UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ofOF THE

~~The~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~January~~March 26, 2026

Non-Invasive Monitoring Systems, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Non-Invasive Monitoring Systems, Inc.

(Exact name of registrant as specified in its charter)

Florida

000-13176

59-2007840

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4400 Biscayne Blvd., Suite 180~~, Miami, Florida 33137~~

~~(Address~~Miami, ofFlorida ~~Principal Executive Offices) (Zip Code)~~33137

(~~305)~~Address ~~575-4200~~of principal executive offices, including zip code)

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: (305) 575-4200

N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
Common Stock, par value $0.01 per share		NIMU		OTC Pink

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~See~~The ~~Item~~Merger ~~2.03.~~Agreement

~~Item~~On 2March 6, 2026, Non-Invasive Monitoring Systems, Inc.03, ~~Creation~~a Florida corporation (the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among the Company, Gravitics Merger Sub, Inc., a ~~Direct~~Delaware ~~Financial~~corporation ~~Obligation~~and ora andirect, ~~Obligation~~wholly ~~under~~owned ansubsidiary ~~Off-Balance~~of ~~Sheet~~the ~~Arrangement~~Company (the “Merger Sub”), and Gravitics, Inc., a Delaware corporation (“Gravitics”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, at the effective time (the “Effective Time”) (i) Merger Sub will be merged with and into Gravitics, (ii) the separate corporate existence of Merger Sub will thereupon cease and Gravitics will be the surviving corporation (the “Surviving Corporation”), and (iii) the Surviving Corporation will become a ~~Registrant~~wholly-owned subsidiary of the Company (the “Merger”).

~~Third~~The ~~Amendment to 2021 Frost Gamma Investments Trust Promissory Note~~Merger

On ~~January~~March 56, 2026, ~~Non-Invasive~~the ~~Monitoring~~board ~~Systems,~~of ~~Inc.~~directors of the Company (the “~~NIMS~~Board”) ~~entered~~unanimously ~~into~~(i) ~~the~~approved ~~Third~~and ~~Amendment~~declared toadvisable the ~~that~~Merger ~~certain~~Agreement ~~Promissory Note~~and ~~dated~~the ~~October~~Merger 4,and ~~2021~~other intransactions ~~the~~contemplated ~~principal~~thereby, ~~amount~~(ii) ofauthorized ~~$75,000.00~~the ~~with~~Company ~~Frost~~to ~~Gamma~~effect ~~Investments~~a ~~Trust~~reverse stock split (the “~~2021~~Reverse ~~Frost~~Stock ~~Gamma Note~~Split”)~~, a~~ ~~trust~~of ~~controlled~~the byCompany’s ~~Dr.~~common ~~Phillip Frost~~stock, apar ~~current~~value ~~director,~~$0.01 ~~which~~per ~~beneficially~~share ~~owns~~(“Common Stock”) inat ~~excess~~a ofratio ~~10%~~to ofbe ~~our~~mutually ~~common~~agreed ~~stock.~~to ~~The~~by ~~maturity date on~~ the ~~2021~~parties, ~~Frost~~and ~~Gamma~~(iii) ~~Note~~resolved ~~was~~to ~~amended~~recommend ~~from~~approval ~~December~~of ~~31,~~the ~~2025~~Merger ~~until~~Agreement and ~~June~~related ~~30,~~matters ~~2026.~~by Nothe ~~other~~stockholders ~~provisions~~ of the ~~2021 Frost Gamma Note were amended~~Company.

The ~~foregoing~~Company is ~~only~~ a ~~brief~~“shell ~~summary~~company” of(as ~~the~~such ~~Third~~term ~~Amendment~~is todefined in Rule 12b-2 under the ~~2021~~Securities ~~Frost~~Exchange ~~Gamma~~Act ~~Note~~of 1934, as amended (the “Exchange Act”), and ~~does~~its ~~not~~main ~~purport~~business focus has recently been to beseek, ~~complete~~investigate and engage in a business combination with a private entity whose business presents an opportunity for its stockholders. ~~Please~~At ~~refer~~the Effective Time, the Company plans to ~~the~~change ~~Third~~its ~~Amendment~~business focus to the ~~2021~~business ~~Frost~~of ~~Gamma Note~~Gravitics, which isdesigns ~~attached~~and asmanufactures ~~Exhibit~~large ~~10.1~~space structures including orbital carriers, cargo logistics spacecraft, and space station modules to be used for commercial development in earth orbit and beyond. In connection with the Merger, the Company intends to change its ~~full~~name ~~terms~~and trading symbol to a name and trading symbol that are more representative of the business of Gravitics.

~~Third~~In ~~Amendment~~addition, at the Effective Time, the members of the Board intend to ~~2021~~(i) ~~Hsiao~~appoint ~~Promissory~~individuals ~~Note~~to the Board to be designated by Gravitics, a majority of whom shall qualify as “independent” under Nasdaq Rule 5605(a)(2), and which will include Colin Doughan, the Chief Executive Officer of Gravitics, as Chairman, and (ii) subsequently, resign as directors. The officers of the post-Merger Company will be such individuals as are determined by the newly constituted Board.

OnThe ~~January~~parties 5,expect ~~2026,~~the ~~NIMS~~closing ~~entered~~of ~~into~~ the ~~Third~~Merger ~~Amendment~~(the “Closing”) to ~~that~~occur ~~certain~~on ~~Promissory~~or ~~Note~~before ~~dated~~June ~~October 4~~30, ~~2021~~2026 ~~in the principal amount of $75,000.00 with Dr. Jane Hsiao~~ (the “~~2021~~Outside Closing ~~Hsiao Note~~Date”), ~~NIMS’~~or ~~Chairman~~on ofsuch ~~the~~other ~~Board and Interim Chief Executive Officer and a beneficial owner in excess of 10% of our common stock. The maturity~~ date onthat the ~~2021~~parties ~~Hsiao~~mutually ~~Note~~agree ~~was~~to ~~amended~~in ~~from December 31, 2025 until June 30, 2026~~writing. ~~No other provisions of the 2021 Hsiao Note were amended.~~

The ~~foregoing~~parties isintend ~~only~~that the Merger will qualify as a ~~brief~~“reorganization” ~~summary~~under Section 368(a) of the ~~Third~~Internal ~~Amendment~~Revenue toCode ~~the~~of ~~2021~~1986, as ~~Hsiao~~amended ~~Note~~(the “Code”), and ~~does~~that ~~not~~the ~~purport~~Merger toAgreement beconstitute ~~complete.~~a ~~Please~~“plan ~~refer~~of to reorganization” within the meaning ~~Third~~of ~~Amendment~~Section to1.368-2(g) and 1.368-3(a) of the ~~2021~~United ~~Hsiao~~States ~~Note~~Treasury Regulation, ~~which~~and isnot ~~attached~~subject asthe ~~Exhibit~~holders ~~10.2~~of ~~for~~equity ~~its~~securities of ~~full~~Gravitics ~~terms~~to tax liability under the Code.

~~Third~~In ~~Amendment~~accordance with “reverse merger” accounting treatment, upon consummation of the Merger, Gravitics will be deemed to ~~2022~~be ~~Frost~~the accounting ~~Gamma~~acquirer, ~~Investments~~and ~~Trust~~the ~~Promissory~~Company’s ~~Note~~historical financial statements prior to the Merger will be replaced with the historical financial statements of Gravitics in all filings with the Securities and Exchange Commission (the “SEC”) made after the Effective Time.

OnMerger January 5, 2026, NIMS entered into the Third Amendment to that certain Promissory Note dated September 16, 2022 in the principal amount of $75,000.00 with Frost Gamma Investments Trust (the “2022 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the 2022 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the 2022 Frost Gamma Note were amended.Consideration

~~The~~Pursuant ~~foregoing~~to isthe ~~only~~terms aof ~~brief~~the ~~summary~~Merger Agreement, at the Effective Time, all of the ~~Third~~issued ~~Amendment~~and outstanding shares of capital stock of Gravitics (other than dissenting shares) will be cancelled and converted into the right to receive shares (the ~~2022~~“Merger ~~Frost~~Shares”) ~~Gamma~~of the ~~Note~~Company’s ~~and~~Common ~~does~~Stock. ~~not~~The ~~purport~~aggregate number of Merger Shares to be ~~complete.~~issued ~~Please~~in ~~refer~~connection with the Merger will be calculated tobased on the ~~Third~~relative ~~Amendment~~values of the Company and Gravitics, provided that: (i) the total number of Merger Shares issued to the ~~2022~~stockholders of ~~Frost~~Gravitics ~~Gamma~~(the ~~Note,~~“Gravitics ~~which~~Stockholders”) iswill ~~attached~~represent asnot ~~Exhibit~~less 10than 95.35% ~~for~~of the total equity ownership of the post-Merger Company, with each Gravitics Stockholder receiving its ~~full~~pro ~~terms~~rata share, and (ii) the shares of Common Stock held by the pre-Merger stockholders of the Company (the “Company Stockholders”) will represent not more than 4.5% of the total equity ownership of the post-Merger Company. In lieu of any fractional Merger Shares that would have otherwise been issuable, each fractional Merger Share shall be rounded up to the nearest whole share.

~~Third~~Each ~~Amendment~~share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to ~~2022~~the ~~Hsiao~~Effective ~~Promissory~~Time ~~Note~~will be converted into and become one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

OnAs ~~January~~of 5,the ~~2026~~Effective Time, ~~NIMS~~(i) ~~entered~~all ~~into~~outstanding ~~the~~stock ~~Third~~options ~~Amendment~~ to ~~that~~purchase ~~certain~~capital ~~Promissory~~stock ~~Note~~of ~~dated~~Gravitics ~~September~~that 16remain unexercised, ~~2022~~whether ~~in the principal amount~~vested ofor ~~$75~~unvested,~~000.00~~ ~~with~~will ~~Dr.~~be ~~Jane~~canceled ~~Hsiao~~and ~~(the~~exchanged ~~“2022~~for ~~Hsiao~~stock ~~Note”),~~options ~~NIMS’~~to ~~Chairman~~purchase shares of the ~~Board~~post-Merger ~~and~~Company’s ~~Interim~~Common ~~Chief~~Stock ~~Executive~~under ~~Officer~~an ~~and~~Equity aIncentive ~~beneficial~~Plan ~~owner~~to inbe ~~excess~~adopted ofby ~~10%~~the ofCompany, ~~our~~in ~~common~~a ~~stock.~~form ~~The~~agreed ~~maturity~~to ~~date~~by onthe parties (the ~~2022~~“Equity ~~Hsiao~~Incentive ~~Note~~Plan”), and ~~was~~(ii) ~~amended~~all ~~December~~outstanding ~~31, 2025~~warrants ~~until~~to ~~June~~purchase ~~30,~~capital ~~2026.~~stock Noof ~~other~~Gravitics ~~provisions~~that remain unexercised will be canceled and exchanged for warrants to purchase shares of the ~~2022~~Post-Merger ~~Hsiao~~Company’s ~~Note~~Common ~~were amended~~Stock.

~~The~~Representations ~~foregoing is only a brief summary of the Third Amendment to the 2022 Hsiao Note~~ and ~~does not purport to be complete. Please refer to the Third Amendment to the 2022 Hsiao Note, which is attached as Exhibit 10.4 for its full terms.~~Warranties

~~Second~~The ~~Amendment~~Merger toAgreement ~~2023~~contains ~~Frost~~customary ~~Gamma~~representations ~~Investments~~and ~~Trust~~warranties ~~Promissory~~of ~~Note~~the parties. Each party’s representations and warranties will not survive Closing.

On January 5, 2026, NIMS entered into the Second Amendment to that certain Promissory Note dated August 15, 2023 in the principal amount of $200,000.00 with Frost Gamma Investments Trust (the “2023 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the 2023 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the 2023 Frost Gamma Note were amended.Covenants

The ~~foregoing~~Merger isAgreement ~~only~~includes acustomary ~~brief~~covenants ~~summary~~of the parties with respect to operation of their respective businesses prior to consummation of the ~~Second~~Merger ~~Amendment~~and efforts to satisfy conditions to Closing. The Merger Agreement also contains additional covenants of the ~~2023~~parties, ~~Frost~~including, among ~~Gamma~~others, ~~Note~~(i) that the parties will use reasonable best efforts to consummate an underwritten public offering of $40.0 million for the post-Merger Company (the “Public Offering”) and ~~does~~a corresponding uplisting to Nasdaq, the New York Stock Exchange (the NYSE”), the NYSE American, or other national securities exchange (the “Uplisting”), (ii) that, as soon as practicable after the signing of the Merger Agreement, the parties will prepare and file a Registration Statement on Form S-4 (the “Form S-4 Registration Statement”) with the SEC to register the Merger Shares (other than any Merger Shares that are not ~~purport~~permitted to be ~~complete.~~registered ~~Please~~on ~~refer~~ Form S-4 pursuant to applicable law) and to provide the ~~Second~~Company ~~Amendment~~Stockholders with necessary details on the Merger, and that each of the parties will use its reasonable best efforts to have such Form S-4 declared effective as soon as practicable after filing, and (iii) that within sixty (60) days after the ~~2023~~Effective ~~Frost~~Time, ~~Gamma~~the ~~Note~~post-Merger Company will prepare and file a Registration Statement on Form S-1, ~~which~~or a Registration Statement on Form S-3, if the Company is ~~attached~~then aseligible ~~Exhibit~~to ~~10.5~~use ~~for~~a ~~its~~Form ~~full~~S-3 ~~terms~~(in either case, a “Resale Registration Statement”), with the SEC to register the resale of all the Merger Shares that are not permitted to be registered on Form S-4, or are held by affiliates of the post-Merger Company, and the Post-Merger Company will use reasonable best efforts to have the Resale Registration Statement declared effective as soon as practicable after filing.

~~Second~~No-Shop ~~Amendment to September 2024 Frost Gamma Investments Trust Promissory Note~~Restrictions

OnEach ~~January~~party 5,has ~~2026~~agreed that, ~~NIMS~~from ~~entered~~the ~~into~~date of the ~~Second~~Merger ~~Amendment~~Agreement to ~~that~~the ~~certain~~Closing ~~Promissory~~Date ~~Note~~or, ~~dated~~if ~~September 25~~earlier, ~~2024~~the invalid termination of the ~~principal~~Merger ~~amount~~Agreement ofin ~~$25,000.00~~accordance with ~~Frost~~its ~~Gamma~~terms, ~~Investments~~it ~~Trust~~will ~~(the~~not ~~“September~~initiate ~~2024~~any ~~Frost~~negotiations ~~Gamma~~with ~~Note”),~~any aparty ~~trust~~relating ~~controlled~~to byan ~~Dr.~~alternative any transaction ~~Phillip~~involving ~~Frost~~a merger, aconsolidation, ~~current~~business ~~director~~combination, ~~which~~recapitalization, ~~beneficially~~purchase ~~owns~~or indisposition ~~excess~~of any material amount of ~~10%~~the assets of ~~our~~such ~~common~~party, ~~stock.~~or ~~The~~any ~~maturity~~material ~~date~~amount onof the ~~September~~capital ~~2024~~stock or other ownership interests of such party. Each party has also agreed to ~~Frost~~be ~~Gamma~~responsible ~~Note~~for ~~was~~any ~~amended~~acts ~~from~~or ~~December~~omissions 31of any of its respective representatives that, ~~2025~~if ~~until~~they ~~June~~were 30the acts or omissions of such party, as ~~2026.~~applicable, Nowould ~~other~~be ~~provisions~~deemed a breach of ~~the~~such ~~September~~party’s ~~2024~~obligations ~~Frost~~with ~~Gamma~~respect ~~Note~~to ~~were amended~~these non-solicitation restrictions.

~~The~~Conditions ~~foregoing is only a brief summary of the Second Amendment~~ to the September 2024 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the September 2024 Frost Gamma Note, which is attached as Exhibit 10.6 for its full terms.Closing

~~Second~~The ~~Amendment~~Merger Agreement includes customary closing conditions, and is also conditioned upon, among other things, that (i) the Reverse Stock Split will have been approved by the Company Stockholders and the Financial Industry Regulatory Authority, Inc. (“FINRA”), and will have become effective, (ii) the Form S-4 Registration Statement will have been declared effective by the SEC, (iii) the Uplisting will have been approved by Nasdaq, the NYSE, the NYSE American or other applicable national securities exchange on which the parties have applied for listing, (iv) the Public Offering will be ready for consummation upon Closing, (v) the Company’s outstanding debt in the aggregate amount of approximately $800,000 (plus accrued and unpaid interest thereon) will have been converted into shares of the Company’s Common Stock or repaid, as applicable, (vi) approval of the Company Stockholders and the Gravitics Stockholders will have been obtained; (vii) each of the individuals agreed upon by the parties will have executed and delivered a Lock-Up Agreement in the form mutually acceptable to ~~October~~the ~~2024~~parties; ~~Frost~~(viii) ~~Gamma~~all ~~Investments~~individuals ~~Trust~~who ~~Promissory~~served ~~Note~~as directors and/or officers of the Company immediately prior to the Effective Time will have resigned, which resignations shall be effective as of the Effective Time, and new directors and officers for the Company will have been appointed (as further specified above), and (ix) the Company will have adopted the Equity Incentive Plan.

On January 5, 2026, NIMS entered into the Second Amendment to that certain Promissory Note dated October 23, 2024 in the principal amount of $30,000.00 with Frost Gamma Investments Trust (the “October 2024 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of our common stock. The maturity date on the October 2024 Frost Gamma Note was amended from December 31, 2025 until June 30, 2026. No other provisions of the October 2024 Frost Gamma Note were amended.Termination

The ~~foregoing~~Merger isAgreement ~~only~~provides athat ~~brief~~it ~~summary~~may ofbe ~~the~~terminated ~~Second~~at ~~Amendment~~any time prior to the ~~October~~Effective ~~2024~~Time ~~Frost~~(i) ~~Gamma~~by ~~Note~~mutual ~~and~~agreement, ~~does~~(ii) by either the Company or Gravitics if the Closing has not ~~purport~~occurred toby bethe ~~complete.~~Outside ~~Please refer~~Closing toDate, (iii) by operation of law, or (iv) by the ~~Second~~Company ~~Amendment~~or Gravitics toif the ~~October~~other ~~2024~~party ~~Frost~~has ~~Gamma~~not ~~Note~~satisfied any of the closing conditions, ~~which~~or has breached or failed to observe or perform in any material respect any of its covenants or obligations under the Merger Agreement (if such breach is ~~attached~~not ascured ~~Exhibit~~within ten (10.7) days following written notice of such breach) by the Closing Date; provided, however, that if the Merger Agreement is terminated by either party for ~~its~~any ~~full~~reason ~~terms~~other than the other party failing to satisfy their closing conditions prior to the termination date, then the terminating party will pay the other party a nonrefundable fee in the amount of to $250,000.

~~Second~~Additional ~~Amendment to January 2025 Frost Gamma Investments Trust Promissory Note~~Information

OnThe ~~January~~description 5,of ~~2026,~~the ~~NIMS~~Merger ~~entered~~Agreement ~~into~~in ~~the~~this ~~Second~~Current ~~Amendment~~Report on Form 8-K has been included to ~~that~~provide ~~certain~~investors ~~Promissory~~with ~~Note~~information ~~dated~~regarding their ~~January~~respective 23terms and is not intended to provide any other factual information about the Company or Gravitics. In particular, ~~2025~~the assertions embodied in the ~~principal~~representations ~~amount~~ and warranties in the Merger Agreement were made as of ~~$40~~a specified date,~~000.00~~ ~~with~~are ~~Frost~~modified ~~Gamma~~or ~~Investments~~qualified by ~~Trust~~information (in one or more disclosure letters prepared in connection with the ~~“January~~execution ~~2025~~and ~~Frost~~delivery ~~Gamma~~of ~~Note”)~~the Merger Agreement, may be subject to a ~~trust~~contractual ~~controlled~~standard byof ~~Dr.~~materiality ~~Phillip Frost~~different from what might be viewed as material to investors, aor ~~current~~may ~~director~~have been used for the purpose of allocating risk between the parties. Accordingly, ~~which~~the ~~beneficially~~representations ~~owns~~and warranties in ~~excess~~the Merger Agreement are not necessarily characterizations of ~~10%~~the actual state of ~~our~~facts ~~common~~about ~~stock.~~the ~~The~~Company ~~maturity~~or ~~date~~Gravitics onat the ~~January~~time ~~2025~~they ~~Frost~~were made or otherwise and ~~Gamma~~should ~~Note~~only ~~was~~be ~~amended~~read ~~from~~in ~~December~~conjunction ~~31,~~with ~~2025~~the ~~until~~other ~~June~~information 30that the Company makes publicly available in reports, ~~2026.~~statements Noand other documents ~~provisions~~filed ofwith the ~~January~~SEC. ~~2025~~The ~~Frost~~Company ~~Gamma~~and ~~Note~~the ~~were~~Company ~~amended~~investors and securityholders are not third-party beneficiaries under the Merger Agreement.

The foregoing isdescriptions ~~only a brief summary~~ of the ~~Second~~Merger ~~Amendment~~Agreement toand the ~~January~~transactions ~~2025~~and ~~Frost~~documents ~~Gamma~~contemplated ~~Note~~thereby ~~and~~are ~~does~~ not ~~purport~~complete and are subject to beand ~~complete.~~qualified ~~Please refer~~in totheir ~~the~~entirety ~~Second~~by ~~Amendment~~reference to the ~~January~~Merger ~~2025~~Agreement, ~~Frost~~a ~~Gamma~~copy ~~Note,~~of which is ~~attached~~filed with this Current Report on Form 8-K as Exhibit 102.81, ~~for~~and ~~its~~the ~~full~~ terms of which are incorporated by reference herein.

~~First~~Important ~~Amendment~~Additional toInformation ~~August~~and ~~2025~~Where ~~Frost~~to ~~Gamma~~Find ~~Investments Trust Promissory Note~~It

OnIn ~~January~~connection 5,with ~~2026~~the Merger, ~~NIMS~~The ~~entered~~Company ~~into~~intends ~~the~~to ~~First~~file ~~Amendment~~the toForm ~~that~~S-4 ~~certain~~Registration ~~Promissory~~Statement ~~Note~~with ~~dated~~the ~~August 27~~SEC, ~~2025~~which inwill ~~the~~include ~~principal~~a ~~amount~~document ofthat ~~$25,000.00~~serves ~~with~~as ~~Frost~~a ~~Gamma~~prospectus ~~Investments~~and ~~Trust~~information (statement of the ~~“August~~Company, ~~2025~~referred ~~Frost~~to ~~Gamma~~herein ~~Note”),~~as a ~~trust~~“Information ~~controlled~~Statement/Prospectus.” After bythe ~~Dr.~~Registration ~~Phillip Frost,~~statement ais ~~current~~declared ~~director~~effective, ~~which~~the ~~beneficially~~Information ~~owns~~Statement/Prospectus inwill ~~excess~~be ofsent ~~10%~~to all of ~~our~~the ~~common~~Company ~~stock~~Stockholders. The ~~maturity~~Company ~~date~~also onwill file other documents regarding the ~~August~~proposed ~~2025~~Merger ~~Frost~~with ~~Gamma Note~~the ~~was~~SEC. ~~amended~~Investors ~~from~~and ~~December~~securityholders ~~31,~~of ~~2025~~the ~~until~~Company ~~June~~are urged 30to read the Form S-4 Registration Statement, ~~2026.~~the NoInformation Statement/Prospectus and all other ~~provisions~~relevant ofdocuments filed or that will be filed with the ~~August~~SEC ~~2025~~in ~~Frost~~connection ~~Gamma~~with ~~Note~~the ~~were~~proposed ~~amended~~Merger as they become available because they will contain important information about the Merger.

~~The~~Investors ~~foregoing~~and issecurityholders ~~only~~will abe ~~brief~~able ~~summary~~to obtain free copies of the ~~First~~Form ~~Amendment~~S-4 toRegistration Statement, the ~~August~~Information ~~2025~~Statement/Prospectus ~~Frost~~and all ~~Gamma~~other ~~Note~~relevant ~~and~~documents ~~does~~filed ~~not~~or ~~purport~~that towill be ~~complete.~~filed ~~Please refer~~with to the ~~First~~SEC ~~Amendment~~by to the ~~August~~Company ~~2025~~through ~~Frost~~the ~~Gamma~~website ~~Note,~~maintained ~~which~~by isthe ~~attached~~SEC asat ~~Exhibit 10~~www.~~9 for its full terms~~sec.gov.

~~Promissory~~No ~~Noted~~Offer ~~dated~~or ~~January 2, 2026 in the Amount of $100,000.~~Solicitation

OnThis ~~January~~Current 2,Report ~~2026,~~on ~~NIMS~~Form ~~entered~~8-K ~~into~~relates ato ~~Promissory~~the ~~Note~~proposed inMerger between the ~~principal~~Company ~~amount~~and ~~of $100,000~~Gravitics.00 ~~with~~This ~~Frost~~does ~~Gamma~~not ~~Investments~~constitute ~~Trust~~an ~~(the~~offer ~~“2026~~to sell ~~Frost~~or ~~Gamma~~the ~~Note”),~~solicitation of an offer to buy any securities or a ~~trust~~solicitation ~~controlled~~of byany ~~Dr.~~vote ~~Phillip~~or ~~Frost~~approval, ~~which~~nor ~~beneficially~~shall ~~owns~~there inbe ~~excess~~any ofsale ~~10%~~ of ~~NIMS’~~any ~~common stock.~~securities ~~The~~in ~~interest~~any ~~rate~~state ~~payable~~or byjurisdiction ~~NIMS~~in onwhich ~~the~~such ~~2026~~offer, ~~Frost~~solicitation, ~~Gamma~~or ~~Note~~sale iswould ~~11%~~be ~~per~~unlawful ~~annum,~~prior ~~payable~~to onregistration or qualification under the ~~maturity~~securities ~~date~~laws of ~~June~~such ~~30,~~other ~~2026~~jurisdiction. ~~The~~No ~~2026 Frost~~offering ~~Gamma~~of ~~Note~~securities ~~may~~shall be ~~prepaid~~made inexcept ~~advance~~by means of a prospectus meeting the ~~June~~requirements of 30Section 10 of the Securities Act of 1933, ~~2026~~as ~~maturity~~amended, ~~date~~or ~~without~~an ~~penalty~~exemption therefrom.

