Current Report Filing (8-k)
2019年8月6日 - 9:01PM
Edgar (US Regulatory)
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): August 4, 2019
Non-Invasive
Monitoring Systems, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
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000-13176
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59-2007840
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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4400
Biscayne Blvd., Suite 180, Miami, Florida 33137
(Address
of Principal Executive Offices) (Zip Code)
(305)
575-4207
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
on each exchange on which registered
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Common
Stock, par value $0.01 per share
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NIMU
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OTC
Pink
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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
1.02
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Termination
of a Material Definitive Agreement.
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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 pursuant 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.
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.
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NON-INVASIVE
MONITORING SYSTEMS, Inc.
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Date:
August 6, 2019
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By:
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/s/
James J. Martin
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Name:
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James
J. Martin
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Title:
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Chief
Financial Officer
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Non Invasive Monitoring ... (PK) (USOTC:NIMU)
過去 株価チャート
から 5 2024 まで 6 2024
Non Invasive Monitoring ... (PK) (USOTC:NIMU)
過去 株価チャート
から 6 2023 まで 6 2024