Non Invasive Monitoring Systems registers securities for sale

Cover page 5 changes

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and Exchange Commission on October 19, November 4, 2026.

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We are offering 3,225,806 shares of our common

common stock, par value $0.01 per share ("Common Stock"). In connection with the consummation of the proposed Merger, as further described herein, Non-Invasive Monitoring Systems, Inc. (the "Company") plans to change its name to Gravitics Holdings, Inc.

Inc. and list its Common Stock to trade on the Nasdaq Capital Market under the symbol "GVTX". On October 16, November 2, 2026, the last reported sale price of our Common Stock on the OTC Markets Group, Inc. Pink Limited Market (the "OTC Markets Pink Limited

Market") was $10.81 $10.00 per share.

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Prospectus summary 11 changes

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March 6, 2026, the Company entered into the Merger Agreement, with Merger Sub and Gravitics, pursuant to which Merger Sub will merge with and into Gravitics, with Gravitics as the surviving corporation and a wholly owned subsidiary of the Company. The Merger Agreement was amended on June 30, 2026, to, among other things, extend the outside closing date of the Merger to September 30, 2026.

March 6, 2026, the Company entered into the Merger Agreement, with Merger Sub and Gravitics, pursuant to which Merger Sub will merge with and into Gravitics, with Gravitics as the surviving corporation and a wholly owned subsidiary of the Company. The Merger Agreement was amended on June 30, 2026, to, among other things, extend the outside closing date of the Merger to September 30, 2026. The Merger Agreement was further amended on August 11, 2026, to modify the post-merger ownership structure to provide that the Gravitics stockholders would own approximately 96.5% of the Combined Company and Non-Invasive Monitoring Systems stockholders would own approximately 3.5% of the Combined Company following the Merger. The Merger Agreement was further amended on September 30, 2026, to, among other things, extend the outside closing date of the Merger to October 30, 2026. The Merger Agreement was further amended on October 19, 2026, to modify the definition of "Public Offering" to mean an underwritten public offering of $50.0 million, but in no event less than $40.0 million (excluding the Representative's over-allotment option). The Merger Agreement was further amended on October 30, 2026, to extend the outside closing date and outside termination date of the Merger to November 30, 2026. In connection with the closing of the Merger, the Company intends to (i) change its name to Gravitics Holdings, Inc., and (ii) became the ultimate parent company of the Combined Company. The Common Stock of the Company is currently traded on the OTC Markets Pink Limited Market. This public offering of securities of the Combined Company is to raise $50,000,000 (excluding the Representative's over-allotment option) and to uplist the securities of the Combined Company to the Nasdaq Stock Market. Closing of this offering is contingent upon successful completion of the Merger and the acceptance of the Combined Company's Common Stock for listing on the Nasdaq Capital Market.

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Effective as of September 30, 2026, the Company and Defender

and Defender Opportunity LLC entered into an amendment to the Convertible Note, which extends from September 30, 2026 to October 30, 2026 the date by which the Merger must be consummated for (a) the Convertible Note to convert automatically into shares of the Company's Common Stock, and (b) no interest to be payable upon that conversion. In consideration for the extension, the Company agreed to pay Defender Opportunity LLC a fee of $25,000. All other terms of the Convertible Note remain remained unchanged.

Effective as of October 30, 2026, the Company and Defender Opportunity LLC entered into a second amendment to the Convertible Note, which further extends from October 30, 2026 to November 30, 2026 the date by which the Merger must be consummated for (a) the Convertible Note to convert automatically into shares of the Company's Common Stock, and (b) no interest to be payable upon that conversion. In consideration for the further extension, the Company agreed to pay Defender Opportunity LLC an additional fee of $25,000. All other terms of the Convertible Note remain unchanged.

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On June 30, 2026, the Company entered into

Fourth Amendments to certain Promissory Notes, dated October 4, 2021 and September 16, 2022, in the aggregate principal amount of $150,000, with Frost Gamma ("Frost Gamma Notes"). The maturity dates on the Frost Gamma Notes were amended from June 30, 2026 until September 30, 2026. On September 29, 2026, the Company entered into Fifth Amendments to the Frost Gamma Notes to further extend the maturity dates from September 30, 2026 to October 31, 2026. No other provisions of the Frost Gamma Notes were amended.

