As filed with the U.S. Securities and Exchange Commission on July 2, 2026.

No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NON-INVASIVE MONITORING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Non-Invasive Monitoring Systems, Inc.

4400 Biscayne Blvd., Suite 180

Miami, Florida 33137

(305) 575-4200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James J. Martin

Chief Financial Officer

Non-Invasive Monitoring Systems, Inc.
4400 Biscayne Blvd., Suite 180
(305) 575-4200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described in the information statement/prospectus contained herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this information statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this information statement/ prospectus has been filed with the Securities and Exchange Commission. These securities may not be issued or sold until the registration statement filed with the Securities and Exchange Commission is effective. This information statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED JULY 2, 2026

Non-Invasive Monitoring Systems, Inc.

4400 Biscayne Blvd., Suite 180

Miami, Florida 33137

INFORMATION STATEMENT AND NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

AND

PROSPECTUS FOR

35,000,000 SHARES OF COMMON STOCK

OF

NON-INVASIVE MONITORING SYSTEMS, INC.

TO BE RENAMED “GRAVITICS HOLDINGS, INC.” IN CONNECTION WITH

THE MERGER DESCRIBED HEREIN

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Dear Non-Invasive Monitoring Systems, Inc. Stockholder:

NOTICE IS HEREBY GIVEN that the board of directors (the “Non-Invasive Monitoring Systems Board”) of Non-Invasive Monitoring Systems, Inc., a Florida corporation (“Non-Invasive Monitoring Systems,” “we,” “us,” “our” or the “Company”), has approved, and the holders of approximately [●]% of the outstanding shares of our common stock, par value $0.01 per share (the “Non-Invasive Monitoring Systems Common Stock”) entitled to vote (collectively, the “Non-Invasive Monitoring Systems Majority Stockholders”) have executed a written consent in lieu of a special meeting approving, the following actions:

1. the issuance of 35,000,000 shares (giving effect to an assumed reverse stock split at a ratio of 1-for-150) of Non-Invasive Monitoring Systems Common Stock as Merger Consideration (as defined below) in accordance with the Agreement and Plan of Merger and Reorganization, dated March 6, 2026 (as amended on June 30, 2026, the “Merger Agreement”), by and among the Company, Gravitics Merger Sub Inc., a wholly owned subsidiary of Non-Invasive Monitoring Systems (“Merger Sub”), and Gravitics, Inc. (“Gravitics”), a Delaware corporation, pursuant to which Merger Sub will merge with and into Gravitics, with Gravitics as the surviving corporation and a wholly owned subsidiary of Non-Invasive Monitoring Systems (the “Merger”); and

2. the adoption of our 2026 Equity Incentive Plan, pursuant to which [●] shares of Non-Invasive Monitoring Systems Common Stock are reserved for issuance of awards thereunder (the “2026 Equity Incentive Plan”).

Pursuant to Section 607.0704 of the Florida Business Corporation Act (“FBCA”), unless otherwise provided in a company’s articles of incorporation, any action of a meeting of stockholders may be taken, without a meeting and prior notice, by signed consent of stockholders having the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted. Pursuant to Article III, Section 9 the Company’s By-Laws, any action required or allowed to be taken at a meeting of stockholders may be taken without a meeting, prior notice or vote, if a written consent, setting forth the action taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the written consent specified in the FBCA shall be obtained and furnished to all non-consenting stockholders. On [●], 2026, the Non-Invasive Monitoring Systems Board approved the foregoing actions and authorized the stockholders of the Company to approve the foregoing actions by written consent. On [●], 2026, by written consent without a meeting, the Non-Invasive Monitoring Systems Majority Stockholders approved the issuance of Non-Invasive Monitoring Systems Common Stock as Merger Consideration in accordance with the Merger Agreement and the 2006 Equity Incentive Plan. This information statement/prospectus is being furnished to all stockholders of the Company for the purpose of informing stockholders of these corporate actions before they take effect.

Please be advised that the Non-Invasive Monitoring Systems Majority Stockholders, collectively holding approximately [●]% of the issued and outstanding shares of Non-Invasive Monitoring Systems Common Stock, have executed a written consent approving (a) the issuance of Non-Invasive Monitoring Systems Common Stock as Merger Consideration in accordance with the Merger Agreement, and (b) the 2026 Equity Incentive Plan. No other votes are required or necessary to consummate the Merger and the Transactions, issue Non-Invasive Monitoring Systems Common Stock as Merger Consideration in accordance with the Merger Agreement, amend our articles of incorporation, or adopt our 2026 Equity Incentive Plan, and none is being solicited hereunder. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), these corporate actions will not be effected until 20 calendar days after the filing and mailing of this information statement/prospectus to our stockholders or as soon as practicable thereafter. We will mail the Notice of Stockholder Action by Written Consent to our stockholders on or about [●], 2026. We anticipate that the issuance of Non-Invasive Monitoring Systems Common Stock as Merger Consideration and the 2026 Equity Incentive Plan will be effected on or about [●], 2026.

This information statement/prospectus also constitutes notice to you under Section 607.0704 of the FBCA of the actions taken by written consent by the Non-Invasive Monitoring Systems Majority Stockholders without a meeting of stockholders.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

Non-Invasive Monitoring Systems, Merger Sub and Gravitics have entered into the Merger Agreement pursuant to which Merger Sub will merge with and into Gravitics, with Gravitics as the surviving corporation and a wholly owned subsidiary of Non-Invasive Monitoring Systems. Following the completion of the Merger, the name of Non-Invasive Monitoring Systems will be changed to Gravitics Holdings, Inc.

Immediately prior to the Merger, each issued and outstanding share of Series Seed-I Preferred Stock, $0.00001 par value per share, Series Seed-II Preferred Stock, $0.00001 par value per share, Series Seed-III Preferred Stock, $0.00001 par value per share, Series A-I Preferred Stock, $0.00001 par value per share, Series A-II Preferred Stock, $0.00001 par value per share, and Series A-III Preferred Stock, $0.00001 par value per share, of Gravitics (collectively, the “Gravitics Preferred Stock”) shall be cancelled and converted into shares of common stock of Gravitics, par value $0.00001 per share (“Gravitics Common Stock”), pursuant to their respective terms. At the effective time of the Merger (the “Effective Time”) each share of Gravitics Common Stock will be converted into the right to receive shares of Non-Invasive Monitoring Systems Common Stock that will result in the Gravitics stockholders, in the aggregate, holding not less than 95.5% of the outstanding equity ownership of Non-Invasive Monitoring Systems immediately following the Effective Time. The number of shares of Non-Invasive Monitoring Systems Common Stock to be received by the Gravitics stockholders will not be adjusted for changes in the market price of Non-Invasive Monitoring Systems Common Stock between the signing of the Merger Agreement and the Effective Time. Non-Invasive Monitoring Systems stockholders will continue to own and hold their existing shares of Non-Invasive Monitoring Systems Common Stock, which will represent not more than 4.5% of the outstanding equity ownership of Non-Invasive Monitoring Systems immediately following the Effective Time.

Non-Invasive Monitoring Systems Common Stock is currently quoted on the OTC Markets Group’s Expert Market (the “OTC Expert Market”) under the symbol “NIMU.” Upon the Effective Date, Non-Invasive Monitoring Systems will be renamed Gravitics Holdings, Inc. We have applied to have the Non-Invasive Monitoring Systems Common Stock listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GVTX.” The closing of the Merger is conditioned upon the approval of our listing application and there is no guarantee or assurance that the Non-Invasive Monitoring Systems Common Stock will be approved for listing on Nasdaq. We will not consummate the Merger unless Nasdaq shall have approved the Uplisting of the Non-Invasive Monitoring Systems Common Stock. On June 26, 2026, the last trading day before the date of this information statement/prospectus, the closing sale price of Non-Invasive Monitoring Systems Common Stock on the OTC Expert Market was $0.055 per share.

