NON INVASIVE MONITORING SYSTEMS INC /FL/ 8-K

What Happened
Non-Invasive Monitoring Systems, Inc. (the “Company” or NIMU) announced on March 6, 2026 that it entered into an Agreement and Plan of Merger and Reorganization to combine with Gravitics, Inc. Under the Merger Agreement, NIMU’s wholly owned Merger Sub will merge into Gravitics, with Gravitics surviving as a wholly owned subsidiary of NIMU. The Board unanimously approved the Merger, authorized a reverse stock split to be agreed by the parties, and will recommend the transaction to stockholders. The parties expect to close on or before June 30, 2026, subject to customary conditions and regulatory approvals.

Key Details

• Merger structure and accounting: treated as a “reverse merger” so Gravitics will be the accounting acquirer and Gravitics’ historical financials will replace NIMU’s after closing.
• Ownership split: Gravitics shareholders will receive Merger Shares representing at least 95.5% of post‑Merger equity; pre‑Merger NIMU holders will hold no more than 4.5%. Fractional shares will be rounded up.
• Financing and listing plans: parties agree to use reasonable best efforts to consummate a $40.0 million underwritten public offering and to uplist the post‑Merger company to Nasdaq, NYSE, NYSE American or another national exchange. An S-4 registration statement and subsequent resale registration (S-1/S-3) will be filed.
• Closing conditions include: stockholder and FINRA approval of the reverse split, SEC effectiveness of the Form S-4, approval for uplisting, readiness of the Public Offering, conversion/repayment of approximately $800,000 of outstanding debt, and resignation/replacement of current directors.
• Corporate changes: NIMU plans a name and ticker change to reflect Gravitics’ business; the Board will add Gravitics‑designated directors (including Gravitics CEO Colin Doughan as Chairman) and current directors intend to resign at the Effective Time.
• Other corporate actions: on March 11, 2026 the Board changed the Company’s fiscal year end from July 31 to December 31, effective Dec 31, 2025; NIMU will file a transition Form 10-K/T. NIMU has voluntarily submitted a FINRA request for the name/ticker change and notified FINRA of the proposed reverse split.
• Termination: the agreement can be terminated for customary reasons; a terminating party (except where the other failed to meet closing conditions) may owe up to $250,000 as a nonrefundable fee.

Why It Matters
This is a transformative business combination: NIMU is currently a SEC-defined shell company and, if the Merger closes, it will adopt Gravitics’ business (large space structures and orbital systems). Practically, existing NIMU shareholders will own a small minority (<=4.5%) of the combined company, and Gravitics’ results will become the public company’s historical financials (reverse merger accounting). The deal also depends on several milestones—regulatory filings (Form S-4), FINRA and stockholder approvals, a planned $40M public offering, uplisting to a national exchange, and addressing ~$800K of company debt—any of which could delay or prevent closing. Investors should watch upcoming filings (S-4/Information Statement/Prospectus, resale registrations, and Form 8-Ks) for details, timing, and potential shareholder votes.