Non-Invasive Monitoring Systems Inc: amends merger, raises offering target to $125,000,000

What happened

• Non-Invasive Monitoring Systems Inc filed an 8-K reporting a 3rd amendment to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc., dated Sep 30, 2026. The amendment extends the outside closing and termination date to Oct 30, 2026 and raises the target size of the underwritten public offering (the "Public Offering") to $125,000,000.
• The filing also reports an amendment to a Convertible Note issued to Defender Opportunity LLC in the principal amount of $809,705.75, effective Sep 30, 2026, which extends the date by which the Merger must be consummated for automatic conversion and no interest on conversion to Oct 30, 2026 and provides for a $25,000 fee to the Holder.

Key details

• Merger amendment dated Sep 30, 2026: extends outside closing date from Sep 30, 2026 to Oct 30, 2026.
• Public Offering target raised from $40,000,000 to $125,000,000; uplisting to Nasdaq to be completed as soon as practicable after closing of the Merger.
• The amendment "provides that an aggregate of $300,000 (plus accrued interest)" of Affiliate Debt owed to Frost Gamma Investments Trust (affiliate of Dr. Phillip Frost) and Dr. Jane Hsiao "will be repaid from the proceeds [of] the Public Offering" and also states it "removes the repayment of the Affiliate Debt, the 10% cap on dissenting shares, and certain other closing conditions."
• Convertible Note originally issued Jun 24, 2026 in the principal amount of $809,705.75; Note amendment effective Sep 30, 2026 extends automatic conversion date to Oct 30, 2026 and provides a $25,000 extension fee.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) covering the 3rd amendment to the merger agreement and Item 2.03 (creation of a direct financial obligation) covering the amendment to the Convertible Note. A filing does not show why the insider traded or why the company acted.