Under the FBCA and our charter documents, the approval of the issuance of Non-Invasive Monitoring Systems Common Stock as Merger Consideration and the 2026 Equity Incentive Plan by the Company’s stockholders required the affirmative vote or written consent of the holders of a majority of the outstanding shares of Non-Invasive Monitoring Systems Common Stock. On [●], 2026, the Non-Invasive Monitoring Systems Majority Stockholders, collectively holding approximately [●]% of Non-Invasive Monitoring Systems Common Stock, executed a written consent approving (a) the issuance of Non-Invasive Monitoring Systems Common Stock as Merger Consideration in accordance with the Merger Agreement, and (b) the 2026 Equity Incentive Plan. No other votes of Non-Invasive Monitoring Systems stockholders are required or necessary to effectuate the foregoing actions, and none is being solicited hereunder. As a result, Non-Invasive Monitoring Systems has not solicited and will not be soliciting your vote for the approval of the issuance of the shares of Non-Invasive Monitoring Systems Common Stock as Merger Consideration in accordance with the Merger Agreement, or the 2026 Equity Incentive Plan, and Non-Invasive Monitoring Systems does not intend to call a meeting of stockholders for purposes of voting on the approval of the foregoing actions.

This Notice of Stockholder Action by Written Consent shall constitute notice to you from the Company that the issuance of Non-Invasive Monitoring Systems Common Stock as Merger Consideration in accordance with the Merger Agreement and the the adoption of the 2026 Equity Plan have been approved by the holders of a majority of the outstanding shares of Non-Invasive Monitoring Systems Common Stock by written consent in lieu of a meeting in accordance with Section 607.0704 of the FBCA.

Holders of Non-Invasive Monitoring Systems Common Stock do not have appraisal or dissenters’ rights under the FBCA in connection with the matters described in this information statement/prospectus and approved by the Non-Invasive Monitoring Systems Majority Stockholders.

This information statement/prospectus provides you with more specific information concerning the Merger and the 2026 Equity Incentive Plan. We encourage you to carefully read this information statement/prospectus and the copy of the Merger Agreement included as Annex A to this information statement/prospectus.

More information about Non-Invasive Monitoring Systems, Gravitics, the Merger, and the 2026 Equity Incentive Plan are contained in this information statement/prospectus. Non-Invasive Monitoring Systems urges you to read the accompanying information statement/ prospectus carefully and in its entirety. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 15 of this information statement/prospectus.

Non-Invasive Monitoring Systems is excited about the opportunities the Merger brings to both Non-Invasive Monitoring Systems’ and Gravitics’ stockholders, and thanks you for your consideration and continued support.

/s/ James J. Martin

James J. Martin

Chief Financial Officer

Non-Invasive Monitoring Systems, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or the issuance of Non-Invasive Monitoring Systems Common Stock to be issued in the Merger, or the 2026 Equity Incentive Plan, or determined if this information statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This information statement/prospectus is dated [●], 2026 and is first being mailed to Non-Invasive Monitoring Systems’ stockholders on or about [●], 2026.

TABLE OF CONTENTS

ABOUT THIS INFORMATION STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Non-Invasive Monitoring Systems, constitutes (1) an information statement of Non-Invasive Monitoring Systems in accordance with Section 14C of the Exchange Act that is being distributed to the stockholders of Non-Invasive Monitoring Systems to notify them of actions taken by the Non-Invasive Monitoring Systems Majority Stockholders by written consent in lieu of a meeting and (2) a prospectus of Non-Invasive Monitoring Systems under Section 5 of the Securities Act of 1933 (as amended, the “Securities Act”) with respect to the shares of Non-Invasive Monitoring Systems Common Stock to be issued to Gravitics’ stockholders pursuant to the Merger Agreement.

You should rely only on the information contained in this information statement/prospectus. Non-Invasive Monitoring Systems and Gravitics have not authorized anyone to provide you with information that is different from that contained in this information statement/prospectus. This information statement/prospectus is dated [●], 2026, and you should not assume that the information contained in this information statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

This information statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Non-Invasive Monitoring Systems has supplied all information contained in this information statement/prospectus relating to Non-Invasive Monitoring Systems, and Gravitics has supplied all information contained in this information statement/prospectus relating to Gravitics. Non-Invasive Monitoring Systems and Gravitics have both contributed to the information related to the Merger contained in this information statement/prospectus.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this information statement/prospectus concerning the industry and the markets in which Non-Invasive Monitoring Systems and Gravitics operate, including our respective general expectations and market position, market opportunity and market size, are based on reports from various sources. In some cases, this information statement/prospectus does not expressly refer to the sources from which this data is derived. In that regard, when this information statement/prospectus refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. While we have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this information statement/prospectus, we believe such sources to be reliable and are not aware of any misstatements in such information.

In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which Non-Invasive Monitoring Systems and Gravitics operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors” and elsewhere in this information statement/prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

TRADEMARKS AND TRADE NAMES

The Gravitics design logo, “Gravitics,” and Gravitics’ other common law trade names, trademarks, and service marks are the property of Gravitics. Solely for our convenience, trademarks and trade names referred to in this information statement/prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we or Gravitics will not assert, to the fullest extent possible under applicable law, Gravitics’ rights or the rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this information statement/prospectus is the property of its respective holder.

FREQUENTLY USED TERMS

Unless otherwise indicated or the context otherwise requires, all references in this information statement/ prospectus to “we,” “us,” “our,” the “Company,” “Non-Invasive Monitoring Systems,” and similar terms refer to Non-Invasive Monitoring Systems, Inc.. Unless otherwise stated in this information statement/prospectus, reference to:

QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of Non-Invasive Monitoring Systems, may have regarding the Merger, and brief answers to those questions. You are urged to carefully read this information statement/prospectus and the other documents referred to in this information statement/prospectus in their entirety. See the section entitled “Summary” for a summary of important information regarding the Merger Agreement, the Merger and related transactions. Additional important information is contained in the annexes to this information statement/prospectus. You may obtain the information incorporated by reference into this information statement/prospectus without charge by following the instructions under the section titled “Where You Can Find Additional Information.”

This information statement/prospectus serves as:

This information statement/prospectus, which you should carefully read in its entirety, contains important information about the Merger and other matters.

At the Effective Time, each Gravitics Warrant will, by virtue of the Merger and without further action on the part of the holder thereof, be cancelled and exchanged for a warrant to purchase shares of Non-Invasive Monitoring Systems Common Stock.

At the Effective Time, each outstanding option to acquire Gravitics Common Stock will, by virtue of the Merger and without further action on the part of the holder thereof, be cancelled and exchanged for options to purchase shares of Parent Common Stock under the 2026 Equity Incentive Plan.

The Merger Agreement is attached to this information statement/prospectus as Annex A. For a more complete discussion of the proposed Merger, its effects and the other Transactions contemplated by the Merger Agreement, please see “The Merger” elsewhere in this information statement/prospectus.

Florida law and our articles of incorporation allow us to permit stockholders to act by written consent to approve the issuance of shares of Non-Invasive Monitoring Systems Common Stock as Merger Consideration and the 20206 Equity Incentive Plan.

Therefore, your vote is not required and is not being sought. We are not asking you for a proxy. The purpose of the Registration Statement of which this information statement/prospectus forms a part is (1) to notify stockholders of Non-Invasive Monitoring Systems about the issuance of shares of Non-Invasive Monitoring Systems Common Stock as Merger Consideration and the 2026 Equity Incentive Plan, and (2) to register the shares of Non-Invasive Monitoring Systems Common Stock being issued to non-affiliates as Merger Consideration.

No certificates or scrip representing a fractional share of Non-Invasive Monitoring Systems Common Stock will be issued to any of the Gravitics stockholders in connection with payment of the Merger Consideration, and to the extent a fractional share of Non-Invasive Monitoring Systems Common Stock is issuable as part of the Merger Consideration after aggregating all fractional shares of Non-Invasive Monitoring Systems Common Stock that otherwise would be received by such Gravitics common stockholder, such fraction shall be rounded up to one whole share of Non-Invasive Monitoring Systems Common Stock.

For more information regarding the Merger Consideration to be received by Gravitics stockholders in the Merger, please see “The Merger Agreement — Effects of the Merger; Merger Consideration.”

For more information, please see “The Merger Agreement — Conditions to Completion of the Merger.”

Non-Invasive Monitoring Systems, Inc.

4400 Biscayne Blvd., Suite 180

Miami, Florida 33137

Telephone: (305) 575-4200

SUMMARY

For your convenience, provided below is a brief summary of certain information contained in this information statement/prospectus. This summary highlights selected information from this information statement/ prospectus and does not contain all of the information that may be important to you. To understand the Merger fully and for a more complete description of the terms of the Merger, you should read this entire information statement/prospectus carefully, including its annexes and the other documents to which you are referred. Items in this summary include a page reference directing you to a more complete description of those items. For more information, please see the section entitled “Where You Can Find Additional Information” in this information statement/prospectus.

Information About the Companies (See page 44)

The following is a brief summary of information about Non-Invasive Monitoring Systems, Inc. and Gravitics, Inc. For more information about each company, please see the sections entitled “Business of Non-Invasive Monitoring Systems” and “Business of Gravitics” beginning on pages 59 and 63, respectively.

Non-Invasive Monitoring Systems

Non-Invasive Monitoring Systems, Inc. is a Florida corporation and a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), and its main business focus has recently been to seek, investigate and engage in a business combination with a private entity whose business presents an opportunity for its stockholders.

Shares of Non-Invasive Monitoring Systems Common Stock are quoted on the OTC Expert Market under the symbol “NIMU.” Non-Invasive Monitoring Systems’ principal executive offices are located at 4400 Biscayne Blvd., Suite 180, Miami, Florida 33137 and its telephone number is (305) 575-4200.

Gravitics

Gravitics, Inc., a Delaware corporation, is engaged in the design, development and commercialization of large space structures including orbital carriers, cargo logistics spacecraft, space station modules, and related engineering and technical services.

Gravitics is currently a private company. Gravitics’ principal executive offices are located at 4150 152nd Street NE, Suite 102, Marysville, WA 98271 and its telephone number is (360) 436-6033.

Gravitics Merger Sub, Inc.

Gravitics Merger Sub, Inc. is a direct wholly owned subsidiary of Non-Invasive Monitoring Systems. Merger Sub was formed by Non-Invasive Monitoring Systems solely in contemplation of the Merger, has not conducted any business and has no assets, liabilities or other obligations of any nature other than as set forth in the Merger Agreement. At the Effective Time, Merger Sub will merge with and into Gravitics, with Gravitics continuing as the surviving corporation and as a wholly owned subsidiary of Non-Invasive Monitoring Systems, and the separate existence of Merger Sub will cease. Merger Sub’s principal executive offices are located at 4400 Biscayne Blvd., Suite 180, Miami, Florida 33137 and its telephone number is (305) 575-4200.

The Merger and the Merger Agreement (See pages 44 and 49)

On March 6, 2026, Non-Invasive Monitoring Systems entered into an Agreement and Plan of Merger and Reorganization with Merger Sub and Gravitics. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Gravitics, the separate corporate existence of Merger Sub will thereupon cease and Gravitics will be the surviving corporation and will become a wholly-owned subsidiary of Non-Invasive Monitoring Systems.

The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A hereto. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Merger.

Effects of the Merger; Merger Consideration (See page 49)

If the Merger is completed, the outstanding shares of Gravitics Common Stock and Gravitics Preferred Stock that are issued and outstanding immediately prior to the Effective Time of the Merger (including shares of Gravitics Common Stock resulting from the conversion of Gravitics Preferred Stock), will be converted automatically into, and the holders of such shares of Gravitics Common Stock will be entitled to receive, by virtue of the Merger and upon the terms and subject to the conditions set forth in the Merger Agreement, shares of Non-Invasive Monitoring Systems Common Stock based on the Exchange Ratio, which will result in the Gravitics stockholders in the aggregate holding not less than 95.5% of the Outstanding Shares.

Treatment of Gravitics Warrants (See page 50)

If the Merger is completed, each Gravitics Warrant will, by virtue of the Merger and without further action on the part of the holder thereof, be cancelled and exchanged for a warrant to purchase shares of Non-Invasive Monitoring Systems Common Stock.

Treatment of Gravitics Equity Awards (See page 50)

If the Merger is completed, each outstanding option to acquire Gravitics Common Stock will, by virtue of the Merger and without further action on the part of the holder thereof, be cancelled and exchanged for options to purchase shares of Parent Common Stock under the 2026 Equity Incentive Plan.

Non-Invasive Monitoring Systems’ Reasons for the Merger (See page 46)

The Non-Invasive Monitoring Systems Board has unanimously determined that the Merger is fair to and in the best interests of Non-Invasive Monitoring Systems and its stockholders and approved and declared advisable the Merger Agreement and the Merger. For a description of factors considered by the Non-Invasive Monitoring Systems Board in reaching its decision to approve the Merger Agreement and the Merger and related Transactions, see the section entitled “The Merger — Non-Invasive Monitoring Systems’ Reasons for the Merger.”

Gravitics’ Reasons for the Merger (See page 46)

The board of directors of Gravitics has unanimously approved the Merger Agreement and the Merger. For a description of factors considered by the board of directors of Gravitics in reaching its decision to approve the Merger Agreement and the Merger and related Transactions, see the section entitled “The Merger — Gravitics’ Reasons for the Merger.”

Interests of Non-Invasive Monitoring Systems’ Directors and Executive Officers in the Merger (See page 48)

Non-Invasive Monitoring Systems’ directors and executive officers may have interests in the Merger, including financial interests, that may be different from, or in addition to, the interests of Non-Invasive Monitoring Systems stockholders generally. The Non-Invasive Monitoring Systems Board was aware of and considered these interests, among other matters, in reaching its determination that the Merger is fair to and in the best interests of Non-Invasive Monitoring Systems and its stockholders and in approving and declaring advisable the Merger Agreement and related Transactions. These interests are discussed in more detail in the section entitled “Interests of Non-Invasive Monitoring Systems’ Directors and Executive Officers in the Merger.”

Interests of Gravitics’ Directors and Executive Officers in the Merger (See page 48)

Gravitics’ directors and executive officers may have interests in the Merger, including financial interests, that may be different from, or in addition to, the interests of Gravitics stockholders generally. The Gravitics Board was aware of and considered these interests, among other matters, in reaching its determination that the Merger is fair to and in the best interests of Gravitics and its stockholders and in approving and declaring advisable the Merger Agreement and the Merger. These interests are discussed in more detail in the section entitled “Interests of Gravitics’ Directors and Executive Officers in the Merger.”

Non-Invasive Monitoring Systems Stockholder Approval

Non-Invasive Monitoring Systems’ Articles of Incorporation

Non-Invasive Monitoring Systems’ articles of incorporation provides that the taking of any action that is required or permitted to be taken by the Non-Invasive Monitoring Systems stockholders at any annual or special meeting of Non-Invasive Monitoring Systems stockholders may be effected by written consent of stockholders in lieu of a meeting.

On [●], 2026, the Non-Invasive Monitoring Systems Board approved the issuance of Non-Invasive Monitoring Systems Common Stock as Merger Consideration in accordance with the Merger Agreement and approved the adoption of the 2026 Equity Incentive Plan. In addition, the Non-Invasive Monitoring Systems Board authorized the Non-Invasive Monitoring Systems stockholders to approve the foregoing by written consent in lieu of a meeting.

On [●], 2026, the holders of [●]% of the outstanding shares of Non-Invasive Monitoring Systems Common Stock executed a written consent in which they approved the issuance of Non-Invasive Monitoring Systems Common Stock as Merger Consideration in accordance with the Merger Agreement and the adoption of the 2026 Equity Incentive Plan.

Board of Directors of the Combined Company Following the Merger (See page 55)

At the Effective Time, the members of the Non-Invasive Monitoring Systems Board will (a) appoint such individuals to the Non-Invasive Monitoring Systems Board for the Combined Company as are designated by Gravitics, a majority of whom shall qualify as “independent” under Nasdaq Rule 5605(a)(2), and which will include Colin Doughan, a current member of the Gravitics Board, as Chairman of the Non-Invasive Monitoring Systems Board, and (b) resign as members of the Non-Invasive Monitoring Systems Board.

Management of the Combined Company After the Merger (See page 54)

At the Effective Time, the officers of the Combined Company will be those individuals as are determined by the newly-constituted Non-Invasive Monitoring Systems Board, which will include (a) Colin Doughan, the current Chief Executive Officer of Gravitics, as Chief Executive Officer of the Combined Company, (b) [●] as Chief Financial Officer of the Combined Company, (c) Michael Bowker as Chief Business Officer of the Combined Company, (d) Andrew Jones as Chief Operating Officer of the Combined Company, and (e) Jim Royston as Chief Technology Officer of the Combined Company.

