Non-Invasive Monitoring Systems, Inc.

NIMU: S-1/A · offering registration

Non-Invasive Monitoring Systems filed an S-1/A for a $50 million IPO of 3,225,806 shares at an estimated $14.00-$17.00 per share, with Lucid Capital Markets as sole bookrunner. The offering closes concurrently with a reverse merger in which the shell will be renamed Gravitics Holdings, Inc. and uplist to Nasdaq under ticker GVTX, with Gravitics stockholders owning roughly 96.5% of the combined company. Gravitics designs large space structures including Orbital Carriers, with a $270 million related-party cargo contract from Axiom Space that is terminable on 30 days' notice. The company generated no revenue in H1 2026, posted a $24.5 million net loss for the period, and carried only $2.7 million in cash at June 30, 2026, with a going-concern qualification in its audited financials. The filing is dense with red flags: a 1-for-150 reverse split in July 2026, related-party bridge notes from directors Frost and Hsiao, a 50% original issue discount bridge loan already in forbearance, no third-party fairness opinion on the merger, and substantial future dilution from warrants and options.

SEC S-1/A•7d ago

NIMU: S-4/A · acquisition merger

Non-Invasive Monitoring Systems filed an amended S-4 advancing its all-stock merger with Gravitics, Inc., a private space-structures maker. Gravitics stockholders will receive 30,152,861 shares plus options and warrants and own at least 96.5% of the combined company, with legacy NIMU holders retaining no more than 3.5%. The combined company will be renamed Gravitics Holdings, Inc., headquartered in Marysville, Washington, led by Gravitics CEO Colin Doughan, and will pursue a $50.0 million public offering with a Nasdaq uplisting under symbol GVTX. Closing is conditioned on Nasdaq approval and the offering, with an outside date of October 30, 2026. Legacy NIMU holders face severe dilution after an effective 1-for-150 reverse split and the merger share issuance; both parties also disclose going-concern and material-weakness flags. Without a fairness opinion obtained and Nasdaq approval not guaranteed, deal completion risk remains meaningful despite the transformative upside for a micro-cap shell.

SEC S-4/A•7d ago

NIMU: S-1/A · acquisition merger

Non-Invasive Monitoring Systems, Inc. filed an S-1/A for a $125 million IPO of 8,064,516 shares at an assumed $15.50 per share, tied to its merger with Gravitics, Inc., a space structures company. Upon closing, the company will be renamed Gravitics Holdings, Inc. and list on Nasdaq under 'GVTX', with Lucid Capital Markets as sole bookrunner and a 45-day over-allotment option for 1,209,677 additional shares. Existing NIMS shareholders will retain only approximately 3.5% of the combined company, with Gravitics stockholders holding approximately 96.5%. The company completed a 1-for-150 reverse split on July 30, 2026, reducing shares outstanding to 1,032,640. Gravitics carries substantial risks: it has never generated meaningful revenue ($0 for six months ended June 30, 2026 vs. $1.0 million in the prior-year period), posted a $24.5 million net loss in the first half of 2026, has only $2.7 million in cash, and its auditor flagged substantial doubt about its ability to continue as a going concern. Its largest contract is a $270 million related-party agreement with Axiom Space, which is terminable on 30 days' notice. Net proceeds of approximately $121.6 million are earmarked for R&D, manufacturing expansion, launch infrastructure, repayment of debt (including the $1.0 million bridge note and related-party promissory notes), and working capital. A 180-day lockup applies to insiders and the company.

SEC S-1/A•17d ago

NIMU: S-4/A · acquisition merger

Non-Invasive Monitoring Systems (NIMU, OTC Pink) filed an S-4/A for its pending all-stock reverse merger with Gravitics, Inc., a private space structures company. Post-merger, the company will be renamed Gravitics Holdings, Inc., with Gravitics holders owning at least 96.5% fully diluted and current NIMU holders at most 3.5%. Stockholders holding 63.4% of NIMU approved the 2026 Equity Incentive Plan (9,000,000 reserved shares) by written consent, and the merger consideration comprises 30,152,861 shares plus 5,534,506 options and 354,394 warrants. Closing requires SEC effectiveness, Nasdaq approval of the 'GVTX' uplisting, and a public offering of up to $125.0 million, targeted on or before October 30, 2026. Pro forma combined financials as of June 30, 2026 show $117.3 million in cash (reflecting the offering assumption) against a $12.4 million six-month pro forma net loss; Gravitics itself recorded a $24.5 million net loss in H1 2026 with zero revenue and its auditor flagged going-concern doubt. NIMU's board obtained no fairness opinion, and the $270 million Axiom contract is terminable.

