Gravitics Merger Amendment Puts a Nasdaq Listing on the Table

A merger agreement that began in May has now been amended three times, and the latest version spells out what happens after closing: a $125 million underwritten public offering and a move to a national exchange. Non-Invasive Monitoring Systems, Inc., a Florida corporation, filed an 8-K on October 2, 2026, attaching Amendment No. 3 to its merger agreement with Gravitics, Inc. The document puts a Nasdaq listing, or a listing on the NYSE, NYSE American or another national securities exchange, on the post-closing to-do list.

The deal and the amendments

Under the agreement, Gravitics Merger Sub Inc., a wholly owned Delaware subsidiary of the company, merges into Gravitics, Inc., a Delaware corporation, which survives as a wholly owned subsidiary of the company. The original agreement is dated May 6, 2026, and was amended on June 30 and August 5 before the September 30 amendment.

Amendment No. 3 moves the closing to on or before October 30, 2026, or a later mutually agreed date once conditions are met. It also sets October 30, 2026, as the outside termination date, after which the agreement ends automatically unless the parties extend it in writing. Four closing conditions, in sections 5.1(g), 5.2(b), 5.2(l) and 5.3(j), were deleted and replaced with “[Reserved].” The filing text does not describe what those conditions said.

What the offering and listing covenant requires

Section 4.16 now provides that the company and Gravitics will each use reasonable best efforts to complete, for the post-merger parent, an underwritten public offering of $125.0 million and a corresponding uplisting to Nasdaq, the NYSE, the NYSE American or another national securities exchange. Both are to happen as soon as practicable after closing. Gravitics is to prepare the registration statement and the listing application, with input from the company.

A reasonable-best-efforts covenant is a commitment to try, and the exchange makes the final call. A Nasdaq listing for the combined company will turn on the exchange’s own review of its financial standing at the time.

The wording leaves the exchange open. It does not say which one the combined company would apply to, and it does not condition closing on listing.

Repaying insider notes from the proceeds

A new section 4.22 requires that $300,000 of debt, plus accrued interest, owed to Dr. Philip Frost or his affiliate and to Dr. Jane Hsiao be repaid from the proceeds of the public offering. A separate part of the same 8-K describes four promissory notes of $75,000 each, two held by Frost Gamma Investments Trust and two by Dr. Hsiao, whose maturity dates were pushed from September 30 to October 31, 2026, by fifth amendments. Four notes at $75,000 add up to $300,000, though the filing does not state that the two items are the same debt.

The filing identifies Dr. Frost as a director and holder of more than 10% of the company’s common stock, and Dr. Hsiao as chairman, interim chief executive and also a holder of more than 10%. Repayment from offering proceeds would therefore send money to insiders, a use of proceeds that a registration statement would need to describe.

Signatories and timing

James Martin, the chief financial officer, signed the amendment for the company and for the merger subsidiary, and Colin Doughan, chief executive of Gravitics, signed for Gravitics. The amendment describes its purpose as extending the outside termination date and modifying certain covenants and closing conditions. Three amendments in under five months suggest the parties have been adjusting terms as the closing approaches.

What to watch

October 30 is the date that matters. If the merger closes by then, the next documents to look for are the registration statement and the listing application Gravitics is to prepare. If it does not, the parties would need another written extension, the fourth change to a deal signed less than six months earlier.