Attached files
| file | filename |
|---|---|
| EX-10.2 - NON INVASIVE MONITORING SYSTEMS INC /FL/ | ex10-2.htm |
| EX-10.1 - NON INVASIVE MONITORING SYSTEMS INC /FL/ | ex10-1.htm |
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): | November 16, 2018 |
Non-Invasive Monitoring Systems, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 0-13176 | 59-2007840 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 4400 Biscayne Blvd., Miami, Florida | 33137 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | 305-575-4207 |
Not Applicable
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))
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.
On November 16, 2018, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into a Promissory Note in the principal amount of $50,000.00 with Frost Gamma Investments Trust (the “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 Frost Gamma Note is 11% per annum, payable on the maturity date of July 31, 2020 (the “Maturity Date”). The 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 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.
On November 16, 2018, NIMS entered into a Promissory Note in the principal amount of $50,000.00 with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO, Jane Hsiao (the “Hsiao Note”). The interest rate payable by NIMS on the Hsiao Note is 11% per annum, payable on the Maturity Date. The Hsiao 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 Hsiao Note and does not purport to be complete. Please refer to the Hsiao Note, which is attached as Exhibit 10.2 for its full terms.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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. | ||
| November 20, 2018 | By: | /s/ James J. Martin |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer | |