UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
☐
Preliminary Information Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
☒
Definitive Information Statement
NON-INVASIVE
MONITORING SYSTEMS, INC.
(Name
of Registrant as Specified in Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
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of Filing Fee (Check the appropriate box):
☒
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☐
Fee computed on table below per Exchange Act Rules 14c-5(g)
(1)
Title of each class of securities to which transaction applies:
(2)
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(3)
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filing fee is calculated and state how it was determined):
(4)
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(5)
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☐
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☐
Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount previously paid:
(2)
Form, Schedule, or Registration Statement No.:
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Date Filed:
NON-INVASIVE
MONITORING SYSTEMS, INC.
4400
Biscayne Blvd., Suite 180
Miami,
Florida 33137
(305)
575-4200
June
8, 2026
Dear
Shareholders:
The
enclosed Information Statement is being furnished to the holders of record of the shares of the common stock, with a par value of $0.01
per share (the “Common Stock”) of Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company,”
“we,” “us,” and “our”), as of the close of business on the record date, May 26, 2026 (the “Record
Date”). The purpose of the Information Statement is to notify our shareholders that (a) on May 22, 2026, the Company received a
written consent in lieu of a meeting (the “Board Consent”) from the members of the board of directors of the Company (the
“Board”) and (b) on June 4, 2026, the Company received a written consent in lieu of a meeting from the holders of approximately
63.4% of the voting stock (the “Consenting Shareholders”) of the Company (the “Shareholder Consent” and together
with the Board Consent, the “Written Consents”). The Written Consents adopted resolutions which approved the granting of
authority to the Board to amend the Company’s articles of incorporation, as previously amended to date (the “Articles of
Incorporation”) to:
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1. |
Effect
a reverse stock split of the issued and outstanding shares of Common Stock of the Company, 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 (the “Reverse Split”),
with such Reverse Split to be effective at such time and date, if at all, as determined by the Board in its sole discretion; and |
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|
|
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2. |
Change
the Company’s name from “Non-Invasive Monitoring Systems, Inc.” to “Gravitics Holdings, Inc.” at such
time as is determined by the Board in its sole discretion (the “Name Change”), with such Name Change to be effective
at such time and date, if at all, as determined by the Board in its sole discretion. |
You
are urged to read the Information Statement in its entirety for a description of the actions taken by the Consenting Shareholders of
the Company. It is contemplated that Reverse Split will become effective no sooner than the latest to occur of (a) twenty-one (21) calendar
days after this Information Statement is first mailed to our shareholders, (b) the Board’s determination of the exact ratio and
timing for the Reverse Split, and (c) approval of the Reverse Split by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
It is contemplated that Name Change will become effective no sooner than the latest to occur of (a) twenty-one (21) calendar days after
this Information Statement is first mailed to our shareholders, (b) approval of the Name Change by FINRA and (c) the consummation of
the Merger (as hereinafter defined). The Name Change will not occur if the Merger is not consummated.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No
action is required by you to approve either the Reverse Split or the Name Change. The enclosed Information Statement is being furnished
to you to inform you that the foregoing actions have been approved by the Consenting Shareholders. Because the Consenting Shareholders
have voted in favor of the foregoing actions, and have sufficient voting power to approve such actions, no other shareholder consents
will be solicited in connection with the transactions described in this Information Statement. The Board is not soliciting your proxy,
and proxies are not requested from shareholders.
This
Information Statement is being mailed on or about June 8, 2026 to shareholders of record on the Record Date.
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Sincerely, |
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|
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/s/
James J. Martin |
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James
J. Martin |
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Chief
Financial Officer |
NON-INVASIVE
MONITORING SYSTEMS, INC.
4400
Biscayne Blvd., Suite 180
Miami,
Florida 33137
(305)
575-4200
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
NO
VOTE OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
This
Information Statement is being furnished to the holders of record of the shares of the common stock, with a par value of $0.01 per share
(the “Common Stock”) of Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company,” “we,”
“us,” and “our”), as of the close of business on the record date, May 26, 2026 (the “Record Date”).
The purpose of the Information Statement is to notify our shareholders that (a) on May 22, 2026, the Company received a written consent
in lieu of a meeting (the “Board Consent”) from the members of the board of directors of the Company (the “Board”)
and (b) on June 4, 2026, the Company received a written consent in lieu of a meeting from the holders of approximately 63.4% of the voting
stock (the “Consenting Shareholders”) of the Company (the “Shareholder Consent” and together with the Board Consent,
the “Written Consents”). The Written Consents adopted resolutions which authorize the granting of authority to the Board
to amend the Company’s articles of incorporation, as previously amended to date (the “Articles of Incorporation”) to:
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1. |
Effect
a reverse stock split of the issued and outstanding shares of Common Stock of the Company, 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 (the “Reverse Split”),
with such Reverse Split to be effective at such time and date, if at all, as determined by the Board in its sole discretion; and |
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|
|
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2. |
Change
the Company’s name from “Non-Invasive Monitoring Systems, Inc.” to “Gravitics Holdings, Inc.” at such
time as is determined by the Board in its sole discretion (the “Name Change”), with such Name Change to be effective
at such time and date, if at all, as determined by the Board in its sole discretion. |
You
are urged to read the Information Statement in its entirety for a description of the actions taken by the Consenting Shareholders of
the Company. It is contemplated that Reverse Split will become effective no sooner than the latest to occur of (a) twenty-one (21) calendar
days after this Information Statement is first mailed to our shareholders, (b) the Board’s determination of the exact ratio and
timing for the Reverse Split, and (c) approval of the Reverse Split by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
It is contemplated that Name Change will become effective after the later to occur of (a) twenty-one (21) calendar days after this Information
Statement is first mailed to our shareholders, (b) approval of the Name Change by FINRA and (c) the consummation of the Merger (as hereinafter
defined). The Name Change will not occur if the Merger is not consummated.
