NON-INVASIVE MONITORING SYSTEMS, INC. (NIMU) has filed an amended Form S-4 for an all‑stock merger with Gravitics, Inc. NIMU, currently a Florida shell company quoted on the OTC Pink Market, will acquire Gravitics via a reverse triangular merger and be renamed Gravitics Holdings, Inc., seeking listing on Nasdaq under the symbol “GVTX.”
At closing, Gravitics stockholders will receive 30,080,837 shares of NIMU common stock, 5,605,759 options, and 355,050 warrants, so that they collectively hold at least 96.5% of fully diluted equity; existing NIMU holders will own no more than 3.5%, reflecting substantial dilution and a change of control. The transaction is conditioned on effectiveness of this registration, completion of a public offering of up to $125.0 million, approval of a Nasdaq uplisting, conversion/repayment of specified NIMU debt, and other customary closing conditions.
NIMU has already completed a 1‑for‑150 reverse stock split, reducing outstanding shares from 154,810,655 to 1,032,640. A 2026 Equity Incentive Plan reserving 9,000,000 shares was approved by written consent of holders of about 63.4% of NIMU stock; other stockholders are not being asked to vote on the merger or the plan and have no appraisal rights under Florida law.
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. (NIMU) filed an amended Form S‑1 for a primary offering of 8,064,516 shares of common stock, aiming to raise $125,000,000 at an assumed price of $15.50 per share, with a 45‑day over‑allotment option for up to 1,209,677 additional shares. All shares are sold by the company, which expects net proceeds of about $121.7 million after underwriting fees and expenses.
The offering is tied to a merger in which Gravitics Merger Sub Inc. will merge into Gravitics, Inc., creating a combined company to be renamed Gravitics Holdings, Inc. and uplisted to Nasdaq under the symbol “GVTX.” After the merger but before the offering, Gravitics stockholders are expected to own about 96.5% of the combined company and current NIMU stockholders about 3.5%. Shares outstanding are anticipated to be 31,388,048 pre‑offering and 39,452,564 post‑offering.
NIMU effected a 1‑for‑150 reverse stock split, reducing outstanding shares from 154,810,655 to 1,032,640. Gravitics is an early‑stage space structures company with no revenue for the six months ended June 30, 2026, a net loss of $24.5 million for that period, and an accumulated deficit of $67.0 million. Pro forma for the merger and offering, the combined company would have $117.4 million in cash and cash equivalents and total stockholders’ equity of $112.0 million. Proceeds are earmarked for R&D, manufacturing expansion, capital expenditures, debt repayment (including bridge and related‑party notes), and general corporate purposes. The filing highlights substantial risks, including going‑concern language for Gravitics, heavy losses, significant dilution, reliance on a nascent space market, and the need for continued access to capital.
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.