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NON INVASIVE MONITORING SYSTEMS INC /FL/
0000720762
2023-08-15
2023-08-15
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August 15, 2023
Non-Invasive
Monitoring Systems, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Florida |
|
000-13176 |
|
59-2007840 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4400
Biscayne Blvd., Suite 180, Miami, Florida 33137
(Address
of Principal Executive Offices) (Zip Code)
(305)
575-4200
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
on each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
NIMU |
|
OTC
Pink |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
See
Item 2.03.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Promissory
Noted dated August 15, 2023 in the Amount of $200,000.
On
August 15, 2023, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into a Promissory Note in the principal amount of
$200,000.00 with Frost Gamma Investments Trust (the “2023 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which
beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2023 Frost Gamma Note is 11%
per annum, payable on the maturity date of July 31, 2025 (the “Maturity Date”). The 2023 Frost Gamma Note may be prepaid
in advance of the Maturity Date without penalty.
The
foregoing is only a brief summary of some of the terms of the 2023 Frost Gamma Note and does not purport to be complete. Please refer
to the Frost Gamma Note, which is attached as Exhibit 10.1 for its full terms.
First
Amendment to 2021 Frost Gamma Investments Trust Note
On
August 15, 2023, NIMS entered into the First Amendment to that certain Promissory Note dated October 4, 2021 in the principal amount
of $75,000 with Frost Gamma Investments Trust (the “2021 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which
beneficially owns in excess of 10% of NIMS’ common stock. The maturity date on the 2021 Frost Gamma Note was amended from October
4, 2023 until July 31, 2025. No other provisions of the 2021 Frost Gamma Note were amended.
The
foregoing is only a brief summary of the First Amendment to the 2021 Frost Gamma Note and does not purport to be complete. Please refer
to the First Amendment to the 2021 Frost Gamma Note, which is attached as Exhibit 10.2 for its full terms.
First
Amendment to 2021 Hsiao Note
On
August 15, 2023, NIMS entered into the First Amendment to that certain Promissory Note dated October 4, 2021 in the principal amount
of $75,000 with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “2021 Hsiao Note”) and a beneficial
owner in excess of 10% of NIMS’ common stock. The maturity date on the 2021 Hsiao Note was amended from October 4, 2023 until July
31, 2025. No other provisions of the 2021 Hsiao Note were amended.
The
foregoing is only a brief summary of the First Amendment to the 2021 Hsiao Note and does not purport to be complete. Please refer to
the First Amendment to the 2021 Hsiao Note, which is attached as Exhibit 10.3 for its full terms.
First
Amendment to 2022 Frost Gamma Investments Trust Note
On
August 15, 2023, NIMS entered into the First Amendment to that certain Promissory Note dated September 16, 2022 in the principal amount
of $75,000 with Frost Gamma Investments Trust (the “2022 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which
beneficially owns in excess of 10% of NIMS’ common stock. The maturity date on the 2022 Frost Gamma Note was amended from October
4, 2023 until July 31, 2025. No other provisions of the September 2022 Frost Gamma Note were amended.
The
foregoing is only a brief summary of the First Amendment to the 2022 Frost Gamma Note and does not purport to be complete. Please
refer to the First Amendment to the 2022 Frost Gamma Note, which is attached as Exhibit 10.4 for its full terms.
First
Amendment to 2022 Hsiao Note
On
August 15, 2023, NIMS entered into the First Amendment to that certain Promissory Note dated September 16, 2022 in the principal amount
of $75,000 with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “2022 Hsiao Note”) and a beneficial
owner in excess of 10% of NIMS’ common stock. The maturity date on the 2022 Hsiao Note was amended from October 4, 2023 until July
31, 2025. No other provisions of the 2022 Hsiao Note were amended.