Because
the Consenting Shareholders have voted in favor of the foregoing actions, and have sufficient voting power to approve such actions, no
other shareholder consents will be solicited in connection with the transactions described in this Information Statement. The Board is
not soliciting proxies in connection with the adoption of these actions, and proxies are not requested from shareholders.
In
accordance with our bylaws (the “Bylaws”), our Board has fixed the close of business on May 26, 2026 as the Record Date for
determining the shareholders entitled to notice of the above noted actions (the “Record Date”). This Information Statement
is being mailed on or about June 8, 2026 to shareholders of record on the Record Date.
Under
Florida law, shareholders have no appraisal or dissenters’ rights in connection with the matters described in this Information
Statement and we will not independently provide our shareholders with any such right.
DISTRIBUTION
AND COSTS
We
will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. In addition,
we will only deliver one Information Statement to multiple shareholders sharing an address, unless we have received contrary instructions
from one or more of the shareholders. Also, we will promptly deliver a separate copy of this Information Statement and future shareholder
communication documents to any shareholder at a shared address to which a single copy of this Information Statement was delivered, or
deliver a single copy of this Information Statement and future shareholder communication documents to any shareholder or holders sharing
an address to which multiple copies are now delivered, upon written request to us at our address noted above.
Shareholders
may also address future requests regarding delivery of information statements by contacting us at the address noted above.
VOTE
REQUIRED; MANNER OF APPROVAL
Approval
to authorize the Board to implement each of the Reverse Split and Name Change requires the affirmative vote of the holders of a majority
of the voting power of the Company. In accordance with the Company’s Bylaws, the Board has fixed May 26, 2026, as the Record Date
for determining the shareholders entitled to vote or give written consent.
As
of the Record Date, there were (a) 155,810,655 shares of Common Stock issued and outstanding, with each share of Common Stock entitled
to one vote, and (b) 100 shares of Series B convertible preferred stock, with a par value of $1.00 per share (the “Series B Preferred
Stock”) issued and outstanding, with each share of Series B Preferred Stock entitled to 100 votes per share. The holders of Series
B Preferred Stock have the right to vote together as a single class with the holders of the Common Stock and the holders of any other
class or series of shares entitled to vote with the Common Stock.
Dr.
Jane Hsaio, our Chief Executive Officer and a member of our Board, has the power to vote 43,455,734 shares of our Common Stock, which
are held through her affiliates, and Dr. Phillip Frost, a member of our Board, has the right to vote 54,690,325 shares of our Common
Stock, which are held through his affiliates. On June 4, 2026, by delivery of the Shareholder Consent, Dr. Hsiao and Dr. Frost approved
each of the Reverse Split and the Name Change by providing written consents as to 43,455,734 votes and 54,690,325 votes, respectively,
representing an aggregate of 98,146,059 votes, or approximately 63.4% of the voting stock of the Company. Accordingly, the majority of
votes necessary to authorize both the Reverse Split and the Name Change were received.
No
other shareholder consents will be solicited in connection with the transactions described in this Information Statement. The Board is
not soliciting proxies in connection with the adoption of these proposals, and proxies are not requested from shareholders. The Company
will not hold a shareholder meeting to consider the matters covered by this Information Statement.
Under
Section 607.0704 of the Florida Business Corporation Act (“FBCA”), shareholders may take action without a meeting of the
shareholders, and without prior notice, if a consent or consents in writing, setting forth the action so taken, is signed by the holders
of the outstanding voting shares holding not less than the minimum number of votes that would be necessary to approve such action at
a shareholders meeting. The action is effective when written consents from holders of record of a majority of the outstanding shares
of voting stock are executed and delivered to the Company. This Notice of Action by Written Consent and Information Statement constitutes
notice to you under Section 607.0704 of the FBCA of the actions taken by the written consent of the Consenting Shareholders. On May 22,
2026 and June 4, 2026, the Board and the Consenting Shareholders, respectively, executed and delivered to the Company the Written Consents.
Accordingly, in compliance with the FBCA, at least a majority of the total voting stock of the Company has approved the Reverse Split
and the Name Change. As a result, no vote or proxy is required by the shareholders to approve the adoption of the foregoing actions.
This
Information Statement is being furnished to all holders of the Company’s Common Stock pursuant to Section 14(c) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, solely for the
purpose of informing shareholders of these corporate actions before they take effect. In accordance with Exchange Act Rule 14c-2, the
shareholder consent will become effective no sooner than twenty (20) calendar days following the mailing of this Information Statement.
It is contemplated that Reverse Split will become effective no sooner than the latest to occur of (a) twenty-one (21) calendar days after
this Information Statement is first mailed to our shareholders, (b) the Board’s determination of the exact ratio and timing for
the Reverse Split, and (c) approval of the Reverse Split by FINRA. It is contemplated that Name Change will become effective no sooner
than the latest to occur of (a) twenty-one (21) calendar days after this Information Statement is first mailed to our shareholders, (b)
approval of the Name Change by FINRA, and (c) the consummation of the Merger (as hereinafter defined). The Name Change will not occur
if the Merger is not consummated.
