false
0000720762
0000720762
2026-10-30
2026-10-30
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): October 30, 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.
Amendment
to Merger Agreement
As
previously reported, on March 6, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), entered
into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Gravitics Merger Sub, Inc., a Delaware
corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), and Gravitics, Inc., a Delaware corporation
(“Gravitics”), pursuant to which Merger Sub will merge with and into Gravitics, and Gravitics will continue as the surviving
corporation and a wholly owned subsidiary of the Company (the “Merger”). As also previously reported, the Merger Agreement
was amended on June 30, 2026, August 5, 2026, September 30, 2026 and October 19, 2026.
On
October 30, 2026, the Company, Merger Sub and Gravitics entered into a fifth amendment to the Merger Agreement (the “Fifth
Amendment”), which extends the outside closing date and outside termination date from October 30, 2026 to November 30, 2026.
All other terms of the Merger Agreement remain unchanged.
The
foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Fifth Amendment, filed as Exhibit 2.1 hereto and incorporated herein by reference.
Amendments
to Convertible Note and Promissory Notes
The
information contained in Item 2.03 below is incorporated by reference into this Item 1.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Sixth
Amendments to Affiliate Promissory Notes
On
October 30, 2026, the Company entered into a Sixth Amendment to each of (i) 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”), (ii) that certain Promissory
Note dated October 4, 2021 in the principal amount of $75,000 with Dr. Jane Hsiao (the “2021 Hsiao Note”), (iii) 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”), and (iv) that certain Promissory Note dated September 16, 2022 in the principal amount of $75,000 with Dr. Hsiao
(the “2022 Hsiao Note” and, collectively with the 2021 Frost Gamma Note, the 2021 Hsiao Note and the 2022 Frost Gamma Note,
the “Affiliate Notes”). Frost Gamma Investments Trust is a trust controlled by Dr. Phillip Frost, a director of the Company,
which beneficially owns in excess of 10% of the Company’s common stock. Dr. Hsiao is the Company’s Chairman of the Board
and Interim Chief Executive Officer and a beneficial owner in excess of 10% of the Company’s common stock. Each Sixth Amendment
extends the maturity date of the applicable Affiliate Note from October 31, 2026 to November 30, 2026. No other provisions of the Affiliate
Notes were amended.
The
foregoing is only a brief summary of the Sixth Amendments and does not purport to be complete, and is qualified in its entirety by reference
to the full text of the Sixth Amendments, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.
Amendment
No. 2 to Convertible Note
As
previously reported, on June 24, 2026, the Company issued Defender Opportunity LLC (the “Holder”) a Convertible Note (the
“Convertible Note”) in the principal amount of $809,705.75, pursuant to the terms of a Note Purchase Agreement, which Convertible
Note was amended effective as of September 30, 2026. Effective as of October 30, 2026, the Company and the Holder entered into
Amendment No. 2 to the Convertible Note (the “Note Amendment”), which extends from October 30, 2026 to November 30, 2026
the date by which the Merger must be consummated for (i) the Convertible Note to convert automatically into shares of the Company’s
common stock, and (ii) no interest to be payable upon that conversion. In consideration for the extension, the Company agreed to pay
the Holder a fee of $25,000. All other terms of the Convertible Note remain unchanged.
The
foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Note Amendment, filed as Exhibit 10.5 hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| 2.1 |
|
Amendment
No. 5 to Agreement and Plan of Merger and Reorganization by and among Non-Invasive Monitoring Systems, Inc., Gravitics Merger Sub,
Inc. and Gravitics, Inc., dated October 30, 2026. |
| 10.1 |
|
Sixth
Amendment dated October 30, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments
Trust, dated October 4, 2021. |
| 10.2 |
|
Sixth
Amendment dated October 30, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated
October 4, 2021. |
| 10.3 |
|
Sixth
Amendment dated October 30, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments
Trust, dated September 16, 2022. |
| 10.4 |
|
Sixth
Amendment dated October 30, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated
September 16, 2022. |
| 10.5 |
|
Amendment
No. 2 to Convertible Note between Non-Invasive Monitoring Systems, Inc. and Defender Opportunity LLC, effective as of October
30, 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. |
| |
|
|
| November 4, 2026 |
By: |
/s/
James J. Martin |
| |
Name: |
James
J. Martin |
| |
Title: |
Chief
Financial Officer |