The
foregoing is only a brief summary of the First Amendment to the 2022 Hsiao Note and does not purport to be complete. Please refer to
the First Amendment to the 2022 Hsiao Note, which is attached as Exhibit 10.5 for its full terms.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1 |
Promissory
Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated August 15, 2023. |
|
|
10.2 |
First
Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring, Systems, Inc. in favor of Frost Gamma Investments
Trust, dated October 4, 2021. |
|
|
10.3 |
First
Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring, Systems, Inc. in favor of Jane Hsiao, dated October
4, 2021. |
|
|
10.4 |
First
Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring, Systems, Inc. in favor of Frost Gamma Investments
Trust, dated September 16, 2022. |
|
|
10.5 |
First
Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring, Systems, Inc. in favor of Jane Hsiao, dated September
16, 2022. |
|
|
104
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Non-Invasive
Monitoring Systems, Inc. |
|
|
|
August
16, 2023 |
By: |
/s/
James J. Martin |
|
Name: |
James
J. Martin |
|
Title: |
Chief
Financial Officer |
Exhibit
10.1
PROMISSORY
NOTE
$200,000.00 |
|
August
15, 2023 |
|
|
Miami,
FL |
FOR
VALUE RECEIVED, the undersigned, Non-Invasive Monitoring Systems, Inc., a Florida corporation with its principal place of business at
4400 Biscayne Blvd., Miami, FL 33137 (“Maker”), promises to pay to the order of Frost Gamma Investments Trust, with
its principal place of business at 4400 Biscayne Blvd., 15th Floor Miami, FL 33137 (“Payee”), at such place as
may be designated in writing by Payee, the principal sum of TWO HUNDRED THOUSAND AND 00/XX ($200,000.00) (this “Note”).
1.
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees
and expenses accrued, shall be due and payable on July 31, 2025 (the “Maturity Date”).
2.
All amounts outstanding from time to time hereunder shall bear interest at the rate of eleven percent (11%) per annum until such amounts
are paid.
3.
This Note may be prepaid in whole or in part without penalty or premium. All payments of principal shall be made in lawful money of the
United States which shall be legal tender in payment of all debts, public and private, at the time of payment.
4.
The Maker agrees to pay all costs of collection incurred in enforcing this Note, including attorneys’ fees and costs at both trial
and appellate levels and in any bankruptcy action. In the event any legal proceedings are instituted in connection with, or for the enforcement
of, this Note, Payee shall be entitled to recover its costs of suit, including attorneys’ fees and costs, at both trial and appellate
levels and in any bankruptcy action.
5.
Each maker, endorser and guarantor or any person, firm or corporation becoming liable under this Note hereby consents to any extension
or renewal of this Note or any part hereof, without notice, and agrees that they will remain liable under this Note during any extension
or renewal hereof, until the debts represented hereby are paid in full.
6.
All persons now or at any time liable for payment of this Note hereby waive presentment, protest, notice of protest and dishonor. The
Maker expressly consents to any extension or renewal, in whole or in part, and all delays in time of payment or other performance which
Payee may grant at any time and from time to time without limitation and without any notice or further consent of the undersigned. The
remedies of Payee as provided herein shall be cumulative and concurrent and may be pursued singularly, successively or together, at the
sole discretion of Payee, and may be exercised as often as the occasion therefor shall arise.
7.
This Note is to be governed by and construed in accordance with the applicable laws of the State of Florida. Any action brought upon
the enforcement of this Note is hereby authorized to be instituted and prosecuted in the state and federal courts located in Miami-Dade
County, Florida, at the election of Payee.
NIMS
Promissory Note in Favor of FGIT – August 15, 2023
8.
This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought. This Note shall not be assignable or transferable by Maker without the express written consent
of Payee.
9.
No delay on the part of Payee in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy. No single
or partial exercise of a right or remedy shall preclude other or further exercise of that or any other right or remedy. The failure of
Payee to insist upon strict performance of any term of this Note, or to exercise any right or remedy hereunder, shall not be construed
as a waiver or relinquishment by the Payee for the future use of that term, right or remedy. No waiver of any right of the Payee is effective
unless in writing executed by the Payee.
