Completion hinges on a planned $40 million public offering and Nasdaq’s approval of an uplisting under the ticker GVTX.

July 6, 2026

Non-Invasive Monitoring Systems, Inc., a dormant Florida medical-device company now operating as a shell, has moved to take commercial space-defense developer Gravitics, Inc. public through a reverse merger that would leave Gravitics shareholders in control of the combined entity and rebrand it as Gravitics Holdings, Inc.

Under the agreement, a Non-Invasive Monitoring Systems subsidiary will merge into Gravitics, with the Delaware company surviving as a wholly owned subsidiary. Gravitics stockholders would hold at least 95.5% of the combined company’s equity, leaving existing Non-Invasive Monitoring Systems holders with no more than 4.5% — the standard control flip in a reverse takeover, where the operating business, not the public shell, is the substantive party. The company has registered 35 million shares as merger consideration and is applying to list on the Nasdaq Capital Market under the symbol GVTX, moving off the OTC Markets Expert Market, where the stock trades as NIMU and last changed hands at roughly a nickel. The Expert Market is a restricted tier with limited public quotation, so an exchange listing would materially widen the shares’ investor base.

Deal mechanics and closing conditions

The share issuance and a new 2026 equity incentive plan were cleared by written consent from majority holders rather than a stockholder meeting, so no vote is being solicited; the actions cannot take effect until 20 days after the information statement is distributed. Two conditions loom larger than the paperwork:

• The deal will not close unless the combined company completes an underwritten public offering of at least $40 million in gross proceeds.
• Nasdaq must approve the uplisting — a step management explicitly flags as uncertain.

The board also intends to carry out a reverse stock split at a ratio left open between 1-for-100 and 1-for-500, with the exact ratio and timing at its discretion. Insiders and certain holders would additionally be bound by lock-up agreements, a routine requirement where a former Expert Market issuer seeks an exchange listing.

What Gravitics brings

Gravitics, founded in 2021 and based in Marysville, Washington, is developing what it calls the Orbital Carrier, a platform pitched at three markets: national-security and space-defense missions tied to the Golden Dome initiative, in-space cargo and logistics, and longer-horizon orbital infrastructure such as space stations and data centers. The company has positioned itself squarely in the defense narrative, describing the carrier as a way to pre-position and rapidly maneuver assets in orbit. It reports more than $187 million in contracted revenue, with a milestone list that includes:

• A $125 million agreement with Axiom Space to build commercial space-station infrastructure;
• A $60 million STRATFI award from the U.S. Space Force and the Air Force Research Laboratory;
• An earlier $1.7 million SpaceWERX design contract;
• A Missile Defense Agency SHIELD contract vehicle tied to Golden Dome; and
• Selection by a Golden Dome prime contractor to build three Orbital Carriers for space-based missile defense.

The traction is more advanced than the company’s size suggests. After a $15 million seed round in 2022 and the initial SpaceWERX win, Gravitics secured a NASA Space Act Agreement in 2024, flew materials on a MISSE exposure mission to the International Space Station to test coatings, solar-cell material and ballistic shielding, and completed a preliminary design review in 2025 for an Axiom cargo mission. On the strength of the STRATFI award, the company casts itself as the first to design and build space-station infrastructure in support of national-security objectives — a characterization worth treating as its own framing rather than established fact, given how early the Orbital Carrier program remains.

Balance-sheet reality

The financial picture is that of an early-stage hardware developer, not a revenue-generating operator. Gravitics posted a net loss of $19.3 million for the three months ended March 31, 2026, and carried an accumulated deficit of $61.8 million against $5.6 million in cash. Much of the quarterly loss stems from research, development and administrative spending alongside non-cash fair-value charges on convertible notes, SAFEs and warrants. Revenue fell to $1.0 million in 2025 from $2.6 million a year earlier, a 60% decline the company attributes to milestone timing on the Axiom work and the winding down of the SpaceWERX contract. Its auditors have raised substantial doubt about its ability to continue as a going concern — context that explains why the $40 million offering is a hard closing condition rather than a nice-to-have. With 24 full-time employees and seven contractors, Gravitics remains small relative to the scale of the contracts it is pursuing.

The shell side is thinner still. Non-Invasive Monitoring Systems reported an accumulated deficit of $29.1 million, a shareholders’ deficit, and roughly $6,000 in cash at year-end, and it too carries a going-concern warning. Its recent purpose has been to find a private business to combine with — the classic profile of a reverse-merger vehicle.

Ownership and leadership

Ownership of the shell is concentrated. Dr. Phillip Frost, a director, is the beneficial owner of 35.3% of the stock, and a convertible note held by Defender Opportunity LLC is set to convert automatically at the merger. Of the 4.5% residual stake existing holders will retain, the company expects roughly 21.9% to sit with Frost, about 17.4% with Dr. Hsiao, about 16.5% with the note holder, and the remaining 44.2% spread across other current holders.

Gravitics chief executive Colin Doughan would lead the combined company, joined by Michael Bowker as chief business officer, Andrew Jones as chief operating officer, and Jim Royston as chief technology officer. The combined company would be headquartered at Gravitics’ Marysville site.

What’s next

The merger agreement dates to March 6, 2026 and was amended June 30. The registration remains preliminary and subject to completion, and the outcome rests on two external gates the company does not fully control: raising $40 million in a public offering and clearing Nasdaq’s listing bar. For a space-defense developer with marquee contract names but slim revenue and a going-concern flag, the reverse-merger route offers a faster path to public markets than a conventional IPO — provided the financing comes together and Nasdaq signs off. If it does, the combined company would arrive on a listed exchange carrying both a defense-contract backlog and the balance-sheet fragility of a pre-commercial hardware venture.