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Non-Invasive Monitoring Systems, Inc. reports first-quarter 2026 results as a shell company with no operating revenue and ongoing losses. Net loss widened to about $163,000 for the three months ended March 31, 2026, from $39,000 a year earlier, mainly because general and administrative expenses rose to $144,000 from $23,000 due to professional fees tied to a planned merger with Gravitics.
The balance sheet remains weak. Cash was only $24,000 at March 31, 2026, against total liabilities of about $1.19 million and a shareholders’ deficit of roughly $1.16 million. The company carries $720,000 of related-party notes payable to entities controlled by major shareholders and executives, all at 11% interest, and subsequently added $300,000 more in May 2026.
Management states there is substantial doubt about the company’s ability to continue as a going concern, citing continuing losses, negative working capital and very limited cash. The company also discloses a material weakness in internal control over financial reporting, driven by insufficient personnel and weak segregation of duties, although management believes the financial statements fairly present the company’s condition.
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. files a Form 10-KT for the transition period ending December 31, 2025 and discloses a proposed Merger Agreement to acquire Gravitics.
The filing states 154,810,655 shares outstanding and an aggregate market value of common equity held by non‑affiliates of $0.2 million computed as of January 30, 2026. The company reports $6,000 of cash, negative working capital of approximately $978,000, and a net loss of $49,000 for the five months ended December 31, 2025. Management concludes there is substantial doubt about the company’s ability to continue as a going concern.
The Merger is conditioned on several items, including shareholder approvals, a Reverse Stock Split, an uplisting to Nasdaq (or other national exchange), delivery of audited Gravitics financials, and a firm commitment underwritten public offering of at least $40.0 million. Closing is expected on or before June 30, 2026, subject to customary conditions.
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.