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 31, 2013 |
Non-Invasive Monitoring Systems, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Florida | 0-13176 | 59-2007840 |
|
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 4400 Biscayne Blvd., Miami, Florida | 33137 | |
|
_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
| Registrant’s telephone number, including area code: | 305-575-4200 |
Not Applicable
______________________________________________
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.
See Item 2.03.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
First Amendment to Marie Wolf Note
On July 31, 2013, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into the First Amendment to that certain Promissory Note dated September 12, 2011 in the principal amount of $50,000.00 with Marie Wolf (the “Wolf Note”). The maturity date on the Wolf Note was amended from September 12, 2014 until July 31, 2015. No other provisions of the Wolf Note were amended.
The foregoing is only a brief summary of the First Amendment to the Wolf Note and does not purport to be complete. Please refer to the First Amendment to the Wolf Note, which is attached as Exhibit 10.1 for its full terms.
First Amendment to Frost Gamma Investments Trust Note
On July 31, 2013, NIMS entered into the First Amendment to that certain Promissory Note dated September 12, 2011 in the principal amount of $50,000.00 with Frost Gamma Investments Trust (the “Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of our common stock. The maturity date on the Frost Gamma Note was amended from September 12, 2014 until July 31, 2015. No other provisions of the Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the Frost Gamma Note, which is attached as Exhibit 10.2 for its full terms.
First Amendment to Hsu Gamma Investments Note
On July 31, 2013, NIMS entered into the First Amendment to that certain Promissory Note dated May 30, 2012 in the principal amount of $50,000.00 with Hsu Gamma Investments, L.P. (“Hsu Gamma”), an entity controlled by NIMS’ Chairman of the Board and Interim Chief Executive Officer, Jane H. Hsiao, (the “Hsu Gamma Note”). The maturity date on the Hsu Gamma Note was amended from September 12, 2014 until July 31, 2015. No other provisions of the Hsu Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the Hsu Gamma Note and does not purport to be complete. Please refer to the First Amendment to the Hsu Gamma Note, which is attached as Exhibit 10.3 for its full terms.
First Amendment to Hsiao Note
On July 31, 2013, NIMS entered into the First Amendment to that certain Promissory Note dated February 22, 2013 in the principal amount of $50,000.00 with Jane Hsiao, NIMS’ Chairman of the Board and Interim Chief Executive Officer (the “Hsiao Note”). The maturity date on the Hsiao Note was amended from September 12, 2014 until July 31, 2015. No other provisions of the Hsiao Note were amended.
The foregoing is only a brief summary of the First Amendment to the Hsiao Note and does not purport to be complete. Please refer to the First Amendment to the Hsiao Note, which is attached as Exhibit 10.4 for its full terms.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 First Amendment dated July 31, 2013 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Marie Wolf, dated September 12, 2011.
10.2 First Amendment dated July 31, 2013 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 12, 2011.
10.3 First Amendment dated July 31, 2013 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Hsu Gamma Investments, L.P., dated May 30, 2012.
10.4 First Amendment dated July 31, 2013 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated February 22, 2013.
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 6, 2013 | By: |
/s/ James Martin
|
||
|
|
||||
| Name: James Martin | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
First Amendment dated July 31, 2013 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Marie Wolf, dated September 12, 2011
First Amendment dated July 31, 2013 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 12, 2011
First Amendment dated July 31, 2013 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Hsu Gamma Investments, L.P., dated May 30, 2012
First Amendment dated July 31, 2013 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao, dated February 22, 2013
EXHIBIT 10.1
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT ( THE “FIRST AMENDMENT”) DATED JULY 31, 2013, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF SEPTEMBER 12, 2011 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND MARIE WOLF (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 12, 2011; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from September 12, 2014 until July 31, 2015.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
| 1. | Section 1 of the Note is hereby amended and restated in its entirety as follows: |
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on July 31, 2015 (the “Maturity Date”).
2. Governing Law . This First 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 Note shall remain unmodified and in full force and effect.
4. Entire Agreement . This First Amendment and the Note 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 First Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This First 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 First Amendment to the Note and Security Note as of the 31 st day of July, 2013.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
|
|
By: /s/ James J. Martin | |
|
|
||
|
|
Name: James J. Martin
Title: Chief Financial Officer |
|
|
Agreed and Accepted:
|
|
|
|
By: /s/ Marie Wolf
|
|
|
|
|
|
|
|
Name: MARIE WOLF
|
|
EXHIBIT 10.2
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT ( THE “FIRST AMENDMENT”) DATED JULY 31, 2013, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF SEPTEMBER 12, 2011 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 12, 2011; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from September 12, 2014 until July 31, 2015.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
| 1. | Section 1 of the Note is hereby amended and restated in its entirety as follows: |
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on July 31, 2015 (the “Maturity Date”).
2. Governing Law . This First 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 Note shall remain unmodified and in full force and effect.
4. Entire Agreement . This First Amendment and the Note 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 First Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This First 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 First Amendment to the Note and Security Note as of the 31 st day of July, 2013.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
|
|
By: /s/ James J. Martin | |
|
|
||
|
|
Name: James J. Martin
Title: Chief Financial Officer |
|
|
Agreed and Accepted:
|
|
|
|
FROST GAMMA INVESTMENTS TRUST
|
|
|
|
By: /s/ Phillip Frost
|
|
|
|
|
|
|
|
Name: Phillip Frost, M.D.
Title: Trustee |
|
EXHIBIT 10.3
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT ( THE “FIRST AMENDMENT”) DATED JULY 31, 2013, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF MAY 30, 2012 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND HSU GAMMA INVESTMENTS TRUST, L.P. (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on May 30, 2012; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from September 12, 2014 until July 31, 2015.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
| 1. | Section 1 of the Note is hereby amended and restated in its entirety as follows: |
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on July 31, 2015 (the “Maturity Date”).
2. Governing Law . This First 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 Note shall remain unmodified and in full force and effect.
4. Entire Agreement . This First Amendment and the Note 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 First Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This First 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 First Amendment to the Note and Security Note as of the 31 st day of July, 2013.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
|
|
By: /s/ James J. Martin | |
|
|
||
|
|
Name: James J. Martin
Title: Chief Financial Officer |
|
|
Agreed and Accepted:
|
|
|
|
HSU GAMMA INVESTMENTS, L.P.
|
|
|
|
By: /s/ Jane H. Hsiao
|
|
|
|
|
|
|
|
Name: Jane H. Hsiao, Ph.D.
Title: General Partner |
|
EXHIBIT 10.4
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT ( THE “FIRST AMENDMENT”) DATED JULY 31, 2013, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF FEBRUARY 22, 2013 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND JANE HSIAO (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on February 22, 2013; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from September 12, 2014 until July 31, 2015.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AMENDMENT
| 1. | Section 1 of the Note is hereby amended and restated in its entirety as follows: |
The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on July 31, 2015 (the “Maturity Date”).
2. Governing Law . This First 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 Note shall remain unmodified and in full force and effect.
4. Entire Agreement . This First Amendment and the Note 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 First Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This First 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 First Amendment to the Note and Security Note as of the 31 st day of July, 2013.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
|
|
By: /s/ James J. Martin | |
|
|
||
|
|
Name: James J. Martin
Title: Chief Financial Officer |
|
|
Agreed and Accepted:
|
|
|
|
By: /s/ Jane Hsiao
|
|
|
|
|
|
|
|
Name: Jane Hsiao
|
|