Non-Invasive Monitoring Systems, Inc. Announces Merger with Gravitics: Key Details for Investors

Overview

Non-Invasive Monitoring Systems, Inc. (“the Company”) has announced a significant corporate event that could have major implications for shareholders and the future direction of the company. On March 6, 2026, the board of directors unanimously approved a merger agreement with Gravitics, a move that is accompanied by substantial structural and strategic changes to the Company.

Key Highlights of the Report

• Merger Agreement: The board has approved the merger agreement with Gravitics, deemed advisable and in the best interests of shareholders. The Board recommends shareholders vote in favor of the merger and related matters.
• Reverse Stock Split: The Company is authorized to effect a reverse stock split of its common stock at a ratio to be mutually agreed upon by the parties. This is a key structural change that could impact share value, liquidity, and the number of shares outstanding.
• Change in Fiscal Year-End: The Board has changed the fiscal year end from July 31 to December 31, effective as of December 31, 2025, to align with Gravitics’ current fiscal year end. A transition report on Form 10-K/T will be filed to cover the period between the old and new fiscal year-ends.
• FINRA Filings: The Company has submitted a voluntary request to FINRA for a change of the Company’s name and trading symbol, and notification of the proposed Reverse Stock Split. The effective dates will be disclosed in a future Form 8-K upon FINRA’s approval.
• SEC Filings and Shareholder Materials: In connection with the merger, the Company intends to file a Form S-4 Registration Statement with the SEC, which will include an Information Statement/Prospectus distributed to all Company shareholders. All relevant documents will be accessible for free at www.sec.gov.
• No Registered Securities: As of the report date, the Company has no securities registered under Section 12(b) of the Securities Exchange Act and is not classified as an “emerging growth company.”
• Share and Option Treatment: No fractional shares will be issued in the merger; any fractional interest will be rounded up to the nearest whole share. For stock options and warrants, the Parent (the post-merger entity) will take action to reserve sufficient shares for delivery upon exercise of converted Company warrants.
• Board Action and Recommendations: The board has determined the merger is advisable, fair to shareholders, and directed that the agreement and merger be submitted for shareholder approval.

Important Details and Potential Price-Sensitive Information

• Merger Structure and Share Conversion: The merger will result in the conversion of Company stock into shares of the Parent entity, with detailed mechanisms for fractional shares and option exchanges. This could affect the number of shares held by current shareholders and possibly the valuation of their holdings.
• Reverse Stock Split: Reverse splits often impact share price and liquidity. If approved and implemented, it will change the share count and per-share value, which can affect trading dynamics and investor perception.
• Change in Trading Symbol and Name: Rebranding and ticker symbol changes can impact market visibility and investor recognition.
• SEC and FINRA Approvals Pending: Finalization of the merger, stock split, and rebranding are subject to regulatory approvals, introducing potential timing and risk factors.
• Forward-Looking Statements: The report contains forward-looking statements subject to risks and uncertainties, including the ability to complete the merger, regulatory approvals, and future performance of the combined entity.
• Access to Additional Information: Shareholders are urged to review all future filings related to the merger, including the Form S-4 and Information Statement/Prospectus, for detailed financial and transactional information.

What Shareholders Need to Know

• Voting Required: Shareholders will be asked to vote on the merger and related matters. The Board recommends approving the merger.
• Potential Share Structure Changes: The reverse stock split and merger share exchange will directly impact the number of shares held and could influence share price.
• Future Communications: Shareholders should closely monitor Company filings for the effective dates of the reverse stock split, name/trading symbol changes, and detailed merger terms.
• Regulatory Uncertainty: Completion of the merger and related changes are not guaranteed until all regulatory approvals are received and final documentation is filed.

Disclaimer

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell securities. The completion and terms of the merger are subject to regulatory approval and shareholder vote. Investors should review all SEC filings and consult with their financial advisors before making any investment decisions related to Non-Invasive Monitoring Systems, Inc. or Gravitics. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied herein.

View NON INVASIVE MONITORING SYSTEMS INC /FL/ Historical chart here