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Non-Invasive Monitoring target $1M 60-day loan

NON INVASIVE MONITORING SYSTEMS INC (NIMU) reports that its merger target, Gravitics, Inc., entered into a Loan Agreement on August 17, 2026 with BZH SPO LLC for an unsecured credit facility of $1,000,000, fully funded on August 18, 2026.

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

Rhea-AI Filing Summary

NON INVASIVE MONITORING SYSTEMS INC (NIMU) reports that its merger target, Gravitics, Inc., entered into a Loan Agreement on August 17, 2026 with BZH SPO LLC for an unsecured credit facility of $1,000,000, fully funded on August 18, 2026. The Note bears interest at 4.0% per 30-day period on a simple, non-compounding basis and carries an additional 50% original issue discount of the principal amount of each tranche for each 30-day interest period, with a maturity 60 days after the initial funding date. After day 60, a default premium of 3.0% per 30-day period automatically accrues. Gravitics must use specified “Priority Proceeds,” including proceeds from a planned offering and certain customer contracts, to prepay the Note, which ranks pari passu with other unsecured, unsubordinated debt. Non-Invasive Monitoring Systems executed a Guarantee and Assumption Agreement of Gravitics’ obligations, which becomes effective only upon consummation of the proposed merger in which Gravitics will become a wholly owned subsidiary; the Note is expected to be repaid from proceeds of a public offering completed in conjunction with the merger closing.

Positive

  • None.

Negative

  • High-cost bridge financing and tight maturity: Gravitics’ $1,000,000 unsecured Note carries 4.0% interest per 30 days plus a 50% original issue discount per 30-day period and matures in 60 days, creating significant short-term financing pressure if the planned offering or merger timelines slip.
  • Contingent guarantee exposure for NIMU: Non-Invasive Monitoring Systems has executed a Guarantee of Gravitics’ obligations that becomes effective upon merger closing, potentially exposing the company to the Note’s obligations if repayment from the proposed public offering or Priority Proceeds is delayed or insufficient.

Insights

Analyzing...

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Loan Amount $1,000,000 Unsecured credit facility extended to Gravitics, Inc.
Interest rate 4.0% per 30-day period Simple, non-compounding interest on original principal of each tranche
Original issue discount 50% of principal per 30-day period OID on each tranche for each 30-day interest period
Default premium 3.0% per 30-day period Accrues automatically after the 60th day following funding
Maturity 60 days Note matures 60 days after the initial funding date
Funding date August 18, 2026 Full Loan Amount funded to Gravitics
Agreement date August 17, 2026 Date of Loan Agreement and Guarantee execution
original issue discount financial
"an original issue discount of 50% of the principal amount of each tranche"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
pari passu financial
"The Note ranks pari passu with all other unsecured and unsubordinated indebtedness"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
Priority Proceeds financial
"Gravitics is required to apply all “Priority Proceeds,” including proceeds from the offering"
mandatory prepayment financial
"to repayment of the Note on a mandatory prepayment basis"
reverse takeover transaction financial
"termination or abandonment of the reverse takeover transaction or the government contract"
A reverse takeover transaction is when a private company becomes publicly traded by merging with or taking control of an already-listed public company, often a small shell, rather than going through a traditional initial public offering. For investors this matters because it can quickly create tradable shares and change who runs the business, but it also brings extra risks and uncertainties—less regulatory vetting, potential hidden liabilities, and possible share dilution—so scrutiny and due diligence are important.

FAQ

What are the key cost terms of the Gravitics loan disclosed by NIMU?
The Note bears 4.0% interest per 30-day period on a simple basis plus an original issue discount of 50% of principal per 30-day period. After day 60, a default premium of 3.0% per 30-day period accrues automatically.

How is NON INVASIVE MONITORING SYSTEMS INC (NIMU) involved in this loan?
Non-Invasive Monitoring Systems executed a Guarantee and Assumption Agreement covering Gravitics’ obligations under the Note and Loan Agreement. This Guarantee becomes effective only upon consummation of the planned merger making Gravitics a wholly owned subsidiary.

How will the $1,000,000 Note to Gravitics be repaid according to NIMU?
Repayment is expected from Priority Proceeds, including the proceeds of a proposed public offering to be completed in conjunction with the merger closing, and from certain customer contracts, under mandatory prepayment provisions in the Loan Agreement.

What events of default are highlighted in the Gravitics Loan Agreement tied to NIMU’s merger?
Events of default include non-payment, failure to apply Priority Proceeds, covenant breaches, material misrepresentation, insolvency, and termination or abandonment of the reverse takeover transaction or government contract referenced in the agreement.

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

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false 0000720762 0000720762 2026-08-17 2026-08-17 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): August 17, 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, 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 1.01. Entry into a Material Definitive Agreement.

 

On August 17, 2026, Gravitics, Inc. (“Gravitics”) entered into a Loan Agreement (the “Loan Agreement”) with BZH SPO LLC (the “Lender”), pursuant to which the Lender agreed to extend to Gravitics an unsecured credit facility in an aggregate principal amount of $1,000,000 (the “Loan Amount”), to be evidenced by an unsecured promissory note (the “Note”) issued by Gravitics in favor of the Lender. The proceeds of the loan will be used for working capital purposes pending completion of the offering.

 

The full Loan Amount was funded on August 18, 2026. The Note matures 60 days after the initial funding date.

 

The Note bears interest at a rate of 4.0% per 30-day period, calculated on a simple, non-compounding basis on the original principal amount of each tranche. In addition, an original issue discount of 50% of the principal amount of each tranche accrues for each 30-day interest period. Following the 60th day after funding, an additional default premium of 3.0% per 30-day period accrues automatically.

 

The Note ranks pari passu with all other unsecured and unsubordinated indebtedness of Gravitics. Gravitics is required to apply all “Priority Proceeds,” including proceeds from the offering or from certain customer contracts, to repayment of the Note on a mandatory prepayment basis.

 

The Loan Agreement contains customary representations, warranties and covenants, including restrictions on liens, additional indebtedness, restricted payments, and asset disposals. Events of default under the Loan Agreement include, among others, non-payment, failure to apply Priority Proceeds, breach of covenants, material misrepresentation, insolvency, and termination or abandonment of the reverse takeover transaction or the government contract.

 

On August 17, 2026, Non-Invasive Monitoring Systems, Inc. (the “Company”) executed a Guarantee and Assumption Agreement (the “Guarantee”) of Gravitics’ obligations under the Note and Loan Agreement. The Guarantee becomes effective upon consummation of the merger by and among the Company, Gravitics Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Gravitics , pursuant to which Merger Sub will merge with and into Gravitics, with Gravitics as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”).

 

The Note will be repaid in full from the proceeds of a proposed public offering that would be consummated in conjunction with the closing of the Merger.

 

The foregoing description of the Guarantee is not complete and is subject to and qualified in its entirety by reference to the Guarantee, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the terms of which are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibits
10.1   Guarantee Agreement
     
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.

 

 Dated: August 21, 2026 NON-INVASIVE MONITORING SYSTEMS, INC.
 
  By: /s/ James Martin 
  Name: James Martin
  Title: Chief Financial Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

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