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 27, 2015 |
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.
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.
Fifth Amendment to Note and Security Agreement
On July 27, 2015, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into the Fifth Amendment (the “Fifth Amendment”) to the Note and Security Agreement dated as of March 31, 2010, as amended (the “Note and Security Agreement”) with HSU Gamma Investments, L.P. (“HSU Gamma”), an entity controlled by NIMS’ Chairman of the Board and Interim Chief Executive Officer, Dr. Hsiao, and Frost Gamma Investments Trust, a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of our common stock (collectively, the “Lenders”). Pursuant to the terms of the Note and Security Agreement, the Lenders granted NIMS a revolving credit line (the “Revolver”) in the aggregate amount of $1,000,000. The Fifth Amendment extended the maturity date of the Revolver from July 31, 2015 until July 31, 2017. As of the date of the Fifth Amendment, NIMS had drawn down $1,000,000 under the Note and Security Agreement. The Fifth Amendment did not amend any other terms of the Note and Security Agreement.
The foregoing is only a brief summary of the Fifth Amendment and does not purport to be complete. Please refer to the Fifth Amendment, which is attached as Exhibit 10.1 for its full terms.
Second Amendment to Marie Wolf Note
On July 27, 2015, NIMS entered into the Second 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 July 31, 2015 until July 31, 2017. No other provisions of the Wolf Note were amended.
The foregoing is only a brief summary of the Second Amendment to the Wolf Note and does not purport to be complete. Please refer to the Second Amendment to the Wolf Note, which is attached as Exhibit 10.2 for its full terms.
Second Amendment to Frost Gamma Investments Trust Note
On July 27, 2015, NIMS entered into the Second Amendment to that certain Promissory Note dated September 12, 2011 in the principal amount of $50,000.00 with Frost Gamma Investments Trust (the “2011 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 2011 Frost Gamma Note was amended from July 31, 2015 until July 31, 2017. No other provisions of the 2011 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2011 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the 2011 Frost Gamma Note, which is attached as Exhibit 10.3 for its full terms.
Second Amendment to Hsu Gamma Investments Note
On July 27, 2015, NIMS entered into the Second Amendment to that certain Promissory Note dated May 30, 2012 in the principal amount of $50,000.00 with Hsu Gamma, an entity controlled by NIMS’ Chairman of the Board and Interim Chief Executive Officer, Dr. Hsiao (the “2012 Hsu Gamma Note”). The maturity date on the 2012 Hsu Gamma Note was amended from July 31, 2015 until July 31, 2017. No other provisions of the 2012 Hsu Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2012 Hsu Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the 2012 Hsu Gamma Note, which is attached as Exhibit 10.4 for its full terms.
Second Amendment to 2013 Hsiao Note
On July 27, 2015, NIMS entered into the Second Amendment to that certain Promissory Note dated February 22, 2013 in the principal amount of $50,000.00 with Dr. Hsiao, NIMS’ Chairman of the Board and Interim Chief Executive Officer (the “2013 Hsiao Note”). The maturity date on the 2013 Hsiao Note was amended from July 31, 2015 until July 31, 2017. No other provisions of the 2013 Hsiao Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2013 Hsiao Note and does not purport to be complete. Please refer to the Second Amendment to the 2013 Hsiao Note, which is attached as Exhibit 10.5 for its full terms.
First Amendment to 2014 Hsiao Note
On July 27, 2015, NIMS entered into the First Amendment to that certain Promissory Note dated September 24, 2014 in the principal amount of $50,000.00 with Dr. Hsiao, NIMS’ Chairman of the Board and Interim Chief Executive Officer (the “2014 Hsiao Note”). The maturity date on the 2014 Hsiao Note was amended from July 31, 2015 until July 31, 2017. No other provisions of the 2014 Hsiao Note were amended.
The foregoing is only a brief summary of the First Amendment to the 2014 Hsiao Note and does not purport to be complete. Please refer to the First Amendment to the 2014 Hsiao Note, which is attached as Exhibit 10.6 for its full terms.
First Amendment to 2015 Hsiao Note
On July 27, 2015, NIMS entered into the First Amendment to that certain Promissory Note dated February 2, 2015 in the principal amount of $50,000.00 with Dr. Hsiao, NIMS’ Chairman of the Board and Interim Chief Executive Officer (the “2015 Hsiao Note”). The maturity date on the 2015 Hsiao Note was amended from July 31, 2015 until July 31, 2017. No other provisions of the 2015 Hsiao Note were amended.
