Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 17, 2026, Gravitics, Inc. ("Gravitics") entered into a Loan Agreement (the "Loan Agreement") with BZH SPO LLC (the "Lender"), pursuant to which the Lender agreed to extend to Gravitics an unsecured credit facility in an aggregate principal amount of $1,000,000 (the "Loan Amount"), to be evidenced by an unsecured promissory note (the "Note") issued by Gravitics in favor of the Lender. The proceeds of the loan will be used for working capital purposes pending completion of the offering.

The full Loan Amount was funded on August 18, 2026. The Note matures 60 days after the initial funding date.

The Note bears interest at a rate of 4.0% per 30-day period, calculated on a simple, non-compounding basis on the original principal amount of each tranche. In addition, an original issue discount of 50% of the principal amount of each tranche accrues for each 30-day interest period. Following the 60th day after funding, an additional default premium of 3.0% per 30-day period accrues automatically.

The Note ranks pari passu with all other unsecured and unsubordinated indebtedness of Gravitics. Gravitics is required to apply all "Priority Proceeds," including proceeds from the offering or from certain customer contracts, to repayment of the Note on a mandatory prepayment basis.

The Loan Agreement contains customary representations, warranties and covenants, including restrictions on liens, additional indebtedness, restricted payments, and asset disposals. Events of default under the Loan Agreement include, among others, non-payment, failure to apply Priority Proceeds, breach of covenants, material misrepresentation, insolvency, and termination or abandonment of the reverse takeover transaction or the government contract.

On August 17, 2026, Non-Invasive Monitoring Systems, Inc. (the "Company") executed a Guarantee and Assumption Agreement (the "Guarantee") of Gravitics' obligations under the Note and Loan Agreement. The Guarantee becomes effective upon consummation of the merger by and among the Company, Gravitics Merger Sub Inc., a wholly owned subsidiary of the Company ("Merger Sub"), and Gravitics , pursuant to which Merger Sub will merge with and into Gravitics, with Gravitics as the surviving corporation and a wholly owned subsidiary of the Company (the "Merger").

The Note will be repaid in full from the proceeds of a proposed public offering that would be consummated in conjunction with the closing of the Merger.

The foregoing description of the Guarantee is not complete and is subject to and qualified in its entirety by reference to the Guarantee, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the terms of which are incorporated by reference herein.