How are Dr. Phillip Frost and Jane Hsiao related to Non-Invasive Monitoring Systems (NIMU)?

Dr. Phillip Frost is a board member whose trust, Frost Gamma Investments Trust, beneficially owns over 10% of NIMU’s common stock. Jane Hsiao is NIMU’s Chairman and Interim Chief Executive Officer and also a beneficial owner of more than 10% of the company’s common stock.

Non-Invasive Monitoring Systems adds $300K insider debt

Non-Invasive Monitoring Systems, Inc. entered into two short-term insider loans totaling $300,000.

Accepted by SEC EDGAR 05/12/2026 - 04:30 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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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.

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, or 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

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

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.

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

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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): May 7, 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.

Promissory Noted dated May 7, 2026 in the Amount of $200,000.

On May 7, 2026, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into a Promissory Note in the principal amount of $200,000.00 with Frost Gamma Investments Trust (the “May 2026 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a NIMS Board Member, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the May 2026 Frost Gamma Note is 11% per annum, payable on the maturity date of June 30, 2026. The May 2026 Frost Gamma Note may be prepaid in advance of the June 30, 2026 maturity date without penalty.

The foregoing is only a brief summary of some of the terms of the May 2026 Frost Gamma Note and does not purport to be complete. Please refer to the May 2026 Frost Gamma Note, which is attached as Exhibit 10.1 for its full terms.

Promissory Noted dated May 7, 2026 in the Amount of $100,000.

On May 7, 2026, NIMS entered into a Promissory Note in the principal amount of $100,000.00 with Jane Hsiao (the “May 2026 Hsiao Note”), NIMS’ Chairman of the Board and Interim Chief Executive Officer and beneficial owner in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the May 2026 Hsiao Note is 11% per annum, payable on the maturity date of June 30, 2026. The May 2026 Hsiao Gamma Note may be prepaid in advance of the June 30, 2026 maturity date without penalty.

The foregoing is only a brief summary of some of the terms of the May 2026 Hsiao Note and does not purport to be complete. Please refer to the 2026 Frost Gamma Note, which is attached as Exhibit 10.2 for its full terms.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated May 7, 2026.

10.2		Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated May 7, 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.

May 12, 2026	By:	/s/ James J. Martin
	Name:	James J. Martin
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents