Non-Invasive Monitoring Systems, Inc. (OTCMKTS:NIMU) Files An 8-K Termination of a Material Definitive Agreement
ITEM 1.02
As previously reported, on December 3, 2018, Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), entered into an Equity Exchange Agreement (the “Exchange Agreement”) with IRA Financial Trust Company, a South Dakota trust corporation (“IRA Trust”), IRA Financial Group LLC, a Florida limited liability company (“IRAFG” and, together with IRA Trust, “IRA Financial”), Adam Bergman and Fred Horner (together, the “Equityholders”). Upon the terms and subject to the conditions contained in the Exchange Agreement, the Company had agreed to issue to the Equityholders shares of a newly-designated series of its convertible preferred stock in exchange for 100% of the issued and outstanding equity in IRA Financial (the “Exchange”). The Company, IRA Financial and the Equityholders subsequently amended the Exchange Agreement on three occasions to extend the outside date for consummation of the Exchange, with the last such extension expiring on July 3, 2019 (the “Outside Date”). A description of the material terms of the Exchange Agreement is contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2019, which description is incorporated by reference in this Item 1.02 of this Current Report on Form 8-K.
On August 4, 2019, IRAFG delivered to the Company notice of termination of the Exchange Agreement to Section 8.01(b)(i) thereof due to the failure of the Exchange to have closed on or prior to the Outside Date. No termination fees, penalties or other amounts are payable by the Company in respect of such termination.
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.
