false
0000720762
0000720762
2026-09-30
2026-09-30
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): September 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, and August 5, 2026.
On
September 30, 2026, the Company, Merger Sub and Gravitics entered into a third amendment to the Merger Agreement (the “Third Amendment”),
which (a) extends the outside closing date and outside termination date from September 30, 2026 to October 30, 2026; (b) raises the target
size of the underwritten public offering (the “Public Offering”) from $40.0 million to $125.0 million; (c) provides that
the Public Offering and the related uplisting to Nasdaq are to be completed as soon as practicable after closing of the Merger; (d) provides
that an aggregate of $300,000 (plus accrued interest) of debt (the “Affiliate Debt”) owed to Frost Gamma Investments Trust,
an affiliate of Dr. Phillip Frost (“Dr. Frost”), a director of the Company, who beneficially owns in excess of 10% of the
Company’s common stock, and Dr. Jane Hsiao (“Dr. Hsiao”), the Company’s Chairman of the Board and Interim Chief
Executive Officer, who beneficially owns in excess of 10% of the Company’s common stock, will be repaid from the proceeds the Public
Offering; and (e) removes the repayment of the Affiliate Debt, the 10% cap on dissenting shares, and certain other closing conditions.
All other terms of the Merger Agreement remain unchanged.
The
foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Third Amendment, filed as Exhibit 2.1 hereto and incorporated herein by reference.
Amendment
to Convertible Note
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.
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. Effective
as of September 30, 2026, the Company and the Holder entered into an amendment to the Convertible Note (the “Note Amendment”),
which extends from September 30, 2026 to October 30, 2026 the date by which the Merger must be consummated for (i) the 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. 3 to Agreement and Plan of Merger and Reorganization by and between Non-Invasive Monitoring Systems, Inc., Gravitics Merger Sub, Inc. and Gravitics, Inc., dated September 30, 2026 |
| 10.1 |
|
Amendment No. 1 to Convertible Note between Non-Invasive Monitoring Systems, Inc. and Defender Opportunity LLC, effective as of September 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. |
| |
|
|
| October
5, 2026 |
By: |
/s/
James J. Martin |
| |
Name: |
James
J. Martin |
| |
Title: |
Chief
Financial Officer |
