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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): September 29, 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) (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 |
| 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.
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.
Fifth
Amendment to 2021 Frost Gamma Investments Trust Promissory Note
On
September 29, 2026, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into the Fifth 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 September 30, 2026 until October 31, 2026. No other provisions of the 2021 Frost Gamma
Note were amended.
The
foregoing is only a brief summary of the Fifth Amendment to the 2021 Frost Gamma Note and does not purport to be complete. Please refer
to the Fifth Amendment to the 2021 Frost Gamma Note, which is attached as Exhibit 10.1 for its full terms.
Fifth
Amendment to 2021 Hsiao Promissory Note
On
September 29, 2026, NIMS entered into the Fifth 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 September 30,
2026 until October 31, 2026. No other provisions of the 2021 Hsiao Note were amended.
The
foregoing is only a brief summary of the Fifth Amendment to the 2021 Hsiao Note and does not purport to be complete. Please refer to
the Fifth Amendment to the 2021 Hsiao Note, which is attached as Exhibit 10.2 for its full terms.
Fifth
Amendment to 2022 Frost Gamma Investments Trust Promissory Note
On
September 29, 2026, NIMS entered into the Fifth 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
September 30, 2026 until October 31, 2026. No other provisions of the 2022 Frost Gamma Note were amended.
The
foregoing is only a brief summary of the Fifth Amendment to the 2022 Frost Gamma Note and does not purport to be complete. Please refer
to the Fifth Amendment to the 2022 Frost Gamma Note, which is attached as Exhibit 10.3 for its full terms.
Fifth
Amendment to 2022 Hsiao Promissory Note
On
September 29, 2026, NIMS entered into the Fifth 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 September 30,
2026 until October 31, 2026. No other provisions of the 2022 Hsiao Note were amended.
The
foregoing is only a brief summary of the Fifth Amendment to the 2022 Hsiao Note and does not purport to be complete. Please refer to
the Fifth 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 |
|
Fifth Amendment dated September 29, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated October 4, 2021. |
| |
|
|
| 10.2 |
|
Fifth Amendment dated September 29, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated October 4, 2021. |
| |
|
|
| 10.3 |
|
Fifth Amendment dated September 29, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 16, 2022. |
| |
|
|
| 10.4 |
|
Fifth Amendment dated September 29, 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. |
| |
|
|
| October
2, 2026 |
By: |
/s/
James J. Martin |
| |
Name: |
James
J. Martin |
| |
Title: |
Chief
Financial Officer |
