Monitor for the SEC declaring the S-4 effective and for Nasdaq approval of the GVTX listing, which are preconditions to closing. Also watch for the $125M public offering pricing and the October 30, 2026 outside closing date, as failure to close by then allows either party to terminate the Merger Agreement.
Price Chart
Executive Summary
This S-4/A (Amendment No. 6) registers the all-stock reverse-merger of Gravitics, Inc. into shell company Non-Invasive Monitoring Systems (NIMU), which will be renamed Gravitics Holdings, Inc. and seek a Nasdaq uplisting under GVTX. The deal is structured so Gravitics stockholders will hold ~96.5% of the combined company, diluting current NIMU holders to ~3.5%, and is contingent on a $125M public offering and Nasdaq approval, with an outside closing date of October 30, 2026.
Key Facts
- Merger: Gravitics stockholders will own not less than 96.5% of the combined company; current NIMU stockholders will own not more than 3.5%, on a fully diluted basis.
- Merger Consideration: 30,152,861 shares of NIMU common stock, 5,534,506 stock options, and 354,394 warrants to be issued to Gravitics stockholders.
- Concurrent Public Offering of up to $125.0 million in gross proceeds is a condition to closing; combined company seeks Nasdaq listing under symbol GVTX.
- Outside closing date for the Merger is October 30, 2026; Merger Agreement may be terminated if closing has not occurred by that date.
- NIMU effected a 1-for-150 reverse stock split effective July 30, 2026; shares outstanding reduced from 154,810,655 to 1,032,640.
- Gravitics 6M 2026 revenue was $0 (vs $1.023M in 6M 2025); net loss widened to $24.510M (vs $5.536M).
- Gravitics has a $270M contract with Axiom Space (terminable on 30 days notice) and a $30M STRATFI contract with US Space Force.
- Both NIMU and Gravitics auditors have included going-concern explanatory paragraphs in their reports.
- NIMU has a convertible promissory note of $809,706 held by Defender Opportunity LLC that converts automatically if the Merger closes by October 30, 2026.
- NIMU stockholders approved the 2026 Equity Incentive Plan (9,000,000 shares reserved) by written consent of holders of ~63.4% of shares.
Financial Impact
Gravitics 6M 2026 revenue was $0 (vs $1.023M in 6M 2025); net loss widened to $24.510M (vs $5.536M). Pro forma combined 6M 2026 net loss is $12.360M on $0 revenue. Pro forma combined cash and cash equivalents as of June 30, 2026 is $117.255M, reflecting the $125M offering.
Risk Factors
- Merger may not close by October 30, 2026 outside date, or at all, given conditions including Nasdaq approval and readiness of the $125M public offering.
- Gravitics has no revenue in 6M 2026 and a going-concern qualification from its auditor; it requires significant additional capital.
- The $270M Axiom contract is terminable on 30 days notice, and Gravitics may not realize its full stated value.
- Current NIMU stockholders face substantial dilution, retaining only ~3.5% of the combined company.
- Significant warrant/option overhang (including 7,901,312 warrants exercised at $0.01) could pressure the post-merger share price and jeopardize Nasdaq listing compliance.
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001493152-26-046655 |
| Exhibit: ex23-1.htm | 0001493152-26-046655 |
| Exhibit: ex23-2.htm | 0001493152-26-046655 |
| Document: 0001493152-26-046655-index-headers.html | 0001493152-26-046655 |
| Document: 0001493152-26-046655-index.html | 0001493152-26-046655 |
| Document: 0001493152-26-046655.txt | 0001493152-26-046655 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 6d ago | S-1/A | $10.81 | awaiting T+5 | — | $10.81 (+0.00%) |
Oct 19, 2026 6d ago | S-4/A | $10.81 | awaiting T+5 | — | $10.81 (+0.00%) |
Oct 19, 2026 7d ago | 8-K | $10.81 | awaiting T+5 | — | $10.81 (+0.00%) |
Oct 9, 2026 16d ago | S-1/A | $10.81 $10.81 | · 0.00% | ▲ +1.49% | $10.81 (+0.00%) |
Oct 9, 2026 16d ago | S-4/A | $10.81 $10.81 | · 0.00% | ▲ +1.49% | $10.81 (+0.00%) |
Oct 6, 2026 20d ago | S-1/A | $11.50 $10.81 | ▼ −6.00% | ▼ −5.86% | $10.81 (−6.00%) |
Oct 5, 2026 20d ago | S-4/A | $11.50 $10.81 | ▼ −6.00% | ▼ −5.86% | $10.81 (−6.00%) |
Oct 5, 2026 20d ago | 8-K | $11.50 $10.81 | ▼ −6.00% | ▼ −5.86% | $10.81 (−6.00%) |
Oct 2, 2026 23d ago | 8-K | $11.50 $10.81 | ▼ −6.00% | ▼ −6.42% | $10.81 (−6.00%) |
Sep 24, 2026 4w ago | S-4/A | $11.50 $11.50 | · 0.00% | ▲ +0.22% | $10.81 (−6.00%) |
US Market Status
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