8-K: Non-Invasive Monitoring Systems to Merge with Gravitics

Non-Invasive Monitoring Systems, a shell company, announced a definitive merger agreement with Gravitics, Inc., a space structures manufacturer, in a transaction that will result in Gravitics stockholders owning at least 95.5% of the combined entity.

Summary

• Non-Invasive Monitoring Systems, Inc. (the 'Company') entered into an Agreement and Plan of Merger and Reorganization with Gravitics Merger Sub, Inc. and Gravitics, Inc. on March 6, 2026.
• The merger will result in Gravitics, Inc. becoming a wholly-owned subsidiary of Non-Invasive Monitoring Systems, with Gravitics being the accounting acquirer.
• Post-merger, Gravitics stockholders will own not less than 95.5% of the total equity ownership of the combined company, while pre-merger Non-Invasive Monitoring Systems stockholders will own not more than 4.5%.
• The Company, currently a shell company, plans to change its business focus to that of Gravitics, which designs and manufactures large space structures including orbital carriers, cargo logistics spacecraft, and space station modules.
• The combined entity intends to change its name and trading symbol to better represent Gravitics' business.
• A reverse stock split of Non-Invasive Monitoring Systems' common stock is authorized, with the ratio to be mutually agreed upon.
• The parties will use reasonable best efforts to consummate an underwritten public offering of $40.0 million for the post-merger company and a corresponding uplisting to Nasdaq, NYSE, NYSE American, or another national securities exchange.
• The closing of the merger is expected to occur on or before June 30, 2026.
• Approximately $800,000 of Non-Invasive Monitoring Systems' outstanding debt (plus accrued interest) owed to Dr. Phillip Frost or an affiliate will be converted into common stock ($500,000) or repaid ($300,000) at the effective time of the merger.
• The fiscal year end of Non-Invasive Monitoring Systems will change from July 31st to December 31st, effective December 31, 2025, to align with Gravitics' fiscal year.
• The board of directors of the post-merger company will be designated by Gravitics, with Colin Doughan (Gravitics CEO) serving as Chairman, and current directors of Non-Invasive Monitoring Systems will resign.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a strategically positive move for Non-Invasive Monitoring Systems, transforming it from a shell company into an active participant in the high-potential space industry, despite significant dilution for existing shareholders. The planned capital raise and uplisting are crucial steps for future growth.

Positives

• The merger provides a clear strategic path for Non-Invasive Monitoring Systems, transforming it from a shell company into an operating entity focused on the potentially high-growth space structures industry.
• The planned $40.0 million public offering and uplisting to a major national securities exchange (Nasdaq, NYSE, or NYSE American) could significantly enhance the combined company's visibility, liquidity, and access to capital.
• The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, which could be beneficial for Gravitics' equity holders.
• The new management team, primarily designated by Gravitics, including its CEO Colin Doughan as Chairman, suggests a strong leadership focus on the core space structures business.

Negatives

• Existing Non-Invasive Monitoring Systems stockholders will experience significant dilution, retaining not more than 4.5% of the total equity ownership in the post-merger company.
• Non-Invasive Monitoring Systems is currently a shell company with no active business operations and its common stock is quoted on the OTC Expert Market, indicating a low-tier public listing prior to the merger.
• The company has approximately $800,000 in outstanding debt that needs to be addressed (converted or repaid) as a condition of closing.
• The success of the combined entity heavily relies on the successful consummation of the public offering and uplisting, which are subject to market conditions and regulatory approvals.

Risks

• Inability of the parties to successfully or timely consummate the merger, including risks related to obtaining required regulatory approvals or unanticipated conditions.
• Failure to realize the anticipated benefits of the merger.
• Matters discovered by the parties during their respective due diligence investigations.
• Costs related to the merger.
• Failure to satisfy the conditions to the consummation of the merger, including stockholder approvals.
• Risk that the merger may not be completed by the stated deadline (June 30, 2026) and potential failure to obtain an extension.
• Outcome of any legal proceedings that may be instituted against either company related to the merger.
• Challenges in attracting and retaining qualified directors, officers, employees, and key personnel for the post-merger company.
• Ability of Gravitics to compete effectively in a highly competitive market.
• Ability to protect and enhance Gravitics' corporate reputation and brand.
• Impact from future regulatory, judicial, and legislative changes in the industry.
• Future financial performance of the post-merger company.
• Ability of the post-merger company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses.
• Ability of the post-merger company to generate sufficient revenue from each of its revenue streams.
• Ability of Gravitics to protect its intellectual property from competitors.
• The post-merger company's ability to execute its business plans and strategy.
• General changes in domestic and foreign business, market, financial, political, and legal conditions.

