{"url_path":"/sec/nimu/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/720762/0001493152-26-030327-index.html","accession_number":"0001493152-26-030327","cik":"0000720762","ticker":"NIMU","issuer_name":"NON INVASIVE MONITORING SYSTEMS INC /FL/","edgar_url":"https://www.sec.gov/Archives/edgar/data/720762/0001493152-26-030327-index.html","primary_entity_key":"0000720762","primary_entity_name":"NON INVASIVE MONITORING SYSTEMS INC /FL/"},"word_count":700,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn\nJune 24, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the\n“Company”), and Defender Opportunity LLC, a Delaware limited liability company (the “Buyer” or the\n“Holder”), entered into a Note Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company\nsold the Buyer a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $809,705.75 (the\n“Note Sale Transaction”). The proceeds from the Note Sale Transaction were used by the Company to repay in full the\namounts due under certain outstanding promissory\nnotes of the Company (the\n“Original Notes”), consisting of an aggregate of $720,000 in principal and an\naggregate of $89,705.75 of accrued and unpaid interest due thereon. The Original Notes were held by Dr. Jane Hsaio, an officer and\ndirector of the Company and beneficial owner of more than 10% of the Company’s common stock, and an affiliate of Dr.\nPhillip Frost, a director of\nthe Company and beneficial owner of more\nthan 10% of the Company’s common stock. The Buyer is not an affiliate of the Company, Dr. Frost or Dr. Hsiao.\n\n \n\nThe\nConvertible Note was issued on June 24, 2026 (the “Original Issue Date”) and has a stated maturity date of December 31,\n2026 (the “Maturity Date”). The Convertible Note may not be prepaid in whole or in part without the prior written\nconsent of the Holder. The Convertible Note bears interest at the rate of 11% per annum from the Original Issue Date until November\n12, 2026, and 22% per annum thereafter, and shall be due and payable upon the earlier of (i) the conversion in full of the\nConvertible Note after November 12, 2026, (ii) any prepayment of the Convertible Note with the consent of the Holder, or (iii) the\nMaturity Date; *provided, however,* that no interest will be payable on the Convertible Note if the Merger (as defined below)\nis consummated on or before September 30, 2026. Amounts due under the Convertible Note may be converted into shares of the\nCompany’s Common Stock (the “Conversion Shares”), at any time at the option of the Holder, at a conversion price\nof $0.01966 per share (the “Conversion Price”). In addition, the full amount due under the Convertible Note will\nautomatically convert into Conversion Shares at the Conversion Price upon the closing of the merger (the “Merger”)\ncontemplated by the Agreement and Plan of Merger and Reorganization the Company entered into with Gravitics, Inc., dated March 6,\n2026 (as previously reported in a Current Report on Form 8-K the Company filed with the Securities and Exchange Commission\n(“SEC”) on March 12, 2026). Notwithstanding the foregoing, the Holder’s conversion of amounts due under the\nConvertible Note is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the option of the Holder.\nThe Conversion Price and number of Conversion Shares issuable upon conversion of the Convertible Note is subject to adjustment from\ntime to time for any subdivision or consolidation of the Company’s shares and other standard dilutive\nevents.\n\n \n\nPursuant\nto the Purchase Agreement, the Company agreed that, on or before 60 days after the effective date of the Merger, the Company will prepare\nand file a registration statement with the SEC to register the resale of all of the Conversion Shares, and will use commercially reasonable\nefforts to cause such registration statement to be declared effective as soon as practicable thereafter.\n\n \n\nFollowing\nthe Note Sale Transaction, Dr. Frost and Dr. Hsiao still hold promissory notes of the Company in the aggregate principal amount\nof $300,000 (the\n“Remaining Notes”). The\nRemaining Notes do not have conversion rights with respect to the amounts due thereunder. It is contemplated that the amounts due\nunder the Remaining Notes will be repaid from the proceeds of\na financing the Company plans to conduct in connection with the Merger.\n\n \n\nThe\nforegoing descriptions of the Purchase Agreement and Convertible Note and the transactions contemplated thereby do not\npurport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and\nConvertible Note filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K, respectively, and incorporated\nherein by reference."}