~~The~~Forward ~~foregoing~~Looking is only a brief summary of some of the terms of the 2026 Frost Gamma Note and does not purport to be complete. Please refer to the 2026 Frost Gamma Note, which is attached as Exhibit 10.10 for its full terms.Statements

~~Item~~Certain 9statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements.01 ~~Financial~~Forward-looking ~~Statements~~statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and ~~Exhibits~~similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of the closing of the Merger and achievement of the conditions necessary for the closing of the Merger. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of the Company’s and Gravitics’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and Gravitics. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

~~(d)~~These ~~Exhibits~~forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the Merger, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Gravitics or the expected benefits of the Merger, if not obtained; the failure to realize the anticipated benefits of the Merger; matters discovered by the parties as they complete their respective due diligence investigation of the other parties; the ability of the Company prior to the Merger, and the post-Merger Company following the Merger; costs related to the Merger; the failure to satisfy the conditions to the consummation of the Merger, including the approval of the Merger Agreement by the Company Stockholders; the risk that the Merger may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; the outcome of any legal proceedings that may be instituted against the Company or Gravitics related to the Merger; the attraction and retention of qualified directors, officers, employees and key personnel of the Company and Gravitics prior to the Merger, and the post-Merger Company following the Merger; the ability of Gravitics to compete effectively in a highly competitive market; the ability to protect and enhance Gravitics’s corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in the Company’s industry; future financial performance of the post-Merger Company following the Merger; the ability of the post-Merger Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; the ability of the post-Merger Company to generate sufficient revenue from each of its revenue streams; the ability of Gravitics to protect its intellectual property from competitors; the post-Merger Company’s ability to execute its business plans and strategy; and those factors set forth in documents of the Company filed, or to be filed, with SEC. The foregoing list of risks is not exhaustive.

10.1	Third Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated October 4, 2021.
10.2	Third Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated October 4, 2021.
10.3	Third Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 16, 2022.
10.4	Third Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated September 16, 2022.
10.5	Second Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated August 15, 2023.
10.6	Second Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 25, 2024.
10.7	Second Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated October 23, 2024.
10.8	Second Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated January 23, 2025.
10.9	First Amendment dated January 5, 2026 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated August 27, 2025.
10.10	Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated January 2, 2026.
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If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the Company nor Gravitics presently know, or that the Company and Gravitics currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s and Gravitics’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the attachments hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the attachments hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of the Company and Gravitics described above. The Company and Gravitics anticipate that subsequent events and developments will cause their assessments to change. However, while the Company and Gravitics may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s or Gravitics’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

~~SIGNATURES~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to Article VI, Section 2 of the Company’s Bylaws, on March 11, 2026, the Board changed the fiscal year end of the Company from July 31st of each year to December 31st of each year, effective as of December 31, 2025, to align with Gravitics’s current fiscal year end. The Company plans to file a transition report on Form 10-K/T covering the period between its old and new fiscal year-ends.

Item 8.01. Other Events.

The Company has submitted to FINRA a voluntary request for the change of the Company’s name and trading symbol in the market and a notification of the proposed Reverse Stock Split. The Company will file a Current Report on Form 8-K to disclose the effective date of its name and trading symbol change, and the effectiveness of the Reverse Stock Split in the market, upon receipt of approval from FINRA.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
2.1*		Merger Agreement, dated March 6, 2026, by and among Non-Invasive Monitoring Systems, Inc., Gravitics Merger Sub, Inc. and Gravitics, Inc.

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Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) or 601(a)(5), as applicable.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Non-Invasive Monitoring Systems, Inc.
	NON-INVASIVE MONITORING SYSTEMS, INC.
January 7, 2026	By:	/s/ James J. Martin
	By:	/s/ James Martin
	Name:	James J. Martin
	Title:	Chief Financial Officer
Dated: March 12, 2026

Filing Compare · NON INVASIVE MONITORING SYSTEMS INC /FL/