NON INVASIVE MONITORING SYSTEMS INC /FL/ 8-K

What Happened

• On June 30, 2026, Non-Invasive Monitoring Systems, Inc. (NIMU) entered into Amendment No. 1 to the Agreement and Plan of Merger and Reorganization among NIMU, Gravitics Merger Sub, Inc. and Gravitics, Inc. The Amendment (i) extends the Agreement’s Outside Termination Date, (ii) grants certain resale/registration rights for a holder of a convertible note, and (iii) revises specified closing conditions in Sections 5.1 and 5.3 of the original Agreement dated March 6, 2026. The full form of the Amendment is filed as Exhibit 10.1 to the Form 8-K.

Key Details

• Amendment executed: June 30, 2026.
• Original merger agreement date: March 6, 2026.
• Main changes: extension of the Outside Termination Date; addition of resale/registration rights for a convertible note holder; revisions to closing conditions (Sections 5.1 and 5.3).
• Formal Amendment text is attached as Exhibit 10.1 to the 8-K.

Why It Matters

• The extension of the Outside Termination Date gives the parties more time to satisfy conditions and close the proposed merger.
• Granting resale/registration rights to a convertible note holder could affect future share liquidity and the supply of shares available for resale if those rights are exercised.
• Changes to closing conditions may alter what must occur before the deal can close, which can affect timing and the ultimate completion of the merger.
• The 8-K does not disclose financial terms or specify the new termination date here; investors should review Exhibit 10.1 for full details.