NON INVASIVE MONITORING SYSTEMS INC /FL/ Material Event - Verified Summary

1. Event Description (what happened)

NON INVASIVE MONITORING SYSTEMS INC /FL/ (NIMS) is making a dramatic shift, merging with Gravitics, Inc., a privately-held space technology company. This transaction is a "reverse merger," meaning NIMS, which had largely ceased its medical monitoring operations and functioned as a "shell company," will effectively be acquired by Gravitics. Gravitics specializes in designing and building large structures for space, including modular components for space stations, in-space cargo logistics vehicles, and advanced orbital carriers. Once the merger closes, Gravitics's innovative space business will become the sole focus of the newly combined public company. Current NIMS shareholders will not receive cash; instead, their NIMS shares will convert into shares of the new entity.

2. Event Date/Timeline

NIMS and Gravitics signed the definitive merger agreement on March 6, 2026. They expect to finalize the merger by June 30, 2026, pending the satisfaction of all conditions and approvals.

3. Impact Assessment (who/what is affected)

This merger represents a complete business transformation for NIMS. The company will exit the medical monitoring business entirely to focus on space structures.

• Investors/Shareholders: Current NIMS stockholders will face significant dilution. They will own no more than 4.5% of the combined company, while Gravitics stockholders will own at least 95.5%. Their investment will shift from a medical monitoring company to a high-growth, high-risk space infrastructure company. The company also anticipates a reverse stock split to meet listing requirements.
• Company (NIMS): NIMS's corporate identity will fundamentally change. It will discontinue or wind down its original, largely dormant medical monitoring business. The company will also change its name and trading symbol to reflect Gravitics's space focus.
• Leadership/Management: Current NIMS board members will step down. New directors, primarily from Gravitics (including Gravitics's CEO as Chairman), will assume leadership of the combined entity.

4. Financial Impact (if applicable)

• Shareholder Ownership: Current NIMS shareholders will face extreme dilution, owning no more than 4.5% of the combined company. Gravitics stockholders will own at least 95.5%.
• Consideration: NIMS shareholders will not get cash consideration; their shares will convert into shares of the combined entity.
• Capital Raising: The combined company plans to raise $40 million through a public stock offering after the merger closes. This capital will fund Gravitics's ongoing research and development, manufacturing expansion, and working capital.
• Reverse Stock Split: NIMS anticipates a reverse stock split for its shares, with the exact ratio to be determined, to meet stock exchange listing requirements.
• Gravitics Financials: This 8-K filing didn't provide specific historical financial details for Gravitics, such as revenue, profitability, or cash burn. The Form S-4 Registration Statement, to be filed with the SEC, will provide comprehensive financial information for Gravitics.

5. Key Takeaways for Investors

• Complete Transformation: This event marks a fundamental shift from a medical monitoring shell company to a space infrastructure company. Investors should understand they are now investing in a new business within a new industry.
• Extreme Dilution: Current NIMS shareholders will own a very small percentage (less than 4.5%) of the new, combined company. This is a critical financial factor to consider.
• New Industry, New Risks: The space industry offers high growth potential but is also capital-intensive, high-risk, with long development cycles, significant regulatory hurdles, and intense competition. Investors must research Gravitics's business model, management, and the broader space market thoroughly.
• High Risk, Potentially High Reward: While reverse mergers carry significant risks, successful execution of Gravitics's business plan in the growing space economy could lead to substantial upside.
• Crucial Information Pending: The 8-K offers limited financial details about Gravitics. Investors must thoroughly review the upcoming Form S-4 Registration Statement when it becomes available, as it will include essential financial data, business plans, full merger terms, and a detailed list of risks.
• Approvals Required: The merger requires NIMS stockholder approval (including for a reverse stock split), regulatory approvals (FINRA, SEC), and approval for listing on a major exchange.
• Do Your Due Diligence: Do not make investment decisions based solely on headlines. Understand the implications of this event for your investment and conduct comprehensive research on Gravitics.