BOARD
DISCRETIONARY AUTHORITY TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION TO EFFECT THE REVERSE SPLIT
General
On
May 22, 2026, our Board authorized the Reverse Split at a ratio of no less than 1-for-100 and no more than 1-for-500, with such ratio
to be determined by the Board, and such Reverse Split to be effected at such time and date, if at all, as determined by the Board in
its sole discretion. The Board may, in its sole discretion, select an appropriate ratio and file the Articles of Amendment with the Secretary
of State of the State of Florida. This action was authorized by the Consenting Shareholders on June 4, 2026.
Potential
Effects of the Reverse Split
The
principal effect of the Reverse Split would be to decrease the number of outstanding shares of our Common Stock. The Reverse Split will
also raise the per share trading price of our Common Stock, which is currently quoted and trading on the OTC Markets Expert Market (the
“Expert Market”).
Except
for de minimus adjustments that may result from the treatment of fractional shares as described below, the Reverse Split will not have
any dilutive effect on our shareholders since each shareholder would hold the same percentage of our Common Stock outstanding immediately
following the Reverse Split as such shareholder held immediately prior to the Reverse Split. The relative voting and other rights that
accompany the shares of Common Stock would not be affected by the Reverse Split.
Effect
of the Reverse Stock Split on Holders of Outstanding Common Stock
As
of the Record Date, there were 155,810,655 shares of our Common Stock outstanding. Depending on the ratio for the Reverse Split determined
by the Board, a minimum of 100 and a maximum of 500 shares of existing Common Stock will be combined into one new share of Common Stock.
The table below shows, as of the Record Date, the number of outstanding shares of Common Stock that would result from the listed hypothetical
Reverse Split ratios (without giving effect to the treatment of fractional shares):
| Reverse Stock Split Ratio | |
Approximate
Number of
Outstanding Shares
of Common Stock Following the
Reverse
Stock Split | |
| 1-for-100 | |
| 1,558,107 | |
| 1-for-150 | |
| 1,038,738 | |
| 1-for-200 | |
| 779,054 | |
| 1-for-250 | |
| 623,243 | |
| 1-for-300 | |
| 519,369 | |
| 1-for-350 | |
| 445,174 | |
| 1-for-400 | |
| 389,527 | |
| 1-for-450 | |
| 346,246 | |
| 1-for-500 | |
| 311,621 | |
Although
the Reverse Split will not have any dilutive effect on our shareholders, the proportion of shares owned by our shareholders relative
to the number of shares authorized for issuance will decrease because the Reverse Split does not change the current authorized number
of shares of capital stock of the Company. The remaining authorized shares of Common Stock may be used for various purposes, including,
without limitation, raising capital, providing equity incentives to employees, officers or directors, effecting stock dividends, establishing
strategic relationships with other companies, and the acquisition of other businesses or products.
Except
with respect to the Merger and Public Offering (each defined below), we do not currently have any plans, proposals or arrangements to
issue any of the authorized shares which would become newly available as a result of the Reverse Split. Nevertheless, in order to support
our projected need for additional equity capital and to provide flexibility to raise the capital as necessary, our Board believes the
number of authorized shares of Common Stock should be maintained at 400,000,000 shares.
Reasons
for the Reverse Split
As
previously reported in a Current Report on Form 8-K we filed with the Securities and Exchange Commission (“SEC”) on March
12, 2026, on March 5, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”),
with Gravitics Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (the “Merger Sub”),
and Gravitics, Inc., a Delaware corporation (“Gravitics”). The Merger Agreement provides that, among other things and upon
the terms and subject to the conditions thereof, at the effective time (the “Effective Time”), (a) Merger Sub will be merged
with and into Gravitics, (b) the separate corporate existence of Merger Sub will thereupon cease and Gravitics will be the surviving
corporation (the “Surviving Corporation”), and (c) the Surviving Corporation will become a wholly-owned subsidiary of the
Company (the “Merger”). The parties expect the closing of the Merger (the “Closing”) to occur on or before June
30, 2026, or on such other date that the parties mutually agree to in writing.
The
Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation
of the Merger and efforts to satisfy conditions to Closing. The Merger Agreement also contains additional covenants including, among
others, that Company and Gravitics will use reasonable best efforts to consummate an underwritten public offering of at least $40.0 million
for the combined company (the “Public Offering”) and a corresponding uplisting (the “Uplisting”) to The Nasdaq
Capital Market (“Nasdaq”). The parties also agreed that, prior to the Merger, the Company will effect the Reverse Split in
anticipation of the Public Offering and Uplisting.
In
addition, the Merger Agreement includes customary closing conditions, and is also conditioned upon, among other things, that (a) the
Reverse Split will have been approved by the Company’s shareholders and FINRA, and will have become effective prior to the Closing
of Merger, (b) the Uplisting will have been approved by Nasdaq prior to the Closing of the Merger, and (c) the Public Offering will be
ready for consummation upon Closing of the Merger.
The
Company is a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act, and its main business focus has
been to seek, investigate and engage in a business combination with a private entity whose business presents an opportunity for its shareholders.