SEC S-4/A•17d ago

NIMU: S-1/A · offering registration

Non-Invasive Monitoring Systems filed an S-1/A for a $125,000,000 IPO of 8,064,516 shares priced between $14.00 and $17.00 (assumed $15.50), with Lucid Capital Markets as sole bookrunner and a 45-day over-allotment option on 1,209,677 additional shares. The offering is tied to a reverse merger in which the shell company will acquire Gravitics, Inc., a space structures maker backed by a $270 million Axiom Space contract, rename itself Gravitics Holdings, and uplist to Nasdaq under 'GVTX'. Gravitics stockholders will own roughly 96.5% of the combined company; existing NIMS holders just 3.5%. Risks are significant: Gravitics carries a going-concern qualification, lost $24.5 million in the first half of 2026 with zero revenue, disclosed a material weakness in internal controls, and its Axiom contract is terminable on 30 days' notice. Director Dr. Phillip Frost (35.3% holder) negotiated the merger after a prior SEC settlement, and no fairness opinion was obtained.

SEC S-1/A•20d ago

NIMU: S-4/A · acquisition merger

Non-Invasive Monitoring Systems (OTC: NIMU) filed an S-4/A for its all-stock merger with private space-structures company Gravitics, Inc., under which Gravitics stockholders will receive 30,152,861 shares, 5,534,506 options, and 354,394 warrants and hold at least 96.5% of the combined company. The shell company will be renamed Gravitics Holdings, Inc., with Gravitics' management led by CEO Colin Doughan taking over, and current NIMU holders — including Dr. Phillip Frost (35.3%) and Dr. Jane Hsaio (28.1%) — diluted to no more than 3.5%. Closing is conditioned on a planned $125 million public offering, Nasdaq approval to list under 'GVTX', SEC effectiveness, and conversion of an $809,706 convertible note at $2.949 per share, with an outside date of October 30, 2026. Risk flags are substantial: the NIMU board obtained no fairness opinion, Gravitics has a going-concern qualification, $2.734 million of cash against heavy losses ($24.5 million net loss in H1 2026), zero H1 revenue, and a $270 million Axiom contract that is terminable. Stockholders holding 63.4% also approved a 2026 Equity Incentive Plan reserving 9 million shares by written consent.

SEC S-4/A•21d ago

NIMU: 8-K · material agreement

Non-Invasive Monitoring Systems entered a third amendment to its merger agreement with Gravitics on September 30, 2026, extending the outside closing and termination dates from September 30 to October 30, 2026. The amendment raises the target size of the post-merger underwritten public offering from $40.0 million to $125.0 million, with the offering and a Nasdaq uplisting to follow as soon as practicable after closing. An aggregate of $300,000 plus interest owed to affiliates Dr. Phillip Frost and Dr. Jane Hsiao will be repaid from offering proceeds, and certain closing conditions including the 10% cap on dissenting shares were removed. Separately, the company extended the merger deadline in its $809,705.75 convertible note with Defender Opportunity LLC to October 30, 2026, paying a non-refundable $25,000 extension fee; the note still converts without interest if the merger closes by then. Repeated one-month extensions suggest the deal remains on track but faces timing pressure.

