NIMU Non Invasive Monitoring Systems Inc (PK)

INFORMATION STATEMENT REGARDING ACTION TAKEN BY WRITTEN CONSENT

OF THE MAJORITY SHAREHOLDERS IN LIEU OF A MEETING

Dear Shareholder:

We are writing to advise you of certain action taken by the written consent, which we refer to as the Written Consent, of the majority shareholders of Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “ Company ,” “ NIMS ,” “ we ,” “ us ” or “ our ”), on January 11, 2019. Pursuant to the Written Consent, our majority shareholders, who we refer to collectively as the Majority Shareholders, approved:

We refer to the two amendments described above collectively as the Amendment. Additional details of the Amendment are set forth in the accompanying Information Statement. The complete text of the Amendment is attached as Annex A to the accompanying Information Statement. The Amendment will become effective no sooner than twenty (20) calendar days following the mailing of this Information Statement.

Please note that no action is required by you.

This Information Statement is being furnished to all of our shareholders in accordance with Section 14(c) of the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act, and the rules promulgated by the SEC thereunder, solely for the purpose of informing our shareholders of the actions taken by the Written Consent before they become effective. In accordance with Rule 14c-2 under the Exchange Act, the actions taken by the Written Consent will become effective no sooner than twenty (20) calendar days after the date on which this Information Statement is sent or given to our shareholders. You are urged to read the attached Information Statement in its entirety.

THE ACCOMPANYING INFORMATION STATEMENT IS BEING MAILED TO SHAREHOLDERS ON OR ABOUT FEBRUARY   , 2019. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

INFORMATION STATEMENT

Non-Invasive Monitoring Systems, Inc.

4400 Biscayne Blvd., Suite 180

Miami, Florida 33137

(305) 575-4200

GENERAL INFORMATION

In this Information Statement, we refer to Non-Invasive Monitoring Systems, Inc. as the Company, NIMS, we, us, and our.

This Information Statement is being mailed on or about February   , 2019 to our shareholders of record as of the close of business on February   , 2019. This Information Statement is furnished in connection with actions taken by the written consent of our majority shareholders on January 11, 2019, which we refer to as the Written Consent. The actions taken by the Written Consent will not become effective until at least twenty (20) calendar days after this Information Statement is first sent or given to shareholders in accordance with the requirements of Rule 14c-2(b) under the Securities Exchange Act of 1934, referred to as the Exchange Act.

Pursuant to the Written Consent, our shareholders, referred to as the Majority Shareholders, holding a majority of our outstanding common stock, par value $0.01 per share, referred to as Common Stock, and together comprising approximately 61% of the voting power of our outstanding voting securities approved:

We refer to the two amendments described above collectively as the Amendment. Additional details of the Amendment are set forth in this Information Statement. The complete text of the Amendment is attached as Annex A to this Information Statement. The Amendment will become effective no sooner than twenty (20) calendar days following the mailing of this Information Statement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain of the statements contained in this Information Statement are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Generally, the words “anticipate,” “estimate,” “could,” “should,” “may,” “plan,” “seek,” “expect,” “believe,” “intend,” “target,” “will,” “project,” “focused,” “outlook,” “goal” and similar expressions identify forward-looking statements, which generally are not historical in nature. All statements which address future operating performance, events or developments that we expect or anticipate will occur in the future, and statements about future operating results, are forward-looking statements, including statements regarding, among other items, (i) economic conditions, (ii) business and acquisition strategies, (iii) potential acquisitions, (iv) financing plans and (v) industry, demographic and other trends affecting our financial condition or results of operations. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. As and when made, management believes that these forward-looking statements are reasonable. However, caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors exist that could cause our actual results to differ materially from the expected results described in or underlying our forward-looking statements. Some of such factors are described under “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2018 and in similarly-titled sections of reports filed by us with the U.S. Securities and Exchange Commission subsequent to such Annual Report.

COMPANY OVERVIEW

We were incorporated under the laws of the State of Florida on July 16, 1980. Our offices are located at 4400 Biscayne Boulevard, Suite 180, Miami, Florida, 33137, and our telephone number is (305) 575-4200.

We are primarily engaged in the development, manufacture and marketing of non-invasive, whole body periodic acceleration therapeutic platforms, which are intended as aids to increase local circulation and temporary relief of minor aches and pains, produce local muscle relaxation and reduce morning stiffness.