The Board has concluded that the Merger, the Public Offering and the Uplisting will increase shareholder value. The Board’s primary
objectives in proposing the Reverse Split is to enable the Board to raise the per share trading price of our Common Stock, which is currently
trading only on the Expert Market, in anticipation of the Public Offering, and to allow for the Uplisting of our Common Stock on Nasdaq
(assuming that we will otherwise satisfy the other initial listing criteria of Nasdaq). The Reverse Split is not intended to be a first
step in a going private transaction and will not have the effect of a going private transaction covered by Rule 13e-3 under the Exchange
Act.
The
Board may, in its sole discretion, select an appropriate ratio and file a Certificate of Amendment to our Articles of Incorporation with
the Secretary of State of the State of Florida to effect the Reverse Split, it being understood that the purpose of the Reverse Split
is to enable the Public Offering and the Uplisting.
Our
Board has determined that by increasing the market price per share of our Common Stock, we may meet the stock price element of the initial
listing requirements of Nasdaq, and our Common Stock could be listed on Nasdaq if we meet the other initial listing and corporate governance
requirements of Nasdaq. Our Board believes that current and prospective investors, including prospective investors in the Public Offering,
and the brokerage community may view an investment in our Common Stock more favorably if our Common Stock is listed on Nasdaq.
Our
Board also has confidence that the Reverse Split and any resulting increase in the per share price of our Common Stock should enhance
the acceptability and marketability of our Common Stock to the financial community and investing public, including in connection with
the Public Offering.
We
cannot assure you that the Merger and the Public Offering will be consummated, or that the Uplisting will be approved by Nasdaq, and
that the Board will ultimately determine to effect the Reverse Split or, if effected, that the Reverse Split will have any of the desired
effects described above. More specifically, we cannot assure you that after the Reverse Split the market price of our Common Stock will
increase proportionately to reflect the ratio for the Reverse Split, that the market price of our Common Stock will not decrease to its
pre-split level, that our market capitalization will be equal to the market capitalization before the Reverse Split, or that we will
satisfy the other listing criteria or will be listed on Nasdaq, or once initially listed, that we will be able to maintain such listing
on Nasdaq. If any of the foregoing factors are not achieved, the Company may not consummate the Merger and Public Offering.
Requirements
for Listing on Nasdaq
In
order to list our Common Stock on Nasdaq, among other requirements, our Common Stock must maintain a minimum bid price of $4.00, or $3.00
under certain circumstances. Our Board has considered the potential advantages to us if our Common Stock is listed on Nasdaq and has
concluded that even though the desired effects cannot be assured, it is in the best interests of our Company and our shareholders to
effect the Reverse Split to help attain a $4.00 or $3.00 bid price and ensure compliance with the listing requirements of Nasdaq.
Potential
Disadvantages of the Reverse Split
As
noted above, the principal purpose of the Reverse Split would be to help increase the per share market price of our Common Stock by up
to factor of 500, in connection with the Merger, Public Offering and Uplisting. We cannot assure you, however, that the Reverse Split
will accomplish this objective for any meaningful period of time. While we expect that the reduction in the number of outstanding shares
of Common Stock will increase the market price of our Common Stock, we cannot assure you that the Reverse Split will increase the market
price of our Common Stock by an equivalent multiple, or result in any permanent increase in the market price of our Common Stock. The
price of our Common Stock is dependent upon many factors, including our business and financial performance, general market conditions
and prospects for future success. If the per share market price does not increase proportionately as a result of the Reverse Split, then
the value of our Company as measured by our market capitalization will be reduced, perhaps significantly.
The
number of shares held by each individual shareholder would be reduced if the Reverse Split is implemented. This may also increase the
number of shareholders who hold less than a “round lot,” or 100 shares. This has two disadvantages. First, the rules of Nasdaq
require that at least half the minimum required number of round lot holders (450) must each hold unrestricted securities with a minimum
value of $2,500 to be listed on such exchange. Second, the transaction costs to shareholders selling “odd lots” are typically
higher on a per share basis. Consequently, the Reverse Split could increase the transaction costs to existing shareholders in the event
they wish to sell all or a portion of their position.
Although
our Board believes that the decrease in the number of shares of our Common Stock outstanding as a consequence of the Reverse Split and
the anticipated increase in the market price of our Common Stock could encourage interest in our Common Stock and possibly promote greater
liquidity for our shareholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the
Reverse Split.
Effecting
the Reverse Split
In
order to effect the Reverse Split, Articles of Amendment to the Company’s Articles of Incorporation will be filed with the Secretary
of State of the State of Florida. The actual timing of the filing of the Articles of Amendment with the Secretary of State of the State
of Florida to effect the Reverse Split will be determined by our Board, taking into account the timing for the Merger, Public Offering
and Uplisting. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior
to the filing of the Articles of Amendment, without further action by our shareholders. Assuming prior approval by FINRA, the Reverse
Split will be effective as of the date of filing with the Secretary of State of the State of Florida, or at such time and date as specified
in the Articles of Amendment.
Upon
the filing of the Articles of Amendment, without further action on our part or our shareholders, the outstanding shares of Common Stock
held by shareholders of record would be converted into a lesser number of shares of Common Stock based on a Reverse Split ratio as determined
by the Board in its sole discretion, it being understood that the Reverse Split is being effected in connection with the Merger, Public
Offering and Uplisting.