The foregoing is only a brief summary of the First Amendment to the 2015 Hsiao Note and does not purport to be complete. Please refer to the First Amendment to the 2015 Hsiao Note, which is attached as Exhibit 10.7 for its full terms.
First Amendment to Frost Gamma Investments Trust Note
On July 27, 2015, NIMS entered into the First Amendment to that certain Promissory Note dated April 16, 2015 in the principal amount of $100,000.00 with Frost Gamma Investments Trust (the “2015 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 2015 Frost Gamma Note was amended from July 31, 2015 until July 31, 2017. No other provisions of the 2015 Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the 2015 Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the 2015 Frost Gamma Note, which is attached as Exhibit 10.8 for its full terms.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Fifth Amendment dated July 27, 2015 to Note and Security Agreement of Non-Invasive Monitoring Systems, Inc. in favor of HSU Gamma Investments, L.P. and Frost Gamma Investments Trust, dated March 31, 2010.
10.2 Second Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Marie Wolf, dated September 12, 2011.
10.3 Second Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 12, 2011.
10.4 Second Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Hsu Gamma Investments, L.P., dated May 30, 2012.
10.5 Second Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Dr. Hsiao, dated February 22, 2013.
10.6 First Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Dr. Hsiao, dated September 24, 2014.
10.7 First Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Dr. Hsiao, dated February 2, 2015.
10.8 First Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated April 16, 2015.
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. | ||||
| July 30, 2015 | By: |
James J. Martin
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| Name: James J. Martin | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
Fifth Amendment dated July 27, 2015 to Note and Security Agreement of Non-Invasive Monitoring Systems, Inc. in favor of HSU Gamma Investments, L.P. and Frost Gamma Investments Trust, dated March 31, 2010.
Second Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Marie Wolf, dated September 12, 2011.
Second Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated September 12, 2011.
Second Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Hsu Gamma Investments, L.P., dated May 30, 2012.
Second Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Dr. Hsiao, dated February 22, 2013.
First Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Dr. Hsiao, dated September 24, 2014.
First Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Dr. Hsiao, dated February 2, 2015.
First Amendment dated July 27, 2015 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust, dated April 16, 2015.
EXHIBIT 10.1
FIFTH AMENDMENT TO NOTE AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT ( THE “FIFTH AMENDMENT”) DATED JULY 27, 2015 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”), JULY 29, 2011 (THE “SECOND AMENDMENT”), MAY 30, 2012 (THE “THIRD AMENDMENT”), AND APRIL 18, 2013 (THE “FOURTH 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”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT, THIRD AMENDMENT, FOURTH AMENDMENT, AND FIFTH AMENDMENT, SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.
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, by the Second Amendment on July 29, 2011, by the Third Amendment on May 30, 2012, and by the Fourth Amendment on April 13, 2015; and
WHEREAS, the Borrower and Lender entered into the Fourth Amendment which extended the Maturity Date (as originally defined in the Agreement) until July 31, 2015, and
WHEREAS, the Borrower and Lender which to extend the Maturity Date from July 31, 2013 until July 31, 2017, and
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Agreement and this Fifth 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 Amended 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, 2017 (the “ Maturity Date ”).
2. Governing Law . This Fifth 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, the First Amendment, Second Amendment, Third Amendment, and Fourth Amendment shall remain unmodified and in full force and effect.
4. Entire Agreement . This Fifth Amendment and the Amended 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 Fifth Amendment but not otherwise defined shall have the meaning provided in the Agreement.
6. Counterparts . This Fifth 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 Fifth Amendment to the Note and Security Note as of the day and year first above written.
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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: /s/ Philip 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: /s/ Jane H. Hsiao
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Name: Jane H. Hsiao, Ph.D.
Title: General Partner |
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EXHIBIT 10.2
SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT ( THE “SECOND AMENDMENT”) DATED JULY 27, 2015, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF SEPTEMBER 12, 2011 AND AMENDED JULY 31, 2013 (THE “FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND MARIE WOLF (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 12, 2011;
WHEREAS, on July 31, 2013, the Parties amended the Note to extend the Maturity Date from September 12, 2014 until July 31, 2015; and
WHEREAS, the Parties wish to extend the Maturity Date from July 31, 2015 to July 31, 2017.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Second 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, 2017 (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 Note shall remain unmodified and in full force and effect.
4. Entire Agreement . This Second 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 Second Amendment but not otherwise defined shall have the meaning provided in the Note.
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 27 th day of July, 2015.
| 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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By: /s/
Marie Wolf—
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Name: MARIE WOLF
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EXHIBIT 10.3
SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT ( THE “SECOND AMENDMENT”) DATED JULY 27, 2015, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF SEPTEMBER 12, 2011 AND AMENDED ON JULY 31, 2013 (“THE FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 12, 2011;
WHEREAS, on July 31, 2013, the Parties amended the Note to extend the Maturity Date from September 12, 2014 until July 31, 2015; and
WHEREAS , the Parties wish to extend the Maturity Date from July 31, 2015 to July 31, 2017.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Second 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, 2017 (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 Note shall remain unmodified and in full force and effect.
4. Entire Agreement . This Second Amendment and the Amended 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 Second Amendment but not otherwise defined shall have the meaning provided in the Note.
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 27 th day of July, 2015.
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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: /s/ Phillip Frost
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Name: Phillip Frost, M.D.
Title: Trustee |
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EXHIBIT 10.4
SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT ( THE “SECOND AMENDMENT”) DATED JULY 27, 2015, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF MAY 30, 2012 AND AMENDED ON JULY 31, 2013 (“THE FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND HSU GAMMA INVESTMENTS TRUST, L.P. (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND THE SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on May 30, 2012;
WHEREAS, on July 31, 2013, the Parties amended the Note to extend the Maturity Date from September 12, 2014 until July 31, 2015; and
WHEREAS, the Parties wish to extend the Maturity Date from July 31, 2015 to July 31, 2017.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Second 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, 2017 (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 Note shall remain unmodified and in full force and effect.
4. Entire Agreement . This Second 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 Second Amendment but not otherwise defined shall have the meaning provided in the Note.
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 27 th day of July, 2015.
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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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HSU GAMMA INVESTMENTS, L.P.
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By: /s/ Jane H. Hsiao
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Name: Jane H. Hsiao, Ph.D.
Title: General Partner |
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EXHIBIT 10.5
SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT ( THE “SECOND AMENDMENT”) DATED JULY 27, 2015, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF FEBRUARY 22, 2013 AND AMENDED ON JULY 31, 2013 (“THE FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND JANE HSIAO (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, AND SECOND AMENDMENT SHALL BE REFERRED TO AS THE AMENDED NOTE.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on February 22, 2013 ;
WHEREAS, on July 31, 2013, the Parties amended the Note to extend the Maturity Date from September 12, 2014 until July 31, 2015; and
WHEREAS , the Parties wish to extend the Maturity Date from July 31, 2015 to July 31, 2017.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Second 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, 2017 (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 Note shall remain unmodified and in full force and effect.
4. Entire Agreement . This Second Amendment and the Amended 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 Second Amendment but not otherwise defined shall have the meaning provided in the Note.
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 27 th day of July, 2015.
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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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By: /s/ Jane Hsiao
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Name: Jane Hsiao, Ph.D.
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EXHIBIT 10.6
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT ( THE “FIRST AMENDMENT”) DATED JULY 27, 2015, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF SEPTEMBER 24, 2014 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 September 24, 2014; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2015 until July 31, 2017.
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, 2017 (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 27 th day of July, 2015.
| 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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By: /s/
Jane Hsiao—
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Name: Jane Hsiao, Ph.D.
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EXHIBIT 10.7
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT ( THE “FIRST AMENDMENT”) DATED JULY 27, 2015, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF FEBRUARY 2, 2015 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 2, 2015; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2015 until July 31, 2017.
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, 2017 (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 27 th day of July, 2015.
| 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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By: /s/
Jane Hsiao—
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Name: Jane Hsiao, Ph.D.
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EXHIBIT 10.8
FIRST AMENDMENT TO PROMISSORY NOTE
THIS FIRST AMENDMENT ( THE “FIRST AMENDMENT”) DATED JULY 27, 2015, SHALL AMEND THE PROMISSORY NOTE (THE “NOTE”) DATED AS OF APRIL 16, 2015 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 April 16, 2015; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2015 until July 31, 2017.
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, 2017 (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 27 th day of July, 2015.
| 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: /s/
Phillip Frost—
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Name: Phillip Frost, M.D.
Title: Trustee |
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