June 30, 2026, and September 29, 2026, and October 30, 2026

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Amendments to certain Promissory Notes, dated October 4, 2021 and September 16, 2022, in the aggregate principal amount of $150,000, with Dr. Hsiao (the "Hsiao Frost Gamma ("Frost Gamma Notes"). The maturity dates on the Hsiao Frost Gamma Notes were amended from June 30, 2026 until September 30, 2026. On September 29, 2026, the Company entered into Fifth Amendments to the Hsiao Frost Gamma Notes to further extend the maturity dates from September 30, 2026 to October 31, 2026. On October 30, 2026, the Company entered into Sixth Amendments to the Frost Gamma Notes to further extend the maturity dates from October 31, 2026 to November 30, 2026. No other provisions of the Hsiao Frost Gamma Notes were amended.

On June 30, 2026, the Company entered into Fourth

Amendments to certain Promissory Notes, dated October 4, 2021 and September 16, 2022, in the aggregate principal amount of $150,000, with Dr. Hsiao (the "Hsiao Notes"). The maturity dates on the Hsiao Notes were amended from June 30, 2026 until September 30, 2026. On September 29, 2026, the Company entered into Fifth Amendments to the Hsiao Notes to further extend the maturity dates from September 30, 2026 to October 31, 2026. On October 30, 2026, the Company entered into Sixth Amendments to the Hsiao Notes to further extend the maturity dates from October 31, 2026 to November 30, 2026. No other provisions of the Hsiao Notes were amended.

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Risk factors 1 change

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in the principal amount of $809,706 that is convertible into shares of the Company's Common Stock at any time at the option of the holder, or on a mandatory basis if the Merger is consummated by October November 30, 2026. If the Merger is consummated by October November 30, 2026, no interest will be payable upon such conversion. The Company also has issued additional promissory notes in the principal amount of $300,000 that are not convertible into shares of the Company's Common Stock. If the proposed Merger is not completed, the Company may be required to repay the outstanding principal amounts of the notes, together with accrued and unpaid interest and any other amounts due under the notes, at a time when it may not have sufficient cash or other resources available to satisfy those obligations. The Company's ability to repay amounts due under the notes will depend on, among other things, its available cash, cash flows from operations, ability to raise additional capital, the terms of any financing available to the Company and general market conditions, any of which may be unfavorable or unavailable when needed.

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Use of proceeds 5 changes

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Capital expenditures for test and carrier processing infrastructure and facilities $ 5.0 million Payment of an advisory fee incurred in connection with the Merger $ 5.8 million Repayment of outstanding indebtedness $ 3.0 3.6 million Working capital and general corporate purposes Remainder Research and Development Approximately $20.0 million will be used to fund continued development of our orbital carrier programs, including propulsion system testing, avionics development, and flight qualification activities. This includes $16.7 million to be applied to Gravitics' remaining payment obligations pursuant to a Strategic Funding Increase Contract with the United States Space Force, Space Systems Command under the Strategic Funding Increase (STRATFI) program, for an aggregate firm-fixed-price amount of $30.0 million.

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will use approximately $3,000,000 $3.6 million to repay our outstanding indebtedness (plus accrued interest), consisting of amounts due under:

amended promissory notes of the Company, dated October 4, 2021 and September 16, 2022, in the combined principal amount of $150,000, issued to Frost Gamma Investments Trust ("Frost Gamma Notes"), a trust controlled by Dr. Phillip Frost, a current director of the Company, which beneficially owns in excess of 10% of the Company's Common Stock, with maturity dates of October 31, November 30, 2026. The promissory notes bear interest at a rate of 10% per annum. See the section entitled " Prospectus Summary – Recent Developments - Non-Invasive Monitoring Systems – Extension of Related Party Promissory Notes on June 30, 2026 " on page 5 of this prospectus.

amended promissory notes of the Company, dated October 4, 2021 and September 16, 2022, in the principal amount of $150,000, issued to Dr. Jane Hsiao (the "Hsiao Notes"), the Company's current Chairman of the Board and Interim Chief Executive Officer, and a beneficial owner in excess of 10% of the Company's Common Stock, with maturity dates of October 31, November 30, 2026. The promissory notes bear interest at a rate of 10% per annum.

See the section entitled " Prospectus Summary – Recent Developments - Non-Invasive Monitoring Systems – Extension of Related Party Promissory Notes on June 30, 2026 " on page 5 of this prospectus, ● An unsecured promissory note of Gravitics, dated August 18, 2026, issued to BZH SPO LLC, which, as amended on October 14, 2026, matures on the earliest of (i) the closing of the Merger, (ii) December 14, 2026, and (iii) the occurrence of a termination event. The note bears interest at a rate of 4.0% per 30-day period, calculated on a simple, non-compounding basis. In addition, an original issue discount of 50% of the principal amount of each tranche accrues for each 30-day interest period. Following the 60th day after funding, an additional default premium of 3.0% per 30-day period accrues automatically. The total repayment amount is $2,650,000 if paid on or before November 14, 2026, and $3,220,000 if paid between November 15, 2026 and December 14, 2026. Repayment of the note is guaranteed by the Company, effective upon consummation of the Merger. See the section entitled " Prospectus Summary – Recent Developments - Gravitics – Bridge Financing " on page 6 of this prospectus.

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Capitalization 1 change

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1,032,640 shares issued and outstanding, actual; 30,170,764 shares issued and outstanding, pro forma; 33,606,247 shares issued and outstanding, pro forma as adjusted Additional paid-in capital 28,112 84,314 133,168 132,664 Accumulated deficit (29,565 ) (94,311 (93,776 ) (94,311 (93,776 ) Total stockholders' (deficit) equity (1,443 ) (9,695 (9,160 ) 39,193 39,224 Total capitalization $ (333 ) $ (8,913 (8,378 ) $ 39,533 39,564 Each $1.00 increase (decrease) in the assumed public offering price of $15.50 per Common Stock, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders' equity (deficit) by approximately $3.0 million, assuming that the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of Common Stock offered by us at the assumed public offering price of $15.50 per share of Common Stock, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders' equity (deficit) by approximately $14.5 million.

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Dilution 10 changes

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giving effect to the to the Merger including (i) the issuance of 28,863,554 shares of Common Stock of the combined company to Gravitics shareholders in exchange for the outstanding shares of Gravitics Common Stock and Gravitics Preferred Stock in connection the closing of the Merger; (ii) the issuance of 1,032,640 shares of Common stock of the combined company to Non-Invasive Monitoring Systems shareholders in exchange for the outstanding shares of Non-Invasive Monitoring Systems Common Stock in connection with the closing of the Merger Agreement; (iii) the settlement and termination of the outstanding shares of the Company's Series B preferred stock at the time of Closing; and (iv) the expected settlement of the Company's related party debt and accrued interest in cash and the settlement of the Company's convertible promissory note through the issuance of 274,570 shares of Common Stock of the continuing company, at the time of Closing, our pro forma net tangible book value (deficit) as of June 30, 2026, would have been approximately $(11.5) million, or approximately $(0.38) per share of our common stock.

(iii) the settlement and termination of the outstanding shares of the Company's Series B preferred stock at the time of Closing;

and (iv) the expected settlement of the Company's related party debt and accrued interest in cash and the settlement of the Company's convertible promissory note through the issuance of 274,570 shares of Common Stock of the continuing company, at the time of Closing, our pro forma net tangible book value (deficit) as of June 30, 2026, would have been approximately $(11.0) million, or approximately $(0.37) per share of our common stock.

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of 3,225,806 shares of Common Stock in this offering at an assumed initial public offering price of $15.50 per share, the mid-point of the estimated price range shown on the cover of this prospectus, after deducting the estimated underwriting discounts and offering expenses payable by us, including the expected issuance of 209,677 shares of Common Stock to the underwriters for commission in connection with the offering at the assumed initial public offering price of $15.50 per share, the pro forma as adjusted net tangible book value as of June 30, 2026 would have been $37.4 million, or $1.11 per share. This represents an immediate increase in net tangible book value of $1.49 $1.48 per share to our existing stockholders and an immediate dilution in net tangible book value of $14.39 per share to investors purchasing shares of Common Stock in this offering at the assumed public offering price.

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Increase in pro forma net tangible book value per share attributable to the pro forma transactions described in the preceding paragraphs 1.02 1.03 Pro forma net tangible book value per share as of June 30, 2026 (0.38 (0.37 ) Increase in pro forma net tangible book value per share attributable to the offering 1.49 1.48 Pro forma as adjusted net tangible book value per share as of June 30, 2026 immediately after the offering $ 1.11 Dilution per share to new investors in the offering $ 14.39 A $1.00 increase (decrease) in the assumed initial public offering price of $15.50 per share would increase (decrease) the pro forma as adjusted net tangible book value as of June 30, 2026 by $3.0 million, the pro forma as adjusted net tangible book value per share after this offering as of June 30, 2026 by $0.09 per share and the dilution in pro forma net tangible book value per share to investors in this offering as of June 30, 2026 by $0.91 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount and offering expenses payable by us. If the underwriters exercise their over-allotment option in full, the as adjusted net tangible book value as of June 30, 2026 will increase to $1.30 per share, representing an immediate increase to existing stockholders of $1.68 $1.67 per share and an immediate dilution of $14.20 per share to new investors. If any shares are issued in connection with outstanding options, you will experience further dilution.

If any shares are issued in connection with outstanding options, you will experience further dilution.

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Pursuant to the Merger Agreement, Merger Sub will merge with and into Gravitics, with Gravitics as the surviving corporation and a wholly owned subsidiary of the Company. Upon successful completion of the Merger, the issued and outstanding shares of Gravitics Common Stock and Gravitics Preferred Stock will be converted into the right to receive shares of the Company's Common Stock based on the Exchange Ratio. The Merger Agreement was amended on June 30, 2026, to, among other things, extend the outside closing date for the Merger to September 30, 2026. On August 11, 2026, the Merger Agreement was further amended so that the Exchange Ratio will result in Gravitics stockholders holding not less than 96.5% of the Outstanding Shares (as defined in the Merger Agreement) prior to the Concurrent Financing (discussed below). On September 30, 2026, the Merger Agreement was further amended to, among other things, further extend the outside closing date for the Merger to October 30, 2026. On October 19, 2026, the Merger Agreement was further amended to modify the definition of "Public Offering" to mean an underwritten public offering of $50.0 million, but in no event less than $40.0 million (excluding the Representative's over-allotment option). On October 30, 2026, the Merger Agreement was further amended to further extend the outside closing date and outside termination date for the Merger to November 30, 2026.

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Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) $ 6,196 $ 164 $ 41,462 41,493 $ 47,822 47,853 See accompanying notes to the unaudited pro forma condensed combined financial statements.

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reflect the payment of merger-related transaction costs incurred by Gravitics and the Company of $6.5 million and $0.3 $6.3 million respectively, at the time of Closing. All such transaction costs represent non-capitalizable costs that are required to be expensed as incurred under U.S. GAAP and have therefore been reflected as an increase of accumulated deficit.

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reflect the recognition of $6.8 $6.3 million of merger-related transaction costs for the year ended December 31, 2025 that are required to be expensed under U.S. GAAP, consisting of non-capitalizable professional service fees and other transaction-related costs.

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MD&A 1 change

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March 6, 2026, Gravitics entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Non-Invasive Monitoring Systems, Inc., a publicly traded shell company, and Gravitics Merger Sub, Inc., a wholly owned subsidiary of Non-Invasive Monitoring Systems. Pursuant to the Merger Agreement, Merger Sub will merge with and into Gravitics, with Gravitics surviving as a wholly owned subsidiary of Non-Invasive Monitoring Systems (the "Merger"). The transaction is expected to be accounted for as a reverse recapitalization, with Gravitics treated as the accounting acquirer. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, all 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), stock options to purchase shares of Gravitics' common stock, and warrants to purchase shares of Gravitics' common stock, will be converted into the right to receive shares of the Combined Company's Common Stock, stock options to purchase shares of the Combined Company's Common Stock under the Combined Company's 2026 Equity Incentive Plan, and warrants to purchase shares of the Combined Company's Common Stock, respectively, such that Gravitics' stockholders will hold not less than 95.5% of the total post-merger equity, on a fully-diluted basis. On June 30, 2026, the parties entered into Amendment No. 1 to the Merger Agreement, which extended the outside closing date to September 30, 2026, and revised certain closing conditions relating to the repayment and conversion of Non-Invasive Monitoring Systems' outstanding indebtedness. On August 5, 2026, the parties entered into Amendment No. 2 to the Merger Agreement, which amended the equity ownership of the post-merger combined company such that Gravitics' stockholders will hold not less than 96.5% of the total post-merger equity and the pre-closing stockholders of Non-Invasive Monitoring Systems will hold not more than 3.5%. On September 30, 2026, the parties entered into Amendment No. 3 to the Merger Agreement, which, among other things, extended the outside closing date to October 30, 2026. On October 19, 2026, the parties entered into Amendment No. 4 to the Merger Agreement, which modified the definition of "Public Offering" to mean an underwritten public offering of $50.0 million, but in no event less than $40.0 million (excluding the Representative's over-allotment option). On October 30, 2026, the parties entered into Amendment No. 5 to the Merger Agreement, which extended the outside closing date and outside termination date to November 30, 2026. Closing of the Merger is expected on or before October November 30, 2026 and is subject to customary conditions, including regulatory approvals, stockholder approvals by both companies, effectiveness of a registration statement on Form S-4, and readiness of the public offering.

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Related-party transactions 8 changes

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On June 30, 2026, the

Company entered into Fourth Amendments to certain Promissory Notes, dated October 4, 2021 and September 16, 2022, in the combined principal amount of $150,000 with Frost Gamma ("Frost Gamma Notes"). The maturity date on both Frost Gamma Notes was amended from June 30, 2026 until September 30, 2026. On September 29, 2026, the Company entered into Fifth Amendments to the Frost Gamma Notes to further extend the maturity dates from September 30, 2026 to October 31, 2026.

No other provisions of the Frost Gamma Notes were amended.

June 24, 2026, the Company used the proceeds from its sale of a convertible promissory note in the principal amount of $809,705.75 (the "Note Sale Transaction") to repay in full the amounts due under certain outstanding promissory notes of the Company (the "Original Notes"), consisting of an aggregate of $720,000 in principal and an aggregate of $89,705.75 of accrued and unpaid interest due thereon, which were held by Dr. Hsiao and Dr. Frost. Following the Note Sale Transaction, Dr. Hsiao and an affiliate of Dr. Frost still hold promissory notes of the Company in the principal amounts of $150,000 and $150,000, respectively (collectively, the "Remaining Notes"). The Remaining Notes, as amended, have a stated maturity date of September November 30, 2026. The Remaining Notes do not have conversion rights with respect to the amounts due thereunder. It is contemplated that the amounts due under the Remaining Notes will be repaid from the proceeds of this offering.

The Remaining Notes do not have conversion rights with respect to the amounts due thereunder. It is contemplated that the amounts due under the Remaining Notes will be repaid from the proceeds of this offering.

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entered into Fourth Amendments to certain Promissory Notes, dated October 4, 2021 and September 16, 2022, in the combined principal amount of $150,000 with Dr. Hsiao (the "Hsiao Frost Gamma ("Frost Gamma Notes"). The maturity date on both Hsiao Frost Gamma Notes was amended from June 30, 2026 until September 30, 2026. On September 29, 2026, the Company entered into Fifth Amendments to the Hsiao Frost Gamma Notes to further extend the maturity dates from September 30, 2026 to October 31, 2026. On October 30, 2026, the Company entered into Sixth Amendments to the Frost Gamma Notes to further extend the maturity dates from October 31, 2026 to November 30, 2026. No other provisions of the Hsiao Frost Gamma Notes were amended.