It
is contemplated that Reverse Split will become effective no sooner than the latest to occur of (a) twenty-one (21) calendar days after
this Information Statement is first mailed to our shareholders, (b) the Board’s determination of the exact ratio and timing for
the Reverse Split, and (c) approval of the Reverse Split by FINRA.
Effect
on Outstanding Shares and Certain Other Securities
If
the Reverse Split is implemented, the number of shares our Common Stock owned by each shareholder will be reduced in the same proportion
as the reduction in the total number of shares outstanding, such that the percentage of our Common Stock owned by each shareholder will
remain unchanged except for any de minimus change resulting from cash in lieu of any fractional shares that such shareholder would have
received as a result of the Reverse Split. Any outstanding shares of Series B Preferred Stock, entitling the holder to receive shares
of the Company’s Common Stock upon conversion, would be adjusted as a result of the Reverse Split, resulting in the holder of the
Series B Preferred Stock receiving a proportionate lesser number of shares upon conversion. The Company currently has no other outstanding
options, warrants, notes, debentures or other securities entitling holders to receive shares of Common Stock upon exercise or conversion.
Effect
on Registration and Stock Trading
Our
Common Stock is currently registered under Section 12(g) of the Exchange Act. As a result, we are subject to the periodic reporting and
other requirements of the Exchange Act. The Reverse Split would not affect the registration of the Common Stock under the Exchange Act.
Exchange
of Stock Certificates; Fractional Shares
At
the effective time of the Reverse Split, automatically, without any action on the part of any shareholder, the Company’s issued
and outstanding shares of Common Stock (“Old Common Stock”) shall be converted into new shares of Common Stock (“New
Common Stock”) on the basis of the Reverse Split ratio determined by the Board. Each holder of a certificate or certificates, which,
immediately prior to the effective time, represented outstanding shares of Old Common Stock, will, from and after the effective time,
be entitled to receive a certificate or certificates representing the shares of New Common Stock into which the shares of Old Common
Stock are reclassified in connection with the Reverse Split. Our Board does not intend to issue fractional shares in connection with
the Reverse Split. Therefore, we do not expect to issue certificates representing fractional shares. In lieu of issuing fractional shares,
the Company will round shares up to the nearest whole number and all shares of Old Common Stock eliminated as a result of the Reverse
Split will be cancelled. Shareholders who otherwise would be entitled to receive fractional shares because they hold, as of the Effective
Time of the Reverse Split, a number of shares of our Old Common Stock not evenly divisible will be entitled to one share of New Common
Stock. Any uncertificated shares held in book entry form will be adjusted accordingly on the Company’s books and records.
As
of the Record Date, we had 1,390 holders of record of our Common Stock (although we have significantly more beneficial holders). We expect
the Reverse Split to result in a significant reduction in the number of our record holders. We presently do not intend to seek any change
in our status as a reporting company for federal securities law purposes, either before or after the Reverse Split.
Until
surrendered, we will deem outstanding certificates representing shares of Old Common Stock (the “Old Certificates”) held
by shareholders to be cancelled and only to represent the number of whole shares of New Common Stock to which these shareholders are
entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange, whether because of a sale, transfer
or other disposition of stock, will automatically be exchanged for certificates representing the appropriate number of whole shares of
New Common Stock (the “New Certificates”). If an Old Certificate has a restrictive legend on the back of the Old Certificate,
the New Certificate will be issued with the same restrictive legend on the back of the New Certificate. Any uncertificated shares held
in book entry form will be adjusted accordingly on the Company’s books and records.
Shareholders
who hold shares in street name through a nominee (such as a bank or broker) will be treated in the same manner as shareholders whose
shares are registered in their names, and nominees will be instructed to effect the Reverse Split for their beneficial holders. However,
nominees may have different procedures and shareholders holding shares in street name should contact their nominees. Shareholders will
not have to pay any service charges in connection with the exchange of their certificates.
Authorized
Shares
If
and when our Board elects to effect the Reverse Split, the authorized number of shares of our Common Stock will remain at 400,000,000.
Accordingly, there will be no reduction in the number of authorized shares of our Common Stock in proportion to the Reverse Split ratio.
As a result, the proportion of shares owned by our shareholders relative to the number of shares authorized for issuance will decrease
and the additional authorized shares of Common Stock will be available for issuance at such times and for such purposes as our Board
may deem advisable without further action by our shareholders, except as required by applicable laws and regulations.
Anti-Takeover
and Dilutive Effects
The
purpose of maintaining our authorized Common Stock at 400,000,000 after the Reverse Split is to facilitate our ability to raise additional
capital to support our operations following completion of the Merger, Public Offering and Uplisting, not to establish any barriers to
a change of control or acquisition of our Company. The shares of Common Stock that are authorized but unissued will provide our Board
with flexibility to effect, among other transactions, public or private financings, acquisitions, stock dividends, stock splits and the
granting of equity incentive awards. However, these authorized but unissued shares may also be used by our Board, consistent with and
subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable.
The Reverse Split would give our Board authority to issue additional shares from time to time without delay or further action by the
shareholders. Except as previously described above with respect to the Merger and Public Offering, the Reverse Split is not being recommended
in response to any specific effort of which we are aware to obtain control of us, nor does our Board have any present intent to use the
authorized but unissued Common Stock to impede a takeover attempt. There are no plans or proposals to adopt other provisions or enter
into any arrangements that have material anti-takeover effects.
In
addition, the issuance of additional shares of Common Stock for any of the corporate purposes listed above could have a dilutive effect
on earnings per share and the book or market value of our outstanding Common Stock, depending on the circumstances, and would likely
dilute a shareholder’s percentage voting power in us. Holders of our Common Stock are not entitled to preemptive rights or other
protections against dilution. Our Board intends to take these factors into account before authorizing any new issuance of shares.
Accounting
Consequences
As
of the Effective Time, the stated capital attributable to Common Stock on our balance sheet will be reduced proportionately based on
the Reverse Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited
with the amount by which the stated capital is reduced. Reported per share net loss will be higher because there will be fewer shares
of our Common Stock outstanding.
Federal
Income Tax Consequences
The
following summary describes certain material U.S. federal income tax consequences of the Reverse Split to holders of our Common Stock.
This summary addresses the tax consequences only to a beneficial owner of our Common Stock that is a citizen or individual resident of
the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia
or otherwise subject to U.S. federal income taxation on a net income basis in respect of our Common Stock (a “U.S. holder”).
This summary does not address all of the tax consequences that may be relevant to any particular shareholder, including tax considerations
that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be
known by investors. This summary also does not address the tax consequences to persons that may be subject to special treatment under
U.S. federal income tax law or persons that do not hold our Common Stock as “capital assets” (generally, property held for
investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative
rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including
changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income
tax consequences of the Reverse Split.
If
a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common
Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the
activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should consult their own tax
advisors regarding the U.S. federal income tax consequences of the Reverse Split.
Each
shareholder should consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax
consequences of the Reverse Split.
The
Reverse Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized
by a U.S. holder upon the Reverse Split. Accordingly, the aggregate tax basis in the Common Stock received pursuant to the Reverse Split
should equal the aggregate tax basis in the Common Stock surrendered and the holding period for the Common Stock received should include
the holding period for the Common Stock surrendered.
No
Appraisal Rights
Under
the FBCA, our shareholders are not entitled to appraisal rights with respect to the Reverse Split, and we will not independently provide
our shareholders with any such rights.
Text
of Proposed Amendment; Effectiveness
The
text of the proposed Articles of Amendment is set forth in Appendix A to this Information Statement. If and when effected by our
Board, the Articles of Amendment will become effective upon its filing with the Secretary of State of the State of Florida.
BOARD
DISCRETIONARY AUTHORITY TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION TO EFFECT THE NAME CHANGE
General
On
May 22, 2026, our Board authorized the change the Company’s name from “Non-Invasive Monitoring Systems, Inc.” to “Gravitics
Holdings, Inc.,” at such time as is determined by the Board in its sole discretion, with such Name Change to be effective at such
time and date, if at all, as determined by the Board in its sole discretion. To effect the Name Change, the Board has authorized the
Company to file Articles of Amendment with the Secretary of State of the State of Florida. This action was authorized by the Consenting
Shareholders on June 4, 2026.
Reasons
for the Name Change
The
Company is a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act, as amended (the “Exchange
Act”), and its main business focus has been to seek, investigate and engage in a business combination with a private entity whose
business presents an opportunity for its shareholders. As the Company previously reported in a Current Report on Form 8-K filed with
the SEC on March 12, 2026, the Company entered into a Merger Agreement with Merger Sub and Gravitics. The Merger Agreement provides that,
among other things and upon the terms and subject to the conditions thereof, at the Effective Time (a) Merger Sub will be merged with
and into Gravitics, (b) the separate corporate existence of Merger Sub will thereupon cease and Gravitics will be the Surviving Corporation,
and (c) the Surviving Corporation will become a wholly-owned subsidiary of the Company. The parties expect the Closing of the Merger
to occur on or before June 30, 2026, or on such other date that the parties mutually agree to in writing.
At
the effective time of the Merger, the Company plans to change its business focus to the business of Gravitics, which designs and manufactures
large space structures including orbital carriers, cargo logistics spacecraft, and space station modules to be used for commercial development
in earth orbit and beyond. The Board believes that it would be in the best interests of the Company to change the corporate name to “Gravitics
Holdings, Inc.,” in order to more accurately reflect the business purpose and activities of the Company following the Merger.
Effecting
the Name Change
In
order to effect the Name Change, Articles of Amendment to the Company’s Articles of Incorporation will be filed with the Secretary
of State of the State of Florida. The actual timing of the filing of the Articles of Amendment with the Secretary of State of the State
of Florida to effect the Name Change will be determined by our Board, taking into account the timing for the Merger, Public Offering
and Uplisting. In addition, if for any reason our Board deems it advisable to do so, the Name Change may be abandoned at any time prior
to the filing of the Articles of Amendment, without further action by our shareholders. The Name Change will be effective as of the date
of filing with the Secretary of State of the State of Florida or at such time and date as specified in the Articles of Amendment.
Upon
the filing of the Articles of Amendment, without further action on our part or our shareholders, the Company’s name will change
from “Non-Invasive Monitoring Systems, Inc.” to “Gravitics Holdings, Inc.”.
It
is contemplated that Name Change will become effective no sooner than the latest to occur of (a) twenty-one (21) calendar days after
this Information Statement is first mailed to our shareholders, (b) approval of the Name Change by FINRA, and (c) the consummation of
the Merger. The Name Change will only be effected if (a) the Merger has been consummated, (b) the Uplisting has been approved by Nasdaq,
and (c) the Public Offering has closed.
