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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): July 27, 2026
Non-Invasive
Monitoring Systems, Inc.Non Invasive
Monitoring Systems Inc /FL/
(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, including zip code)
Registrant’s
telephone number, including area code: (305) 575-4200
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
of 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
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 27, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), filed Articles of Amendment
to the Company’s Articles of Incorporation (“Articles of Amendment”) with the Secretary of State of the State of Florida
to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.01 per share (“Common
Stock”), at a ratio of 1-for-150.
The
Company’s board of directors (the “Board”), acting by unanimous written consent in lieu of a meeting on May 22, 2026,
and the holders of a majority of the Company’s outstanding shares of Common Stock, acting by written consent in lieu of a special
meeting on June 4, 2026, had previously authorized a reverse stock split of the Company’s Common Stock by a ratio of no less than
1-for-100 and no more than 1-for-500, with the exact ratio to be determined by the Board in its sole discretion. On July 13, 2026, the
Board, acting by unanimous written consent in lieu of a meeting, authorized the Company to effect the reverse stock split at the ratio
of 1-for-150.
The
reverse stock split became effective in the market on July 30, 2026 (the “Effective Time”). At the Effective Time, every
one hundred and fifty (150) shares of the Company’s Common Stock were automatically combined into one (1) share of Common Stock.
Any fractional shares of the Company’s Common Stock that would have resulted from the reverse stock split were rounded up to the
nearest whole share. Immediately prior to the Effective Time, the Company had 154,810,655 shares of Common Stock issued and outstanding.
Immediately following the Effective Time, the Company has 1,032,640 shares of Common Stock issued and outstanding.
The
reverse stock split did not change the par value of the Company’s Common Stock, which remains $0.01 per share, or the number of
authorized shares of the Company’s Common Stock, which remains 400,000,000.
The
reverse stock split affects all holders of the Company’s Common Stock equally and does not affect any stockholder’s percentage
ownership interest in the Company, except for de minimus adjustments that resulted from the treatment of fractional shares. The rights
and privileges of the holders of shares of the Company’s Common Stock are substantially unaffected by the reverse stock split.
As
a result of the reverse stock split, the number of shares of the Company’s Common Stock that may be issued upon conversion or exercise
of outstanding securities convertible into, or exercisable or exchangeable for, shares of the Company’s Common Stock, and the conversion
or exercise prices for those securities, will also be ratably adjusted in accordance with their terms.
The
Company’s Common Stock is quoted on the OTC Markets, Pink Limited Market under the symbol “NIMU.” The reverse stock
split will be reflected in the market quotation on or around the Effective Time under the new CUSIP number 655366607. Stockholders will
have their positions automatically adjusted to reflect the reverse stock split and are not required to take any action.
The
foregoing description of the Articles of Amendment is qualified in its entirety by reference to the full text of the Articles of Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
| (d) |
Exhibits.
The following exhibits are filed with this Form 8-K: |
| Exhibit
No. |
|
Description
of Exhibits |
| 3.1 |
|
Articles of Amendment to Articles of Incorporation, filed July 27, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document |
SIGNATURE
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. |
| |
|
|
| |
By: |
/s/
James Martin |
| |
Name: |
James
Martin |
| |
Title: |
Chief
Financial Officer |
| |
|
|
| Dated:
July 30, 2026 |
|
|
