NIMS extends Gravitics merger deadline to Oct 30; plans $125M offering plus Nasdaq uplisting

NON INVASIVE MONITORING SYSTEMS INC /FL/

Amendment No. 3 to the May 6, 2026 merger with Gravitics, Inc. extends the Outside Termination Date to October 30, 2026; Gravitics Merger Sub merges into Gravitics, Inc.
Merger agreement was previously amended June 30, 2026 and August 5, 2026; closing set for on or before October 30, 2026 at offices of Lucosky Brookman LLP.
New Section 4.22: $300,000 plus accrued interest owed to Dr. Phillip Frost (director, >10% holder) and Dr. Jane Hsiao (Chairman/Interim CEO) repaid from offering proceeds.
Section 4.16 requires reasonable best efforts for a $125.0 million underwritten public offering and uplisting to Nasdaq, NYSE, NYSE American or other national exchange after closing.
NIMS also extended four $75,000 promissory notes (two to Frost Gamma Investments Trust, two to Hsiao) from Sept 30, 2026 to Oct 31, 2026; Sections 5.1(g), 5.2(b), 5.2(l), 5.3(j) deleted.

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