Insiders lend $300K to Non-Invasive Monitoring Systems (OTC: NIMU)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Non-Invasive Monitoring Systems, Inc. entered into two short-term insider loans totaling $300,000. On May 7, 2026, the company issued a $200,000 promissory note to Frost Gamma Investments Trust, a trust controlled by board member Dr. Phillip Frost, and a $100,000 promissory note to Chairman and Interim CEO Jane Hsiao, each of whom beneficially owns more than 10% of the company’s common stock.
Both notes carry 11% annual interest, with interest payable on the June 30, 2026 maturity date. The notes may be prepaid without penalty and are described as material definitive agreements creating direct financial obligations for the company, with full terms provided in Exhibits 10.1 and 10.2.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 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 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, and exhibit attachments filed with this report.
Key Figures
Promissory note to Frost Gamma: $200,000 principal
Promissory note to Jane Hsiao: $100,000 principal
Interest rate on both notes: 11% per annum
+3 more
6 metrics
Promissory note to Frost Gamma
$200,000 principal
Promissory Note dated May 7, 2026
Promissory note to Jane Hsiao
$100,000 principal
Promissory Note dated May 7, 2026
Interest rate on both notes
11% per annum
Payable on June 30, 2026 maturity date
Aggregate new insider debt
$300,000 total principal
Sum of May 2026 Frost Gamma and Hsiao notes
Maturity date
June 30, 2026
Both promissory notes mature on this date
Beneficial ownership threshold
In excess of 10%
Each lender beneficially owns over 10% of common stock
Key Terms
Material Definitive Agreement, Direct Financial Obligation, Promissory Note, beneficially owns in excess of 10%, +1 more
5 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.
Direct Financial Obligation financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"
Promissory Note financial
"entered into a Promissory Note in the principal amount of $200,000.00"
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% financial
"which beneficially owns in excess of 10% of NIMS’ 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
What financing did Non-Invasive Monitoring Systems (NIMU) enter into on May 7, 2026?
Non-Invasive Monitoring Systems entered into two promissory notes totaling $300,000 on May 7, 2026. One note is for $200,000 and the other for $100,000, both structured as short-term loans from insiders with a June 30, 2026 maturity date.
Who are the lenders under the new NIMU promissory notes?
The $200,000 note is in favor of Frost Gamma Investments Trust, controlled by director Dr. Phillip Frost. The $100,000 note is in favor of Jane Hsiao, NIMU’s Chairman, Interim CEO, and a significant shareholder, making both transactions related-party financings.
What interest rate applies to the new Non-Invasive Monitoring Systems (NIMU) debt?
Both promissory notes carry an interest rate of 11% per annum. Interest is payable on the June 30, 2026 maturity date, meaning the company will pay accrued interest in a lump sum when each note comes due if not prepaid earlier.
When do the NIMU insider promissory notes mature and can they be prepaid?
Both promissory notes mature on June 30, 2026. The company may prepay either note before that date without penalty, giving it flexibility to reduce interest expense if it has sufficient cash available before maturity.
Why did Non-Invasive Monitoring Systems (NIMU) file an 8-K for these notes?
The company filed because these promissory notes are considered material definitive agreements and create direct financial obligations. SEC rules require disclosure when a registrant enters into significant debt arrangements, especially when they involve related parties like major shareholders or senior executives.