Reverse Stock Split and Change of Name

On May 22, 2026, Non-Invasive Monitoring Systems received a unanimous written consent in lieu of a meeting (the “Board Consent”) from the members of the Non-Invasive Monitoring Systems Board, and (b) on June 4, 2026, Non-Invasive Monitoring Systems received a written consent in lieu of a meeting from the holders of approximately 63.4% of the voting stock (the “Consenting Shareholders”) of Non-Invasive Monitoring Systems (the “Shareholder Consent” and together with the Board Consent, the “Written Consents”). The Written Consents adopted resolutions which approved the granting of authority to the Non-Invasive Monitoring Systems Board to amend Non-Invasive Monitoring Systems’ articles of incorporation, as previously amended to date (the “Articles of Incorporation”) to:

It is contemplated that Reverse Stock Split will become effective no sooner than the later to occur of (a) the Non-Invasive Monitoring Systems Board’s determination of the exact ratio and timing for the Reverse Stock Split, and (b) approval of the Reverse Stock Split by the Financial Industry Regulatory Authority, Inc. (“FINRA”). It is contemplated that Name Change will become effective no sooner than the later to occur of (a) approval of the Name Change by FINRA and (b) the consummation of the Merger. The Name Change will not occur if the Merger is not consummated.

Public Offering and Uplisting

The Merger Agreement provides that the parties will use reasonable best efforts to consummate the Public Offering and a corresponding uplisting to Nasdaq (the “Uplisting”). The closing of the Merger is conditioned upon the closing of the Public Offering and approval of our Uplisting and there is no guarantee or assurance that we will close the Public Offering or that Non-Invasive Monitoring Systems Common Stock will be approved for listing on Nasdaq.

Registration Rights Agreement (See page 53)

The Merger Agreement provides that, within sixty (60) days after the Effective Time, the Combined Company will prepare and file a Registration Statement on Form S-1, or a Registration Statement on Form S-3, if the Combined Company is then eligible to use a Form S-3, with the SEC to register the resale of all the Merger Shares that are not permitted to be registered on Form S-4, or are held by affiliates of Non-Invasive Monitoring Systems, and the Combined Company will use reasonable best efforts to have the Resale Registration Statement declared effective as soon as practicable after filing.

Conditions to Completion of the Merger (See page 52)

The obligations of Non-Invasive Monitoring Systems and Gravitics to consummate the Merger are subject to the satisfaction or waiver by the other party (to the extent permitted by applicable legal requirements), at or prior to the completion of the Merger, of customary closing conditions, including, among other things, that (i) the Reverse Stock Split will have been approved by Non-Invasive Monitoring Systems’ stockholders and the Financial Industry Regulatory Authority, Inc. (“FINRA”), and will have become effective, (ii) the Registration Statement, of which this information statement/prospectus is a part, will have been declared effective by the SEC, (iii) the Uplisting will have been approved by Nasdaq, (iv) the Public Offering will be ready for consummation upon Closing, (v) the Non-Invasive Monitoring Systems’ outstanding debt in the aggregate amount of approximately $800,000 (plus accrued and unpaid interest thereon) will have been converted into shares of Non-Invasive Monitoring Systems Common Stock or repaid, as applicable, (vi) approval of the Merger by the Non-Invasive Monitoring Systems stockholders and the Gravitics stockholders will have been obtained; (vii) each of the individuals agreed upon by Non-Invasive Monitoring Systems and Gravitics will have executed and delivered a Lock-Up Agreement in the form mutually acceptable to the parties; and (viii) all individuals who served as directors and/or officers of Non-Invasive Monitoring Systems immediately prior to the Effective Time will have resigned, which resignations shall be effective as of the Effective Time, and new directors and officers for the Company will have been appointed. Notwithstanding the foregoing, the Merger will not close without the successful completion of the Public Offering and the acceptance of the Combined Company’s common stock for listing on Nasdaq.

Termination of the Merger Agreement (See page 52)

The Merger Agreement provides that it may be terminated at any time prior to the Effective Time (i) by mutual agreement, (ii) by either Non-Invasive Monitoring Systems or Gravitics if the Closing has not occurred by June 30, 2026, (iii) by operation of law, or (iv) by the Non-Invasive Monitoring Systems or Gravitics if the other party has not satisfied any of the closing conditions, or has breached or failed to observe or perform in any material respect any of its covenants or obligations under the Merger Agreement (if such breach is not cured within ten (10) days following written notice of such breach) by the Closing Date; provided, however, that if the Merger Agreement is terminated by either party for any reason other than the other party failing to satisfy their closing conditions prior to the termination date, then the terminating party will pay the other party a nonrefundable fee in the amount of to $250,000.