No
Appraisal Rights
Under
the FBCA, our shareholders are not entitled to appraisal rights with respect to the Name Change, and we will not independently provide
our shareholders with any such rights.
Text
of Proposed Amendment; Effectiveness
The
text of the proposed Articles of Amendment is set forth in Appendix B to this Information Statement. If and when effected by our
Board, the Articles of Amendment will become effective upon its filing with the Secretary of State of the State of Florida.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists, as of the Record Date, the number of shares of Common Stock beneficially owned by (i) each person, entity or group
(as that term is used in Section 13(d)(3) of the Exchange Act) known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock; (ii) each of our directors; (iii) each of our executive officers, and (iv) all executive officers and directors
as a group. Information relating to beneficial ownership of our Common Stock by our principal shareholders and management is based upon
information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules,
a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes
the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition
of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial
ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and
a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted
below, each person has sole voting and investment power with respect to the shares beneficially owned and each shareholder’s address
is c/o Non-Invasive Monitoring Systems, Inc., 4400 Biscayne Blvd., Suite 180, Miami, Florida 33137.
The
percentages below are calculated based on 155,810,655 shares of Common Stock and 100 shares of Series B Preferred Stock issued and outstanding
as of Record Date.
| Name of Beneficial Owner(1) | |
Common Stock(2) | | |
Percentage of Voting Stock(3) | |
| Named Executive Officers and Directors: | |
| | | |
| | |
| Jane H. Hsiao, Ph.D.(4) | |
| 43,455,734 | | |
| 28.1 | % |
| Phillip Frost, M.D.(5) | |
| 54,690,325 | | |
| 35.3 | % |
| James J. Martin | |
| 25,000 | | |
| * | |
| Adam Logal | |
| – | | |
| * | |
| All officers and directors as a group (4 persons) | |
| 98,271,060 | | |
| 63.5 | % |
| | |
| | | |
| | |
| 5% or Greater Holders: | |
| | | |
| | |
| Frost Gamma Investments Trust(6) | |
| 54,690,325 | | |
| 35.3 | % |
| Hsu Gamma Investments, L.P.(7) | |
| 43,455,734 | | |
| 28.1 | % |
*Less
than 1%
| (1) |
The
mailing address of each 5% beneficial holder listed is 4400 Biscayne Blvd., Miami, Florida 33137. |
| (2) |
A
person is deemed to be the beneficial owner of Common Stock that person has a right to acquire within 60 days from the Record Date. |
| |
|
| (3) |
Based
on 155,810,655 shares of Common Stock and 100 shares of Series B Preferred Stock issued and outstanding as of the Record Date. Each
beneficial owner’s percentage ownership is determined by including any shares of Common Stock that person has a right to acquire
within 60 days from the Record Date. |
| |
|
| (4) |
Includes
24,553,660 shares of Common Stock held by Hsu Gamma Investments, L.P. and 2,150,000 Common Stock held by Chin Hsiung Hsiao Family
Trust A. Dr. Jane Hsiao is trustee of the Chin Hsiung Hsiao Family Trust A. and Dr. Jane Hsiao is the general partner of Hsu Gamma
Investments, L.P. |
| |
|
| (5) |
Includes
beneficial ownership of shares held by Frost Gamma Investments Trust. |
| |
|
| (6) |
Dr.
Phillip Frost is the trustee and Frost Gamma, Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments
Trust. Dr. Frost is one of two limited partners of Frost Gamma, Limited Partnership. The general partner of Frost Gamma Limited Partnership
is Frost Gamma Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder
of Frost-Nevada Corporation. |
| |
|
| (7) |
Dr.
Jane Hsiao is the general partner of Hsu Gamma Investments, L.P. |
INTEREST
OF CERTAIN PERSONS IN OR IN
OPPOSITION
TO MATTERS TO BE ACTED UPON
Except
in their capacity as shareholders (which interest does not differ from that of the other holders of Company’s Common Stock), none
of our officers, directors or any of their respective affiliates or associates will have any interest in the Reverse Split or the Name
Change.
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this Information Statement, which means that we can disclose
important information to you by referring you to other documents that we have filed separately with the SEC. The information incorporated
by reference is deemed to be part of this Information Statement. This Information Statement incorporates by reference the following documents:
| |
1. |
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 14, 2026; |
| |
|
|
| |
2. |
Our
Transition Report on Form 10-KT for the transition period from August 1, 2025 to December 31, 2025, filed with the SEC on March 27,
2026; |
| |
|
|
| |
3. |
Our
Annual Report on Form 10-K for the year ended July 31, 2025, filed with the SEC on January 30, 2026; |
| |
|
|
| |
4. |
Our
Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, filed with the SEC on January 30, 2026; |
| |
|
|
| |
5. |
Our
Quarterly Report on Form 10-Q for the quarter ended April 30, 2025, filed with the SEC on June 13, 2025; and |
| |
|
|
| |
6. |
Our
Quarterly Report on Form 10-Q for the quarter ended January 31, 2025, filed with the SEC on March 14, 2025. |
Where
You Can Find More Information
You
may read and copy any reports, statements or other information filed by us at the public reference facilities maintained by the SEC in
Room 1590, 100 F Street, N.E., Washington, D.C. 20549. The SEC maintains a website that contains reports, proxy and information statements
and other information, including those filed by us, at http://www.sec.gov. You may also access the SEC filings and obtain other information
about us through our website, which is www.nims-inc.com. The information contained on the website is not incorporated by reference in,
or in any way part of, this Information Statement.
Delivery
of Documents to Security Holders Sharing an Address
The
Company will provide without charge to each person, including any beneficial owner of such person, to whom a copy of this Information
Statement has been delivered, on written or oral request, within one business day of receipt of such request, a copy of any and all of
the documents referred to above that have been or may be incorporated by reference herein other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference herein). Requests should be directed to Non-Invasive Monitoring Systems, Inc.
c/o James Martin at the at the below address or telephone number.
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to shareholders
who share a single address unless we received contrary instructions from any shareholder at that address. This practice, known as “householding”,
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate
copy of this Information Statement to a shareholder at a shared address to which a single copy of this Information Statement was delivered.
You may make such a written or oral request by sending a written notification stating (a) your name, (b) your shared address, and (c)
the address to which the Company should direct the additional copy of this Information Statement, to Non-Invasive Monitoring Systems,
Inc. c/o James Martin at the at the below address or telephone number. Additionally, if current shareholders with a shared address received
multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings
to shareholders at the shared address, notification of such request may also be made in the same manner by mail or telephone to the Company’s
principal executive offices.
OTHER
MATTERS
The
Board knows of no other matters other than those described in this Information Statement which have been approved or considered by the
holders of a majority of the shares of the Company’s voting stock.
IF
YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT:
NON-INVASIVE
MONITORING SYSTEMS, INC.
4400
Biscayne Blvd., Suite 180
Miami,
Florida 33137
(305)
575-4200
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN TRANSACTIONS
ENTERED INTO BY THE COMPANY.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
| |
By
Order of the Board, |
| |
|
| |
/s/
James J. Martin |
| |
James
Martin |
| |
Chief
Financial Officer |
APPENDIX
A
CERTIFICATE
OF AMENDMENT
TO
THE
articles
OF INCORPORATION
OF
NON-INVASIVE
MONITORING SYSTEMS, INC.
Pursuant
to Section 607.1006, Florida Statutes, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
1.
Name of Corporation
The
current name of the corporation is:
NON-INVASIVE
MONITORING SYSTEMS, INC.
2.
Amendment
Article
IV of the Articles of Incorporation is hereby amended to add the following paragraph as a new clause (c):
“(c) Effective
as of _______, 2026 at 9:00 a.m. Eastern time, every ____ shares of the Corporation’s issued and outstanding common stock, par
value $0.01 per share, shall automatically be combined into one issued and outstanding share of common stock without any action by the
holders thereof (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split.
Any shareholder who would otherwise be entitled to receive a fractional share shall receive a share rounded up to the nearest whole share.
The
Reverse Stock Split shall not affect the total number of authorized shares of common stock unless otherwise expressly stated herein.”
3.
Date of Adoption
The
amendment was adopted on June __, 2026
4.
Manner of Adoption
The
amendment was adopted by the board of directors, and the amendment was also adopted by the shareholders with a majority of the voting
power of the Corporation’s capital stock. The number of votes cast for the amendment by the shareholders was sufficient for approval.
5.
Effective Date (Optional)
This
amendment shall become effective on:
[To
insert a date that is the later of (a) 20 days after the mailing of the Schedule 14C, (b) FINRA approval of the reverse stock split or
(c) the Board approval of the actual reverse stock split and when to implement such split]1
(if
left blank, effective upon filing)
| DATED
this ___ day of _______, 2026. |
|
| |
|
|
| By: |
|
|
| Name: |
James
Martin |
|
| Title: |
Chief
Financial Officer |
|
1
Under Florida law, the Schedule 14C must be mailed to shareholders 10 days after shareholder approval.
APPENDIX
B
CERTIFICATE
OF AMENDMENT
TO
THE
ARTICLES
OF INCORPORATION
OF
NON-INVASIVE
MONITORING SYSTEMS, INC.
Pursuant
to Section 607.1006, Florida Statutes, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
1.
Name of Corporation
The
current name of the corporation is:
NON-INVASIVE
MONITORING SYSTEMS, INC.
2.
Amendment
Article
I of the Articles of Incorporation is hereby amended to read as follows:
“The
name of the corporation is:
GRAVITICS
HOLDINGS, INC.”
3.
Date of Adoption
The
amendment was adopted on June __, 2026
4.
Manner of Adoption
The
amendment was adopted by the board of directors, and the amendment was also adopted by the shareholders with a majority of the voting
power of the Corporation’s capital stock. The number of votes cast for the amendment by the shareholders was sufficient for approval.
5.
Effective Date (Optional)
This
amendment shall become effective on:
[To
insert the date that is the later of (a) 20 days after the mailing of the Schedule 14C, (b) the consummation of the Merger or (c) the
Board approval of when to implement the name change]2
(if
left blank, effective upon filing)
| DATED
this ___ day of _______, 2026. |
|
| |
|
|
| By: |
|
|
| Name: |
James
Martin |
|
| Title: |
Chief
Financial Officer |
|
2
Under Florida law, the Schedule 14C must be mailed to shareholders 10 days after shareholder approval.
