Non-Invasive Monitoring Systems, Inc. (OTCMKTS:NIMU) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 Entry Into a Material Definitive
Agreement.

ITEM 1.02 Termination of a Material
Definitive Agreement.

ITEM 3.02 Unregistered Sales of Equity
Securities.

On December 21, 2018, Non-Invasive Monitoring Systems, Inc., a
Florida corporation (the Company), entered into stock
purchase agreements (each, a Purchase Agreement) with
Frost Gamma Investments Trust (FGIT), a trust controlled
by Dr. Philip Frost, and Jane Hsiao, Ph.D., the Companys Chairman
and Interim CEO. to the Purchase Agreements, the Company issued
and sold to FGIT and Dr. Hsiao an aggregate of 8,571,428 shares
(the PIPE Shares) of the Companys common stock, par value
$0.01 per share (Common Stock), at a purchase price of
$0.07 per share. Each of FGIT and Dr. Hsiao beneficially owned in
excess of 10% of the Companys issued and outstanding shares of
Common Stock prior to the issuance of the PIPE Shares and the
Exchange Shares (as defined below).

Also on December 21, 2018, the Company entered into a Debt
Exchange Agreement (the Exchange Agreement) with FGIT, Dr.
Hsiao, Hsu Gamma Investments LP (HSU Gamma), Marie Wolf
and Frost Real Estate Holdings, LLC (collectively, the
Creditors), to which the Company issued to the Creditors
or designees thereof an aggregate of 53,321,804 shares of Common
Stock (the Exchange Shares and together with the PIPE
Shares, the Offered Shares) in exchange for aggregate
indebtedness for borrowed money and unpaid rent, including
principal and accrued and unpaid interest thereon, of
$3,732,526.17 held by the Creditors, which indebtedness was
cancelled by the Company upon its acquisition. The Company issued
the Exchange Shares at a price of $0.07 per share.

to the Exchange Agreement, the Company satisfied and discharged
all of its obligations under certain previously reported
promissory notes, which are identified in the Exchange Agreement,
and that certain Note and Security Agreement, dated as of March
31, 2010, by and among the Company, FGIT and Hsu Gamma (as
amended, the Credit Agreement) and terminated the Credit
Agreement, including all commitments of the lenders to lend
thereunder and the lenders security interest in all collateral
identified therein, which included substantially all of the
Companys personal property. The material terms of the Credit
Agreement are described under Liquidity and Capital Resources2010
Credit Facility in Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations contained in the
Companys Annual Report on Form 10-K for the year ended July 31,
2018, as filed with the Securities and Exchange Commission (the
SEC) on November 13, 2018, which description is
incorporated by reference in this Current Report on Form 8-K.

After giving effect to the issuance thereof, the Offered Shares
comprise approximately 43.9% of the Companys currently issued and
outstanding shares of Common Stock. The Offered Shares were
issued in connection with, and as contemplated by, the Companys
previously reported Equity Exchange Agreement with IRA Financial
Trust Company, a South Dakota trust corporation, IRA Financial
Group LLC, a Florida limited liability company, Adam Bergman and
Fred Horner, which is described in the Companys Current Report on
Form 8-K, as filed with the SEC on December 4, 2018, which
description is incorporated by reference in this Current Report
on Form 8-K.

None of the Offered Shares has been registered under the
Securities Act of 1933, as amended (the Securities Act).
The Company offered (i) the PIPE Shares in reliance upon the
exemptions from registration contained in Section 4(a)(2) of the
Securities Act and Rule 506 of Regulation D promulgated
thereunder and (ii) the Exchange Shares in reliance upon the
exemption from registration contained in Section 3(a)(9) of the
Securities Act. FGIT and Dr. Hsiao, in respect of the PIPE
Shares, represented to the Company that they are accredited
investors as defined in Rule 501(a) under the Securities Act and
that they are acquiring their respective PIPE Shares for
investment and not with a view to distribution thereof in
violation of the Securities Act.

The foregoing description of the Purchase Agreement and the
Exchange Agreement is only a summary and is qualified in its
entirety by reference to the complete text of the form of
Purchase Agreement and the Exchange Agreement, which are filed as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Current
Report on Form 8-K and incorporated by reference herein.

ITEM 9.01 Financial Statements and
Exhibits

(d)Exhibits

NON INVASIVE MONITORING SYSTEMS INC /FL/ Exhibit
EX-10.1 2 ex10-1.htm   STOCK PURCHASE AGREEMENT   This Stock Purchase Agreement is dated as of December 21,…
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About Non-Invasive Monitoring Systems, Inc. (OTCMKTS:NIMU)

Non-Invasive Monitoring Systems, Inc. is primarily engaged in the business of research, development, manufacture and marketing of a line of motorized, non-invasive, whole body, periodic acceleration platforms, which are intended as aids to manage local circulation and temporary relief of minor aches and pains, produce local muscle relaxation and reduce morning stiffness. The Company’s products include Whole Body Periodic Acceleration (WBPA) Therapeutic Devices and LifeShirt. It is primarily engaged in the business of the development of computer-assisted, non-invasive diagnostic monitoring devices and related software designed to detect abnormal respiratory, cardiac and other medical conditions from sensors placed externally on the body’s surface. Its products are derivatives of its original acceleration platform, the AT-101, and are intended for use in homes, wellness and fitness centers, healthcare providers’ offices and clinics, sports facilities and hospitals, among others.