The merger's completion is binary and binary: watch for Nasdaq listing approval and the $125M public offering close. If the merger fails, the NIMU stock is a shell with no standalone value. If the merger fails, the combined company's focus shifts to Gravitics' space infrastructure business, which has no revenue but significant cash runway post-merger.
Price Chart
Executive Summary
This S-4/A filing registers securities for the reverse triangular merger between Non-Invasive Monitoring Systems (NIMU), a shell company, and Gravitics, a private space infrastructure company. Gravitics stockholders will receive ~96.5% of the combined entity's equity, while current NIMU stockholders retain ~3.5%. The merger is contingent on a concurrent $125M public offering and Nasdaq uplisting. Both companies' auditors have going-concern qualifications, and Gravitics has no revenue in H1 2026 with a $24.5M net loss.
Key Facts
- Gravitics stockholders will hold not less than 96.5% of the combined company's outstanding equity on a fully diluted basis; NIMU stockholders retain 3.5%.
- Merger is conditioned on a concurrent public offering of up to $125.0 million and Nasdaq listing approval.
- Gravitics had $0 revenue in H1 2026, with a net loss of $24.5 million; both NIMU and Gravitics have going-concern qualifications from their auditors.
- Gravitics has a $125M Axiom contract (terminable before CDR) and a $30M STRATFI contract with the US Space Force.
- NIMU's outstanding $809,706 convertible note will convert into NIMU common stock at the merger close.
Financial Impact
Gravitics H1 2026 net loss of $24.5M on zero revenue; NIMU H1 2026 net loss of $0.4M on zero revenue. Pro forma combined company pro forma cash of $117.3M post-merger (including $125M offering).
Risk Factors
- Merger may not close due to failure to close conditions (Nasdaq listing, $125M offering, or stockholder approval).
- Gravitics has a limited operating history and a going-concern qualification from its auditors.
- Gravitics $125M Axiom contract is terminable before CDR; Gravitics may not realize the full contract value.
- Significant dilution for current NIMU stockholders (3.5% post-merger).
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001493152-26-044216 |
| Exhibit: ex107.htm | 0001493152-26-044216 |
| Exhibit: ex3-8.htm | 0001493152-26-044216 |
| Exhibit: ex5-1.htm | 0001493152-26-044216 |
| Exhibit: ex23-1.htm | 0001493152-26-044216 |
| Exhibit: ex23-2.htm | 0001493152-26-044216 |
| Document: 0001493152-26-044216-index-headers.html | 0001493152-26-044216 |
| Document: 0001493152-26-044216-index.html | 0001493152-26-044216 |
| Document: 0001493152-26-044216.txt | 0001493152-26-044216 |
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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