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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., a shell company with no active operations, reported a larger net loss of $284,000 for the quarter and $447,000 for the six months ended June 30, 2026, compared with $42,000 and $81,000 a year earlier. General and administrative expenses rose to $261,000 for the quarter and $404,000 for the half, from $26,000 and $49,000, primarily due to professional fees related to a planned all‑stock merger with Gravitics, Inc.
Cash increased to $160,000 from $6,000, funded mainly by $400,000 of related‑party notes and an $809,706 Convertible Promissory Note issued to an unrelated investor, whose proceeds were used to repay $720,000 of principal and $89,706 of interest on insider notes. Total liabilities were $1,607,000 and shareholders’ deficit was $1,443,000 at June 30, 2026, and the company disclosed substantial doubt about its ability to continue as a going concern.
The convertible note bears interest at 11% initially, rising to 22%, and is contingently convertible at $2.95 per share into up to 275,069 common shares, subject to a beneficial ownership cap. A 1‑for‑150 reverse stock split became effective July 30, 2026. Management reported a material weakness in internal control over financial reporting and concluded disclosure controls were not effective.