NON INVASIVE MONITORING SYSTEMS INC /FL/ 8-K

What Happened

• Non-Invasive Monitoring Systems, Inc. (NIMU) announced on June 24, 2026 that it sold a Convertible Promissory Note for $809,705.75 to Defender Opportunity LLC. Proceeds were used to repay in full certain existing promissory notes (Original Notes) totaling $720,000 principal plus $89,705.75 interest that were held by Dr. Jane Hsiao (officer/director) and an affiliate of director Dr. Phillip Frost. The Buyer is not an affiliate of the company or those insiders.
• The Convertible Note matures December 31, 2026, bears interest at 11% per year through November 12, 2026 and 22% thereafter, may not be prepaid without the holder’s consent, and can be converted into common stock at $0.01966 per share. The full amount will automatically convert on closing of the previously disclosed merger with Gravitics, Inc. The note’s conversion is subject to a 4.99% beneficial ownership cap (which the holder may elect to increase to 9.99%).

Key Details

• Amount sold: $809,705.75 (issued June 24, 2026).
• Use of proceeds: repaid Original Notes — $720,000 principal + $89,705.75 accrued interest.
• Conversion price: $0.01966/share → roughly 41.2 million shares before adjustments (subject to customary adjustments and the beneficial ownership limit).
• Maturity and interest: due Dec 31, 2026; 11% interest until Nov 12, 2026, then 22%; no interest payable if the merger is consummated on or before Sept 30, 2026. Company will file a resale registration for Conversion Shares within 60 days after the merger’s effective date.

Why It Matters

• Short-term financing and potential dilution: the note is short‑dated (matures end of 2026) and can convert into tens of millions of shares at a low conversion price, which could dilute existing shareholders if converted or if the merger triggers automatic conversion. Conversion is, however, capped by a beneficial‑ownership limit (4.99% by default).
• Replaces insider debt with third‑party financing: the transaction repaid related‑party notes held by insiders, reducing insider debt but leaving $300,000 of remaining non-convertible notes owed to insiders that the company expects to repay from merger financing.
• Merger linkage and resale registration: conversion mechanics are tied to the company’s planned merger with Gravitics, Inc.; the company agreed to register the Conversion Shares for resale after the merger, which affects liquidity of any shares issued on conversion.