Listing of Non-Invasive Monitoring Systems Common Stock (See page 47)

Non-Invasive Monitoring Systems Common Stock is currently quoted on the OTC Markets Group’s Expert Market (the “OTC Expert Market”) under the symbol “NIMU.” Upon the Effective Date, Non-Invasive Monitoring Systems will be renamed Gravitics Holdings, Inc. We have applied to have the Non-Invasive Monitoring Systems Common Stock listed on the Nasdaq under the symbol “GVTX.” The closing of the Merger is conditioned upon the approval of our listing application and there is no guarantee or assurance that the Non-Invasive Monitoring Systems Common Stock will be approved for listing on Nasdaq. We will not consummate the Merger unless Nasdaq shall have approved the listing of the Non-Invasive Monitoring Systems Common Stock.

Post-Closing Dividend Policy (See page 47)

Non-Invasive Monitoring Systems has never paid any cash dividends on shares of Non-Invasive Monitoring Systems Common Stock. The payment of cash dividends in the future will be dependent upon Non-Invasive Monitoring Systems’ revenues and earnings, if any, capital requirements and general financial condition and will be declared at the discretion of the Non-Invasive Monitoring Systems Board. It is the current intention of the Non-Invasive Monitoring Systems Board to retain all earnings, if any, for use in its business operations, and accordingly, the Non-Invasive Monitoring Systems Board does not anticipate declaring any dividends in the foreseeable future.

Material U.S. Federal Income Tax Consequences (See page 92)

Current Non-Invasive Monitoring Systems stockholders should not experience any federal income tax consequences as a result of the execution of the Merger Agreement or the consummation of the Merger.

With respect to current Gravitics stockholders, the parties intend the Merger to be treated as a tax-free reorganization for U.S. federal income tax purposes. Provided the Merger so qualifies, Gravitics stockholders will generally not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Gravitics Common Stock for Non-Invasive Monitoring Systems Common Stock in the Merger. Prior to the Registration Statement, of which this information statement/prospectus forms a part, being declared effective by the SEC, the parties will obtain an opinion from tax counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing, the completion of the Merger is not conditioned upon the Merger qualifying for the intended tax treatment and no ruling from the Internal Revenue Service (the “IRS”) will be sought regarding the tax characterization of the Merger and no assurance can be made as to whether the Merger will be tax-free for U.S. federal income tax purposes.

The tax consequences to Gravitics stockholders of the Merger may depend upon a particular stockholder’s own situation. In addition, Gravitics stockholders may be subject to U.S. federal non-income, state, local or foreign tax laws that are not discussed in this information statement/prospectus. Gravitics stockholders should therefore consult with their own tax advisors for a full understanding of the tax consequences of the Merger.

Accounting Treatment (See page 48)

Notwithstanding the legal form, the Merger will be accounted for as a reverse recapitalization and not a business combination under Accounting Standards Codification (“ASC”) 805. Under this method of accounting, Non-Invasive Monitoring Systems will be treated as the acquired company for accounting purposes, whereas Gravitics will be treated as the accounting acquirer. In accordance with this method of accounting, the Merger will be treated as the equivalent of Gravitics issuing shares for the net assets of Non-Invasive Monitoring Systems, accompanied by a recapitalization. The net assets of Non-Invasive Monitoring Systems will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Merger will be those of Gravitics. Gravitics has been determined to be the accounting acquirer for purposes of the Merger based on an evaluation of the following facts and circumstances:

Appraisal Rights (See page 47)

Under the FBCA, Non-Invasive Monitoring Systems stockholders are not entitled to appraisal rights or dissenters’ rights in connection with the Merger.

Regulatory Approvals Required for the Merger (See page 47)

Non-Invasive Monitoring Systems and Gravitics are not aware of any material U.S. federal, state or foreign regulatory requirements or approvals that are required for the execution of the Merger Agreement or the completion of the Merger, other than the filing of a Certificate of Merger with respect to the Merger with, and the acceptance of such Certificate of Merger by, the Secretary of State of the State of Delaware.