Current Report · Items 1.01, 9.01 · 8-K
Non-Invasive Monitoring Systems, Inc.
Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On August 11, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), entered into a second amendment (the “Second Amendment”) to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company, and Gravitics, Inc., a De…
Company context
Current securities
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
On
August 11, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), entered into a second amendment
(the “Second Amendment”) to its Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of the Company, and Gravitics, Inc., a Delaware corporation (“Gravitics”),
to modify the post-merger ownership structure in order to provide that, following the Merger, the Gravitics stockholders will own approximately
96.5% of the combined company and the Company’s stockholders will own approximately 3.5% of the combined company.
The
foregoing description of the Second Amendment is not complete and is subject to and qualified in its entirety by reference to the Second
Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference
herein.