SEC 8-K•21d ago

NIMU: 8-K · material agreement

Non-Invasive Monitoring Systems amended its merger agreement with Gravitics, Inc. for a third time on September 30, 2026, extending the closing deadline and outside termination date to October 30, 2026. The amendment commits the post-merger company to a $125.0 million underwritten public offering and uplisting to a national exchange, with $300,000 of insider debt to Dr. Phillip Frost and Dr. Jane Hsiao repaid from offering proceeds. Separately, the company extended maturity on four $75,000 insider promissory notes to October 31, 2026, and paid Defender Opportunity LLC a $25,000 non-refundable fee to extend a $809,705.75 convertible note tied to merger closing. The repeated short-term extensions suggest the deal is close but not yet assured, and shareholders should watch for closing by the new October 30, 2026 deadline.

SEC 8-K•24d ago

NIMU: S-4/A · acquisition merger

Non-Invasive Monitoring Systems (OTC: NIMU) filed an S-4/A for its all-stock reverse merger with Gravitics, Inc., a space structures maker. Post-merger, Gravitics stockholders will own at least 96.5% of the combined company and existing NIMU holders at most 3.5%, with the company renamed Gravitics Holdings, Inc. The amendment also notifies stockholders that holders of ~63.4% of shares approved a 2026 Equity Incentive Plan reserving 9,000,000 shares by written consent, with 30,152,861 shares, 5,534,506 options, and 354,394 warrants to be issued as merger consideration. The merger is conditioned on a $125.0 million public offering, Nasdaq approval under symbol 'GVTX', and conversion of an $809,706 convertible note; both companies have going-concern language and Gravitics posted a $24.5 million net loss in H1 2026 with zero revenue.

SEC S-4/A•1mo ago

NIMU: 8-K · material agreement

Non-Invasive Monitoring Systems, Inc. disclosed that on August 17, 2026 it executed a Guarantee and Assumption Agreement backing a $1,000,000 unsecured bridge loan that Gravitics, Inc. borrowed from BZH SPO LLC under a Loan Agreement dated the same day. The loan was funded in full on August 18, 2026, matures 60 days after funding, and carries interest of 4.0% per 30-day period plus an original issue discount of 50% of principal per 30-day period, with an additional 3.0% per 30-day default premium accruing automatically after day 60. Gravitics must apply all Priority Proceeds, including offering proceeds and certain customer contract payments, to mandatory prepayment of the Note. The guarantee is a condition to the pending reverse takeover merger in which Gravitics Merger Sub Inc. will merge into Gravitics, leaving Gravitics as a wholly owned subsidiary of the Company, and it springs into effect automatically at RTO closing. The Note is expected to be repaid in full from the proceeds of a proposed public offering to be consummated in conjunction with the merger closing, and the guarantee terminates if the RTO does not close by the long stop date.

SEC 8-K•2mo ago

NIMU: S-1/A · offering registration

Non-Invasive Monitoring Systems, a Florida shell company, filed an S-1/A to sell 8,064,516 shares at an assumed $15.50 (range $14.00-$17.00) for gross proceeds of $125 million, with Lucid Capital Markets acting as sole bookrunner. The offering is contingent on closing its reverse merger with space-structures maker Gravitics, Inc. and acceptance for listing on the Nasdaq Capital Market under the symbol GVTX. Post-merger, the company will be renamed Gravitics Holdings, Inc., with Gravitics stockholders owning roughly 96.5% and legacy NIMS holders about 3.5%; a 1-for-150 reverse split took effect July 30, 2026, leaving about 31.4 million shares outstanding before the offering. The underwriter receives a 6.5% discount plus 5% coverage warrants at $17.05, and the deal includes a 1,209,677-share over-allotment option and a 180-day lockup. Gravitics reported a $24.5 million net loss on zero revenue for the six months ended June 30, 2026, held just $2.7 million of cash, and carries a going-concern qualification and a material weakness in internal controls; its flagship $125 million cargo-vehicle contract is with related party Axiom Space. A $1 million bridge loan from BZH SPO LLC funded August 18, 2026 bears 4% interest per 30-day period plus a 50% original issue discount. Estimated net proceeds of about $121.7 million would lift pro forma cash to roughly $117.4 million and fund orbital carrier manufacturing, test infrastructure, launch site development, and debt repayment — transforming the balance sheet of what is currently a $164,000-total-asset shell, even as dilution and governance red flags remain prominent.

SEC S-1/A•2mo ago