Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The Merger Agreement

On March 6, 2026, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the "Company"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), by and among the Company, Gravitics Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (the "Merger Sub"), and Gravitics, Inc., a Delaware corporation ("Gravitics"). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, at the effective time (the "Effective Time") (i) Merger Sub will be merged with and into Gravitics, (ii) the separate corporate existence of Merger Sub will thereupon cease and Gravitics will be the surviving corporation (the "Surviving Corporation"), and (iii) the Surviving Corporation will become a wholly-owned subsidiary of the Company (the "Merger").

The Merger

On March 6, 2026, the board of directors of the Company (the "Board") unanimously (i) approved and declared advisable the Merger Agreement and the Merger and other transactions contemplated thereby, (ii) authorized the Company to effect a reverse stock split (the "Reverse Stock Split") of the Company's common stock, par value $0.01 per share ("Common Stock") at a ratio to be mutually agreed to by the parties, and (iii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of the Company.

The Company is a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and its main business focus has recently been to seek, investigate and engage in a business combination with a private entity whose business presents an opportunity for its stockholders. At the Effective Time, the Company plans to change its business focus to the business of Gravitics, which designs and manufactures large space structures including orbital carriers, cargo logistics spacecraft, and space station modules to be used for commercial development in earth orbit and beyond. In connection with the Merger, the Company intends to change its name and trading symbol to a name and trading symbol that are more representative of the business of Gravitics.

In addition, at the Effective Time, the members of the Board intend to (i) appoint individuals to the Board to be designated by Gravitics, a majority of whom shall qualify as "independent" under Nasdaq Rule 5605(a)(2), and which will include Colin Doughan, the Chief Executive Officer of Gravitics, as Chairman, and (ii) subsequently, resign as directors. The officers of the post-Merger Company will be such individuals as are determined by the newly constituted Board.

The parties expect the closing of the Merger (the "Closing") to occur on or before June 30, 2026 (the "Outside Closing Date"), or on such other date that the parties mutually agree to in writing.

The parties intend that the Merger will qualify as a "reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Merger Agreement constitute a "plan of reorganization" within the meaning of Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulation, and not subject the holders of equity securities of Gravitics to tax liability under the Code.

In accordance with "reverse merger" accounting treatment, upon consummation of the Merger, Gravitics will be deemed to be the accounting acquirer, and the Company's historical financial statements prior to the Merger will be replaced with the historical financial statements of Gravitics in all filings with the Securities and Exchange Commission (the "SEC") made after the Effective Time.