Here are the 8-K filings from Non-Invasive Monitorg (NIMU) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow NIMU and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NIMU filings page.
Non-Invasive Monitoring Systems, Inc. amended its merger agreement with Gravitics, Inc. and its wholly owned subsidiary, Gravitics Merger Sub, Inc., revising the agreement’s definition of “Public Offering.” The defined offering is an underwritten public offering with gross proceeds currently expected to be $50 million, but in no event less than $40 million, excluding the underwriter’s over-allotment option. All other merger-agreement terms remain unchanged.
Non-Invasive Monitoring Systems, Inc. (NIMU) amended its merger agreement with Gravitics, Inc. and its subsidiary Merger Sub, extending the outside closing and termination dates from September 30, 2026, to October 30, 2026. Under the agreement, Merger Sub will merge into Gravitics, which will survive as NIMU’s wholly owned subsidiary. The target size of the underwritten public offering rose from $40.0 million to $125.0 million; the offering and related Nasdaq uplisting are to be completed as soon as practicable after the merger closes.
The amendment provides for $300,000 plus accrued interest of Affiliate Debt owed to Frost Gamma Investments Trust, an affiliate of director Dr. Phillip Frost, and Dr. Jane Hsiao, NIMU’s Chairman of the Board and Interim Chief Executive Officer, to be repaid from offering proceeds. It also removes the repayment of Affiliate Debt, the 10% cap on dissenting shares, and certain other closing conditions. Separately, NIMU and noteholder Defender Opportunity LLC extended to October 30, 2026, the deadline for the merger to be consummated for the $809,705.75 Convertible Note to convert automatically without interest payable upon conversion. NIMU agreed to pay the holder a $25,000 extension fee; other note terms remain unchanged.
Non-Invasive Monitoring Systems, Inc. (NIMU) amended four promissory notes, each with a principal amount of $75,000, moving their maturity dates from September 30, 2026 to October 31, 2026. The lenders are Frost Gamma Investments Trust, controlled by current director Dr. Phillip Frost, and Dr. Jane Hsiao, the company’s chairman and interim chief executive officer; each is identified as a beneficial owner of more than 10% of the company’s common stock. No other provisions were amended.
NON INVASIVE MONITORING SYSTEMS INC (NIMU) reported that on September 17, 2026 it filed Articles of Amendment to its Articles of Incorporation with the Florida Department of State to revise the indemnification provisions for the company. On the same date, it also filed Articles of Validation with the Florida Department of State to validate defective corporate actions. The company notes that the full terms of these charter changes are set out in the filed Articles of Amendment and Articles of Validation, which are incorporated by reference as exhibits.
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.
Non-Invasive Monitoring Systems, Inc. entered into a Second Amendment to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc. on August 11, 2026. The amendment modifies the post-merger ownership structure of the combined company.
Following completion of the merger, Gravitics stockholders are expected to own approximately 96.5% of the combined company, while Non-Invasive Monitoring Systems’ stockholders are expected to own approximately 3.5%. The Second Amendment itself is listed as Exhibit 2.1, and is incorporated by reference as the governing document for these revised ownership terms.
Non-Invasive Monitoring Systems, Inc. implemented a 1-for-150 reverse stock split of its common stock, effective in the market on July 30, 2026. The action was authorized by the board and a majority of shareholders and formalized through Articles of Amendment filed in Florida on July 27, 2026.
At the effective time, every 150 shares of common stock were automatically combined into one share, with any fractional shares rounded up to the nearest whole share. Issued and outstanding common shares declined from 154,810,655 immediately before the split to 1,032,640 immediately after. The par value remains $0.01 per share and total authorized common shares remain 400,000,000, so percentage ownership is largely unchanged apart from minor rounding effects.
Outstanding securities that are convertible into, or exercisable or exchangeable for, common stock will be adjusted proportionally in share amount and exercise or conversion price. The company’s common stock continues to trade on the OTC Markets Pink Limited Market under the symbol NIMU, and stockholder positions will be adjusted automatically with no action required.
Non-Invasive Monitoring Systems, Inc. reported that it has amended the maturity dates on four related-party promissory notes. Each note has a principal amount of $75,000 and is held by either Frost Gamma Investments Trust, a trust controlled by director Dr. Phillip Frost, or by Chairman and Interim CEO Dr. Jane Hsiao, both beneficial owners of more than 10% of the company’s common stock.
The amendments move the maturity dates from June 30, 2026 to September 30, 2026, and no other terms of the notes were changed. The full terms of the fourth amendments are provided in the attached exhibits.
Non-Invasive Monitoring Systems, Inc. entered into Amendment No. 1 to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc. on June 30, 2026.
The amendment extends the defined Outside Termination Date, adds resale registration rights for a holder of a convertible note, and revises certain closing conditions described in Sections 5.1 and 5.3 of the original March 6, 2026 agreement. The full amendment text is filed as Exhibit 10.1.
Non-Invasive Monitoring Systems, Inc. entered into a Note Purchase Agreement with Defender Opportunity LLC, issuing a Convertible Promissory Note with principal of $809,705.75 to refinance outstanding insider-held promissory notes. The proceeds repaid $720,000 of principal and $89,705.75 of accrued interest owed to affiliates of Dr. Phillip Frost and Dr. Jane Hsiao.
The new note matures on December 31, 2026, bears interest at 11% annually until November 12, 2026 and 22% thereafter, with no interest payable if the Gravitics merger closes on or before September 30, 2026. The holder can convert amounts due into common stock at a $0.01966 conversion price, subject to a 4.99% beneficial ownership limit, which may be raised to 9.99%. All amounts automatically convert at this price upon closing of the planned Gravitics merger.
The company agreed to file a registration statement to register the resale of the conversion shares within 60 days after the merger’s effective date. Remaining insider notes of $300,000 stay outstanding without conversion rights and are expected to be repaid from a future merger-related financing.
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.
Non-Invasive Monitoring Systems, Inc., currently a shell company, agreed to merge with Gravitics, Inc., which designs and manufactures large space structures such as orbital carriers, cargo spacecraft and space station modules. Gravitics will become a wholly owned subsidiary and the combined company will adopt Gravitics’ business.
At closing, Gravitics stockholders are expected to own at least 95.5% of the post‑merger equity, while existing Non-Invasive Monitoring stockholders will hold no more than 4.5%. The parties plan a $40.0 million underwritten public offering and an uplisting to a national exchange, alongside a reverse stock split, name and ticker change, and conversion or repayment of approximately $800,000 of company debt.
The merger is subject to multiple conditions, including stockholder approvals, SEC effectiveness of a Form S‑4, approval of the uplisting and reverse split, execution of lock-up agreements, and adoption of an equity incentive plan. Either party may terminate under specified circumstances, with a $250,000 termination fee payable in certain cases. The company also changed its fiscal year-end to December 31 to align with Gravitics.