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Non-Invasive Monitoring Systems, Inc. files a Form 10-KT for the transition period ending December 31, 2025 and discloses a proposed Merger Agreement to acquire Gravitics.
The filing states 154,810,655 shares outstanding and an aggregate market value of common equity held by non‑affiliates of $0.2 million computed as of January 30, 2026. The company reports $6,000 of cash, negative working capital of approximately $978,000, and a net loss of $49,000 for the five months ended December 31, 2025. Management concludes there is substantial doubt about the company’s ability to continue as a going concern.
The Merger is conditioned on several items, including shareholder approvals, a Reverse Stock Split, an uplisting to Nasdaq (or other national exchange), delivery of audited Gravitics financials, and a firm commitment underwritten public offering of at least $40.0 million. Closing is expected on or before June 30, 2026, subject to customary conditions.
Non-Invasive Monitoring Systems, Inc., currently a shell company, agreed to merge with Gravitics, Inc., which designs and manufactures large space structures such as orbital carriers, cargo spacecraft and space station modules. Gravitics will become a wholly owned subsidiary and the combined company will adopt Gravitics’ business.
At closing, Gravitics stockholders are expected to own at least 95.5% of the post‑merger equity, while existing Non-Invasive Monitoring stockholders will hold no more than 4.5%. The parties plan a $40.0 million underwritten public offering and an uplisting to a national exchange, alongside a reverse stock split, name and ticker change, and conversion or repayment of approximately $800,000 of company debt.
The merger is subject to multiple conditions, including stockholder approvals, SEC effectiveness of a Form S‑4, approval of the uplisting and reverse split, execution of lock-up agreements, and adoption of an equity incentive plan. Either party may terminate under specified circumstances, with a $250,000 termination fee payable in certain cases. The company also changed its fiscal year-end to December 31 to align with Gravitics.