Recent Developments

Exchange Agreement with IRA Financial

On December 3, 2018, as previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission, referred to as the SEC, on December 4, 2018, we entered into an Equity Exchange Agreement, referred to as the Exchange Agreement, with IRA Financial Trust Company, a South Dakota trust corporation, IRA Financial Group LLC, a Florida limited liability company, which we refer to together with IRA Financial Trust Company as IRA Financial, Adam Bergman and Fred Horner, who we refer to collectively as the Equityholders. Upon the terms and subject to the conditions contained in the Exchange Agreement, we will issue to the Equityholders shares of a newly-designated series of our convertible preferred stock, which we refer to as the Exchange Shares, in exchange for 100% of the issued and outstanding equity in IRA Financial, which we refer to as the Exchange.

Subject to our compliance with Rule 14c-2(b) under the Exchange Act, we expect that the Amendment will become effective upon our consummation of the Exchange, including the change of our name to IRA Financial, Inc.

Upon consummation of the Exchange, the Exchange Shares, on an as-converted basis, will comprise 85% of the issued and outstanding shares of our Common Stock, on a fully-diluted basis, after giving effect to the conversion or exchange of substantially all of our issued and outstanding preferred stock (other than the Exchange Shares) and all of our indebtedness, in each case for shares of Common Stock, together with our consummation of $1.25 million in private equity financing, all as contemplated by the terms of the Exchange Agreement.

Debt Exchange and PIPE

Additionally, as previously reported in our Current Report on Form 8-K filed with the SEC on December 28, 2018, in connection with the Exchange Agreement, on December 21, 2018, we entered into stock purchase agreements with Frost Gamma Investments Trust, referred to as FGIT, a trust controlled by Dr. Philip Frost, and Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO. Pursuant to the purchase agreements, we issued and sold to FGIT and Dr. Hsiao an aggregate of 8,571,428 shares of Common Stock, referred to as the PIPE Shares, at a purchase price of $0.07 per share. Each of FGIT and Dr. Hsiao beneficially owned in excess of 10% of our issued and outstanding shares of Common Stock prior to the issuance of the PIPE Shares and the Debt Exchange Shares (as defined below).

Also on December 21, 2018, we entered into a Debt Exchange Agreement with FGIT, Dr. Hsiao, Hsu Gamma Investments LP, referred to as HSU Gamma, Marie Wolf and Frost Real Estate Holdings, LLC, who we collectively refer to as the Creditors, pursuant to which we issued to the Creditors or designees thereof an aggregate of 53,321,804 shares of Common Stock, which we refer to as the Debt Exchange Shares, in exchange for aggregate indebtedness for borrowed money and unpaid rent, including principal and accrued and unpaid interest thereon, of $3,732,526.17 held by the Creditors, which indebtedness was cancelled upon issuance of the Debt Exchange Shares. We issued the Debt Exchange Shares at a price of $0.07 per share.

Pursuant to the Debt Exchange Agreement, we satisfied and discharged all of our obligations under certain previously reported promissory notes, which are identified in the Debt Exchange Agreement, and that certain Note and Security Agreement, dated as of March 31, 2010, by and among us, FGIT and Hsu Gamma, referred to as the Credit Agreement, and terminated the Credit Agreement, including all commitments of the lenders to lend thereunder and the lenders’ security interest in all collateral identified therein, which included substantially all of our personal property.

The PIPE Shares and the Debt Exchange Shares comprised approximately 43.9% of our issued and outstanding shares of Common Stock immediately after the issuance thereof, as of the date of such issuance. We issued such shares in connection with, and as contemplated by, the Exchange Agreement.

THE AMENDMENT

Pursuant to the Amendment: (i) the name of the Company will change to “IRA Financial, Inc.”; and (ii) the call by shareholders of a special meeting of the Company’s shareholders will require not less than 50% of the Company’s voting power to call such a meeting. We are effecting the Amendment in connection with the transactions contemplated by the Exchange Agreement. Subject to our compliance with Rule 14c-2(b) under the Exchange Act, we expect that the Amendment will become effective upon our consummation of the Exchange, including the change of our name to IRA Financial, Inc.

Prior to filing the Amendment reflecting the name change, we must first notify FINRA by filing the Issuer Company Related Action Notification Form. Upon the effectiveness of the name change, the Company will be known as IRA Financial, Inc. and will apply for a new symbol under which the Common Stock will trade. The Common Stock will also have a new CUSIP number. Shareholders will not be required to tender their shares of Common Stock for reissuance; however, shares that are submitted to the transfer agent for whatever reason will be reissued under the new name and CUSIP number. Until approval of the name change by FINRA and issuance by FINRA of the Company’s new ticker symbol following the filing of the Amendment with the Department of State of the State of Florida, the Company’s Common Stock will continue to trade on the OTCBB under its current ticker symbol “NIMU.OB.” Following such approval, we anticipate that the Common Stock will trade on the OTCBB under a new ticker symbol.