10.
The unenforceability or invalidity of any provision of this Note as to any person or circumstances shall not render that provision or
those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects,
shall remain valid and enforceable.
IN
WITNESS WHEREOF, the undersigned has executed this Note on the date specified below.
DATE:
August 15, 2023 |
MAKER: |
|
|
|
NON-INVASIVE
MONITORING SYSTEMS, INC. |
|
|
|
|
By: |
/s/
James J. Martin |
|
Its: |
Chief
Financial Officer |
NIMS
Promissory Note in Favor of FGIT – August 15, 2023
Exhibit
10.2
FIRST
AMENDMENT TO Promissory note
THIS
FIRST Amendment (THE
“FIRST AMENDMENT”) DATED AUGUST 15, 2023, shall amend the Promissory note (THE
“NOTE”) dated AS OF October 4, 2021 AMONG NON-INVASIVE MONITORING SYSTEMS,
INC. (THE “MAKER”) AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”)
AS NOTED BELOW.
RECITALS
WHEREAS,
Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on October 4, 2021; and
WHEREAS,
the Parties desire to amend the Note to extend the Maturity Date from October 4, 2023 until July 31, 2025.
NOW
THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
1.
Section 1 of the Note is hereby amended and restated in its entirety as follows:
The
principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and
expenses accrued, shall be due and payable on July 31, 2025 (the “Maturity Date”).
2.
Governing Law. This First Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws
rules or principles.
3.
Amendments. Except as expressly amended hereby, the Note shall remain unmodified and in full force and effect.
4.
Entire Agreement. This First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter
hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.
Interpretation. Any capitalized terms used in this First Amendment but not otherwise defined shall have the meaning provided in the
Note.
6.
Counterparts. This First Amendment may be executed manually, electronically in Adobe® PDF file format, or by facsimile by the
Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when
a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
IN
WITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 15th day of August, 2023.
|
NON-INVASIVE
MONITORING SYSTEMS, INC. |
|
|
|
|
By: |
/s/
James J. Martin |
|
Name: |
James
J. Martin |
|
Title: |
Chief
Financial Officer |
Agreed
and Accepted: |
|
|
|
FROST
GAMMA INVESTMENTS TRUST |
|
|
|
|
By: |
/s/
Phillip Frost |
|
Name:
|
Phillip
Frost, M.D. |
|
Title:
|
Trustee |
|
Exhibit
10.3
FIRST
AMENDMENT TO Promissory note
THIS
FIRST Amendment (THE
“FIRST AMENDMENT”) DATED AUGUST 15, 2023, shall amend the Promissory note (THE
“NOTE”) dated AS OF OCTOBER 4, 2021 AMONG NON-INVASIVE MONITORING SYSTEMS,
INC. (THE “MAKER”) AND jane hsiao (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS,
Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on October 4, 2021; and
WHEREAS,
the Parties desire to amend the Note to extend the Maturity Date from October 4, 2023 until July 31, 2025.
NOW
THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
1.
Section 1 of the Note is hereby amended and restated in its entirety as follows:
The
principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and
expenses accrued, shall be due and payable on July 31, 2025 (the “Maturity Date”).
2.
Governing Law. This First Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws
rules or principles.
3.
Amendments. Except as expressly amended hereby, the Note shall remain unmodified and in full force and effect.
4.
Entire Agreement. This First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter
hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.
Interpretation. Any capitalized terms used in this First Amendment but not otherwise defined shall have the meaning provided in the
Note.
6.
