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): | July 29, 2011 |
Non-Invasive Monitoring Systems, Inc.
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(Exact name of registrant as specified in its charter)
| Florida | 0-13176 | 59-2007840 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 4400 Biscayne Blvd., Miami, Florida | 33137 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 305-575-4200 |
Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 29, 2011 Non-Invasive Monitoring Systems, Inc. ("NIMS") entered into the Second Amendment (the "Second Amendment") to the Note and Security Agreement dated as of March 31, 2010, and as amended on March 14, 2011 (collectively, the "Agreement") with Hsu Gamma Investments, L.P., an entity controlled by NIMS’ Chairman, Jane H. Hsiao, Ph.D. and Frost Gamma Investments Trust (collectively, the "Lenders"). Pursuant to the terms of the Agreement, the Lenders granted NIMS a revolving credit line (the "Revolver") in the aggregate amount of $1,000,000. The Second Amendment extended the maturity date of the Revolver from July 31, 2011 until July 31, 2012 (the "Maturity Date"). As of the date of the Second Amendment, NIMS had drawn down $1,000,000 under the Agreement. The Second Amendment did not amend any other terms of the Agreement.
The foregoing is only a brief summary of the Second Amendment and does not purport to be complete. Please refer to the Second Amendment, which is attached as Exhibit 10.1 for its full terms.
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.
| Non-Invasive Monitoring Systems, Inc. | ||||
| August 4, 2011 | By: |
James J. Martin
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| Name: James J. Martin | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
Second Amendment to Note and Security Agreement dated July 29, 2011
SECOND AMENDMENT TO NOTE AND SECURITY AGREEMENT
THIS SECOND AMENDMENT ( THE “SECOND AMENDMENT”) DATED JULY 29, 2011 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMNETS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”).
RECITALS
WHEREAS , Borrower and Lender (collectively, the “Parties”) are parties to the Agreement which became effective on March 31, 2010 and which was amended by the First Amendment on March 14, 2011; and
WHEREAS, the Borrower and Lender previously amended the Agreement to extend the Maturity Date (as defined in the Agreement) from March 31, 2011 until July 31, 2011, and
WHEREAS, the Borrowers and Lender desire to amend the Agreement and the First Amendment to extend the Maturity Date from July 31, 2011 until July 31, 2012.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Agreement and this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:
AMENDMENT
1. Section 3 of the Agreement is hereby amended and restated in its entirety as follows:
Payments of Obligations, including Principal and Interest . The principal amount of the Loan evidenced hereby, together with any accrued and unpaid interest, and any and all the Obligations, including unpaid costs, fees and expenses accrued, such as Lender’s Expenses, shall be due and payable in full on July 31, 2012 (the “ Maturity Date ”).
2. Governing Law . This Second Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3. Amendments. Except as expressly amended hereby, the Agreement and First Amendment shall remain unmodified and in full force and effect.
4. Entire Agreement . This Second Amendment and the Agreement and any schedules or exhibits attached to the Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5. Interpretation . Any capitalized terms used in this Second Amendment but not otherwise defined shall have the meaning provided in the Agreement.
6. Counterparts . This Second Amendment may be executed manually, electronically in Adobe® PDF file format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
IN WITNESS WHEREOF , Borrower has duly executed this Second Amendment to the Note and Security Note as of the day and year first above written.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
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By: /s James J. Martin | |
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Name: James J. Martin
Title: Chief Financial Officer |
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Agreed and Accepted:
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FROST GAMMA INVESTMENTS TRUST
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By: Phillip Frost
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Name: Phillip Frost, M.D.
Title: Trustee |
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HSU GAMMA INVESTMENTS, L.P.
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By: Jane H. Hsiao
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Name: Jane H. Hsiao, Ph.D.
Title: General Partner |
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