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8-KAccepted Aug 17, 5:00 PM ET

NIMU Amends Merger Agreement; Gravitics Owners to Hold ~96.5%

NIMUNON INVASIVE MONITORING SYSTEMS INC /FL/

Accepted (ET)

5:00 PM

Aug 17, 2026

Filed

Aug 17, 2026

Documents

12

Size

227.4 KB

Summary

NIMU Amends Merger Agreement; Gravitics Owners to Hold ~96.5%

Updated

What Happened
Non-Invasive Monitoring Systems, Inc. (NIMU) filed an 8-K (dated August 17, 2026) reporting that on August 11, 2026 it entered into a Second Amendment to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc. The amendment modifies the planned post-merger ownership split so that, after the merger, Gravitics stockholders will own approximately 96.5% of the combined company and NIMU stockholders will own approximately 3.5%.

Key Details

  • Amendment executed on August 11, 2026; disclosed on Form 8-K filed August 17, 2026.
  • Post-merger ownership: ~96.5% to Gravitics stockholders; ~3.5% to NIMU stockholders.
  • Parties: Non-Invasive Monitoring Systems, Inc. (Florida corporation), Gravitics Merger Sub, Inc. (Delaware, wholly owned subsidiary of NIMU), and Gravitics, Inc. (Delaware).
  • The Second Amendment is filed as Exhibit 2.1 to the Form 8-K.

Why It Matters
This change alters who will control the combined company after the merger by materially shifting ownership to current Gravitics holders. For investors, the amended ownership split affects voting power, potential strategic direction, and relative equity exposure for existing NIMU shareholders. The full terms are in the filed Second Amendment (Exhibit 2.1), which investors should review for more detail.

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