On June 30, 2026, the Company

entered into Fourth Amendments to certain Promissory Notes, dated October 4, 2021 and September 16, 2022, in the principal amount of $150,000 with Dr. Hsiao (the "Hsiao Notes"). The maturity date on both Hsiao Notes was amended from June 30, 2026 until September 30, 2026. On September 29, 2026, the Company entered into Fifth Amendments to the Hsiao Notes to further extend the maturity dates from September 30, 2026 to October 31, 2026. On October 30, 2026, the Company entered into Sixth Amendments to the Hsiao Notes to further extend the maturity dates from October 31, 2026 to November 30, 2026. No other provisions of the Hsiao Notes were amended.

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Notes to the financial statements 1 change

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Subsequent Events SUBSEQUENT EVENT EVENTS

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Exhibits 2 changes

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Form of Underwriting Agreement between Non-Invasive Monitoring Systems, Inc. and Lucid Capital Markets, LLC 2.1*** Agreement and Plan of Merger, dated March 6, 2026 (incorporated by reference to Annex A to the information statement/prospectus that forms a part of Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on March 12, 2026) 2.2*** Amendment No. 1 to Agreement and Plan of Merger, dated June 30, 2026 (incorporated by Reference to Exhibit 10.1 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on June 30, 2026) 2.3*** Amendment No. 2 to Agreement and Plan of Merger, dated August 11, 2026 (incorporated by Reference to Exhibit 2.1 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on August 17, 2026) 2.4*** Amendment No. 3 to Agreement and Plan of Merger, dated September 30, 2026 (incorporated by Reference to Exhibit 2.1 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on October 5, 2026) 2.5*** Amendment No. 4 to Agreement and Plan of Merger, dated October 19, 2026 (incorporated by Reference to Exhibit 2.1 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on October 19, 2026) 2.6*** Amendment No. 5 to Agreement and Plan of Merger, dated October 30, 2026 (incorporated by Reference to Exhibit 2.1 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on November 4, 2026) 3.1*** Articles of Incorporation, as amended, of Non-Invasive Monitoring Systems, Inc. (incorporated by Reference to Exhibit 3.1 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on April 8, 2008) 3.2*** Articles of Amendment to Articles of Incorporation of Non-Invasive Monitoring Systems, Inc. (incorporated by reference to Exhibit 3.1 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on December 3, 2008) 3.3*** Articles of Amendment to Articles of Incorporation of Non-Invasive Monitoring Systems, Inc. (incorporated by reference to Exhibit 3.3 to Non-Invasive Monitoring Systems, Inc.'s Quarterly Report on Form 10-Q filed on March 17, 2010) 3.4*** Articles of Amendment to Articles of Incorporation of Non-Invasive Monitoring Systems, Inc. (incorporated by reference to Annex A to Non-Invasive Monitoring Systems, Inc.'s Schedule 14C filed on April 3, 2012) 3.5*** Articles of Amendment to the Articles of Incorporation - Indemnification (incorporated by Reference to Exhibit 3.1 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on September 22, 2026) 3.6*** Articles of Validation (incorporated by Reference to Exhibit 3.2 to Non-Invasive Monitoring Systems, Inc.'s Current Report on Form 8-K filed on September 22, 2026) 3.7*** By-Laws, as amended, of Non-Invasive Monitoring Systems, Inc. (incorporated by reference to Exhibit 3.1 to Non-Invasive Monitoring Systems, Inc.'s Quarterly Report on Form 10-Q filed on December 15, 2009) 3.8*** Certificate of Merger (incorporated by reference to Exhibit 3.8 to Non-Invasive Monitoring Systems, Inc.'s Form S-4 Registration Statement filed on September 24, 2026) 4.1*** Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-4 filed with the SEC on September 11, 2026) 4.2*** Form of Underwriter Warrant 5.1*** Opinion of Nason Yeager Gerson Harris & Fumero, P.A.

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to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York on the 19th 4th day of October, November, 2026.

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