NON INVASIVE MONITORING SYSTEMS INC /FL/

NON INVASIVE MONITORING SYSTEMS INC /FL/ (NIMU) announced a fifth amendment to its Merger Agreement with Gravitics, Inc., extending the outside closing and termination dates from October 30, 2026, to November 30, 2026. Additionally, the company entered into sixth amendments to its affiliate promissory notes with Frost Gamma Investments Trust and Dr. Jane Hsiao, extending their maturity dates to November 30, 2026. A convertible note with Defender Opportunity LLC was also amended to push the merger consummation deadline to November 30, 2026, in exchange for a $25,000 fee.

NON INVASIVE MONITORING SYSTEMS INC /FL/ (NIMU), a former shell company, is undertaking a significant corporate restructuring. The company plans to merge with Gravitics, Inc., a Delaware corporation specializing in large space structures, and subsequently change its name to Gravitics Holdings, Inc. Concurrently, it is launching a public offering of $125,000,000 in common stock and intends to uplist its shares to the Nasdaq Capital Market under the symbol "GVTX". The Board has also approved a 1-for-150 reverse stock split. While these actions represent a strategic pivot and potential growth, Gravitics has reported substantial net losses, including $19.2 million for Q1 2026, indicating financial challenges.

Non-Invasive Monitoring Systems, Inc. (NIMS) announced the Fourth Amendment to four promissory notes, extending their maturity dates. The amendments, effective June 30, 2026, push the repayment deadline from June 30, 2026, to September 30, 2026. These notes, each for $75,000, are held by Frost Gamma Investments Trust (controlled by director Dr. Phillip Frost) and Dr. Jane Hsiao (Chairman and Interim CEO), both significant shareholders.

Non-Invasive Monitoring Systems, Inc. (NIMU) entered into Amendment No. 1 to its Agreement and Plan of Merger and Reorganization with Gravitics, Inc. The amendment extends the Outside Termination Date for the merger to September 30, 2026. It also provides for certain resale registration rights for a holder of a convertible note and revises specific closing conditions of the agreement.

Non-Invasive Monitoring Systems, Inc. (NIMU) entered into a Note Purchase Agreement with Defender Opportunity LLC, selling a Convertible Promissory Note for $809,705.75. The proceeds were used to repay existing promissory notes, including those held by officers and directors, totaling $720,000 in principal and $89,705.75 in accrued interest. The Convertible Note carries an interest rate of 11% per annum until November 12, 2026, increasing to 22% thereafter, and automatically converts into common stock upon the closing of the planned merger with Gravitics, Inc.

NON INVASIVE MONITORING SYSTEMS INC reported a net loss of $163,000 for the first quarter of 2026, a significant increase from $39,000 in the prior year, primarily driven by professional fees related to its planned merger with Gravitics, Inc. The company continues to face substantial doubt about its ability to continue as a going concern, with a shareholders' deficit and negative working capital of $1,159,000. Despite these financial challenges, the company is actively pursuing the merger and has secured additional related-party financing.

Non-Invasive Monitoring Systems, Inc. (NIMS) entered into two promissory notes totaling $300,000 on May 7, 2026. The first note, for $200,000, was with Frost Gamma Investments Trust, controlled by a NIMS Board Member. The second note, for $100,000, was with Jane Hsiao, NIMS' Chairman and Interim CEO. Both notes carry an 11% annual interest rate and mature on June 30, 2026, with prepayment allowed without penalty.