Counterparts. This First Amendment may be executed manually, electronically in Adobe® PDF file format, or by facsimile by the
Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when
a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
IN
WITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 15th day of August, 2023.
|
NON-INVASIVE
MONITORING SYSTEMS, INC. |
|
|
|
|
By: |
/s/
James J. Martin |
|
Name: |
James
J. Martin |
|
Title: |
Chief
Financial Officer |
Agreed
and Accepted: |
|
|
|
By: |
/s/
Jane Hsiao |
|
Name:
|
Jane
Hsiao, Ph.D. |
|
Exhibit
10.4
FIRST
AMENDMENT TO Promissory note
THIS
FIRST Amendment (THE
“FIRST AMENDMENT”) DATED AUGUST 15, 2023, shall amend the Promissory note (THE
“NOTE”) dated AS OF SEPTEMBER 16, 2022 AMONG NON-INVASIVE MONITORING SYSTEMS,
INC. (THE “MAKER”) AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”)
AS NOTED BELOW.
RECITALS
WHEREAS,
Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 16, 2022; and
WHEREAS,
the Parties desire to amend the Note to extend the Maturity Date from October 4, 2023 until July 31, 2025.
NOW
THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
1.
Section 1 of the Note is hereby amended and restated in its entirety as follows:
The
principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and
expenses accrued, shall be due and payable on July 31, 2025 (the “Maturity Date”).
2.
Governing Law. This First Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws
rules or principles.
3.
Amendments. Except as expressly amended hereby, the Note shall remain unmodified and in full force and effect.
4.
Entire Agreement. This First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter
hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.
Interpretation. Any capitalized terms used in this First Amendment but not otherwise defined shall have the meaning provided in the
Note.
6.
Counterparts. This First Amendment may be executed manually, electronically in Adobe® PDF file format, or by facsimile by the
Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when
a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
IN
WITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 15th day of August, 2023.
|
NON-INVASIVE
MONITORING SYSTEMS, INC. |
|
|
|
|
By: |
/s/
James J. Martin |
|
Name: |
James
J. Martin |
|
Title: |
Chief
Financial Officer |
Agreed
and Accepted: |
|
|
|
FROST
GAMMA INVESTMENTS TRUST |
|
|
|
|
By: |
/s/
Phillip Frost |
|
Name:
|
Phillip
Frost, M.D. |
|
Title: |
Trustee |
|
Exhibit
10.5
FIRST
AMENDMENT TO Promissory note
THIS
FIRST Amendment (THE
“FIRST AMENDMENT”) DATED AUGUST 15, 2023, shall amend the Promissory note (THE
“NOTE”) dated AS OF SEPTEMBER 16, 2022 AMONG NON-INVASIVE MONITORING SYSTEMS,
INC. (THE “MAKER”) AND jane hsiao (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS,
Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 16, 2022; and
WHEREAS,
the Parties desire to amend the Note to extend the Maturity Date from October 4, 2023 until July 31, 2025.
NOW
THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
1.
Section 1 of the Note is hereby amended and restated in its entirety as follows:
The
principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and
expenses accrued, shall be due and payable on July 31, 2025 (the “Maturity Date”).
2.
Governing Law. This First Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws
rules or principles.
3.
Amendments. Except as expressly amended hereby, the Note shall remain unmodified and in full force and effect.
4.
Entire Agreement. This First Amendment and the Note constitute the entire agreement of the Parties with respect to the subject matter
hereof and supersede all prior understandings and writings between the Parties relating thereto.
5.
Interpretation. Any capitalized terms used in this First Amendment but not otherwise defined shall have the meaning provided in the
Note.
6.
Counterparts. This First Amendment may be executed manually, electronically in Adobe® PDF file format, or by facsimile by the
Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when
a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
IN
WITNESS WHEREOF, Borrower has duly executed this First Amendment to the Note as of the 15th day of August, 2023.
|
NON-INVASIVE
MONITORING SYSTEMS, INC. |
|
|
|
|
By: |
/s/
James J. Martin |
|
Name: |
James
J. Martin |
|
Title: |
Chief
Financial Officer |
Agreed
and Accepted: |
|
|
|
|
By: |
/s/
Jane Hsiao |
|
Name:
|
Jane
Hsiao, Ph.D. |
|
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