Future Outlook

The combined company plans to pivot its business focus to designing and manufacturing large space structures, including orbital carriers, cargo logistics spacecraft, and space station modules. It intends to pursue a $40.0 million public offering and uplist its shares to a major national securities exchange (Nasdaq, NYSE, or NYSE American) to support this new strategic direction. The merger is expected to close by June 30, 2026, subject to various conditions including regulatory and stockholder approvals.

Management Comments

• The board of directors of Non-Invasive Monitoring Systems unanimously approved and declared advisable the Merger Agreement and the merger, and resolved to recommend approval by its stockholders.
• The board also authorized a reverse stock split at a mutually agreed ratio.
• The officers of the post-Merger Company will be individuals determined by the newly constituted Board, which will include Colin Doughan, CEO of Gravitics, as Chairman.

Industry Context

StockSavvy.ai notes that this merger represents a significant pivot for Non-Invasive Monitoring Systems, moving from a shell company status to entering the burgeoning space industry through Gravitics. The space structures market is experiencing growth driven by increased demand for in-orbit infrastructure, satellite deployment, and commercial space stations. This strategic shift positions the combined entity to capitalize on long-term trends in space commercialization, contrasting sharply with its prior dormant status.

Comparison to Industry Standards

• StockSavvy.ai observes that the proposed equity split, where the acquired private company's shareholders (Gravitics) will own at least 95.5% of the combined entity, is typical for a reverse merger where a shell public company acquires a substantial private operating business. This structure is common in transactions designed to bring a private company public.
• The target of a $40.0 million public offering and uplisting to a major exchange like Nasdaq or NYSE is an ambitious but standard goal for companies seeking to raise significant capital and gain broader investor access in the aerospace and defense sector, where peers like Rocket Lab USA, Inc. (RKLB) or Virgin Galactic Holdings, Inc. (SPCE) have utilized public markets for growth.
• Gravitics' focus on large space structures, such as orbital carriers and space station modules, places it in a niche within the broader space industry, competing with established players and emerging startups in areas like in-space manufacturing and infrastructure development. Specific comparable projects or companies would require deeper insight into Gravitics' proprietary technology and market position, which is not detailed in this filing.

Management Changes

Corporate Governance

Related Party Transactions

• Approximately $800,000 (plus accrued and unpaid interest) of Non-Invasive Monitoring Systems' outstanding debt is owed to Dr. Phillip Frost or an Affiliate of Dr. Frost (including $150,000 owed to Dr. Jane Hsiao). This debt will be converted into shares of Parent Common Stock or repaid as a condition of the merger.

Stakeholder Impact

• **Shareholders (Non-Invasive Monitoring Systems):** Will experience significant dilution, owning not more than 4.5% of the combined company, but gain exposure to a new, potentially high-growth industry and a path to a major exchange listing.
• **Shareholders (Gravitics):** Will become the majority owners (not less than 95.5%) of a publicly traded company, gaining liquidity and access to public capital markets.
• **Employees (Gravitics):** Will become part of a publicly traded entity, with existing stock options and warrants converted into options and warrants for the post-merger company's common stock under a new Equity Incentive Plan, potentially including accelerated vesting upon certain terminations.
• **Management (Gravitics):** Will assume leadership roles in the combined company, with Colin Doughan becoming Chairman of the Board, and executive employment agreements will be assumed.
• **Creditors (Non-Invasive Monitoring Systems):** The approximately $800,000 debt owed to Dr. Phillip Frost or an affiliate will be addressed through conversion to equity or repayment, resolving existing liabilities.

Next Steps

• Non-Invasive Monitoring Systems and Gravitics will prepare and file a Registration Statement on Form S-4 with the SEC to register the merger shares and provide details to stockholders for approval.
• The parties will seek approval from Non-Invasive Monitoring Systems' stockholders and FINRA for the reverse stock split.
• The parties will work towards obtaining approval for uplisting to Nasdaq, NYSE, NYSE American, or another national securities exchange.
• The post-merger company will prepare and file a Resale Registration Statement (Form S-1 or S-3) within sixty days after the effective time to register the resale of merger shares not registered on Form S-4 or held by affiliates.
• Non-Invasive Monitoring Systems 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 upon FINRA approval.
• The post-merger company will file a Super 8-K with the SEC within four business days after the closing date, including Form 10 information and financial statements.
• The Parent Board and stockholders will adopt an Equity Incentive Plan and the Parent will assume executive employment agreements with Gravitics' senior management.

Key Dates

Keywords

Merger, Space Structures, Gravitics, Non-Invasive Monitoring Systems, Reverse Merger, Public Offering, Uplisting, SEC Filing, 8-K, Aerospace, Space Exploration, Orbital Carriers, Space Station Modules