 for its full terms.

 

 
 

 

Fourth Amendment to 2022 Hsiao Promissory Note

 

On June 30, 2026, NIMS entered into the Fourth Amendment to that certain Promissory Note dated September 16, 2022 in the principal amount of $75,000 with Dr. Jane Hsiao (the “2022 Hsiao Note”), NIMS’ Chairman of the Board and Interim Chief Executive Officer and a beneficial owner in excess of 10% of our common stock. The maturity date on the 2022 Hsiao Note was amended from June 30, 2026 until September 30, 2026. No other provisions of the 2022 Hsiao Note were amended.

 

The foregoing is only a brief summary of the Fourth Amendment to the 2022 Hsiao Note and does not purport to be complete. Please refer to the Fourth Amendment to the 2022 Hsiao Note, which is attached as Exhibit 10.4 for its full terms.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1   Fourth Amendment dated June 30, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated October 4, 2021.
     
10.2   Fourth Amendment dated June 30, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated October 4, 2021.
     
10.3   Fourth Amendment dated June 30, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 16, 2022.
     
10.4   Fourth Amendment dated June 30, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated September 16, 2022.
     
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.
     
July 2, 2026 By: /s/ James J. Martin
  Name: James J. Martin
  Title: Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

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