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, 2018
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
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 13(a) of the Exchange Act. [ ]
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.
Seventh Amendment to Note and Security Agreement
On July 27, 2018, Non-Invasive Monitoring Systems, Inc. (“NIMS”) entered into the Seventh 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 Seventh Amendment extended the maturity date of the Revolver from July 31, 2018 until July 31, 2020. As of the date of the Seventh Amendment, NIMS had drawn down $1,000,000 under the Note and Security Agreement. The Seventh Amendment did not amend any other terms of the Note and Security Agreement.
The foregoing is only a brief summary of the Seventh Amendment and does not purport to be complete. Please refer to the Seventh Amendment, which is attached as Exhibit 10.1 for its full terms.
Fourth Amendment to Marie Wolf Note
On July 27, 2018, NIMS entered into the Fourth 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, 2018 until July 31, 2020. No other provisions of the Wolf Note were amended.
The foregoing is only a brief summary of the Fourth Amendment to the Wolf Note and does not purport to be complete. Please refer to the Fourth Amendment to the Wolf Note, which is attached as Exhibit 10.2 for its full terms.
Fourth Amendment to Frost Gamma Investments Trust Note
On July 27, 2018, NIMS entered into the Fourth 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, 2018 until July 31, 2020. No other provisions of the 2011 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Fourth Amendment to the 2011 Frost Gamma Note and does not purport to be complete. Please refer to the Fourth Amendment to the 2011 Frost Gamma Note, which is attached as Exhibit 10.3 for its full terms.
Fourth Amendment to Hsu Gamma Investments Note
On July 27, 2018, NIMS entered into the Fourth 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. Jane Hsiao (the “2012 Hsu Gamma Note”). The maturity date on the 2012 Hsu Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the 2012 Hsu Gamma Note were amended.
The foregoing is only a brief summary of the Fourth Amendment to the 2012 Hsu Gamma Note and does not purport to be complete. Please refer to the Fourth Amendment to the 2012 Hsu Gamma Note, which is attached as Exhibit 10.4 for its full terms.
Fourth Amendment to 2013 Hsiao Note
On July 27, 2018, NIMS entered into the Fourth Amendment to that certain Promissory Note dated February 22, 2013 in the principal amount of $50,000.00 with Dr. Jane 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, 2018 until July 31, 2020. No other provisions of the 2013 Hsiao Note were amended.
The foregoing is only a brief summary of the Fourth Amendment to the 2013 Hsiao Note and does not purport to be complete. Please refer to the Fourth Amendment to the 2013 Hsiao Note, which is attached as Exhibit 10.5 for its full terms.
Third Amendment to 2014 Hsiao Note
On July 27, 2018, NIMS entered into the Third Amendment to that certain Promissory Note dated September 24, 2014 in the principal amount of $50,000.00 with Dr. Jane 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, 2018 until July 31, 2020. No other provisions of the 2014 Hsiao Note were amended.
The foregoing is only a brief summary of the Third Amendment to the 2014 Hsiao Note and does not purport to be complete. Please refer to the Third Amendment to the 2014 Hsiao Note, which is attached as Exhibit 10.6 for its full terms.
Third Amendment to February 2015 Hsiao Note
On July 27, 2018, NIMS entered into the Third Amendment to that certain Promissory Note dated February 2, 2015 in the principal amount of $50,000.00 with Dr. Jane Hsiao, NIMS’ Chairman of the Board and Interim Chief Executive Officer (the “February 2015 Hsiao Note”). The maturity date on the February 2015 Hsiao Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the February 2015 Hsiao Note were amended.
The foregoing is only a brief summary of the Third Amendment to the February 2015 Hsiao Note and does not purport to be complete. Please refer to the Third Amendment to the February 2015 Hsiao Note, which is attached as Exhibit 10.7 for its full terms.
Third Amendment to Frost Gamma Investments Trust Note
On July 27, 2018, NIMS entered into the Third Amendment to that certain Promissory Note dated April 16, 2015 in the principal amount of $100,000.00 with Frost Gamma Investments Trust (the “April 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 April 2015 Frost Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the April 2015 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Third Amendment to the April 2015 Frost Gamma Note and does not purport to be complete. Please refer to the Third Amendment to the April 2015 Frost Gamma Note, which is attached as Exhibit 10.8 for its full terms.
Second Amendment to Frost Gamma Investments Trust Note
On July 27, 2018, NIMS entered into the Second Amendment to that certain Promissory Note dated August 12, 2015 in the principal amount of $25,000.00 with Frost Gamma Investments Trust (the “August 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 August 2015 Frost Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the August 2015 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the August 2015 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the August 2015 Frost Gamma Note, which is attached as Exhibit 10.9 for its full terms.
Second Amendment to Frost Gamma Investments Trust Note
On July 27, 2018, NIMS entered into the Second Amendment to that certain Promissory Note dated October 27, 2015 in the principal amount of $50,000.00 with Frost Gamma Investments Trust (the “October 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, 2018 until July 31, 2020. No other provisions of the October 2015 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the October 2015 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the October 2015 Frost Gamma Note, which is attached as Exhibit 10.10 for its full terms.
Second Amendment to October 2015 Hsiao Note
On July 27, 2018, NIMS entered into the Second Amendment to that certain Promissory Note dated October 27, 2015 in the principal amount of $50,000.00 with Dr. Jane Hsiao, NIMS’ Chairman of the Board and Interim Chief Executive Officer (the “October 2015 Hsiao Note”). The maturity date on the October 2015 Hsiao Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the October 2015 Hsiao Note were amended.
The foregoing is only a brief summary of the Second Amendment to the October 2015 Hsiao Note and does not purport to be complete. Please refer to the Second Amendment to the October 2015 Hsiao Note, which is attached as Exhibit 10.11 for its full terms.
Second Amendment to Frost Gamma Investments Trust Note
On July 27, 2018, NIMS entered into the Second Amendment to that certain Promissory Note dated June 1, 2016 in the principal amount of $100,000.00 with Frost Gamma Investments Trust (the “2016 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 2016 Frost Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the 2016 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2016 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the 2016 Frost Gamma Note, which is attached as Exhibit 10.12 for its full terms.
Second Amendment to 2016 Hsiao Note
On July 27, 2018, NIMS entered into the Second Amendment to that certain Promissory Note dated June 1, 2016 in the principal amount of $100,000.00 with Dr. Jane Hsiao, NIMS’ Chairman of the Board and Interim Chief Executive Officer (the “2016 Hsiao Note”). The maturity date on the 2016 Hsiao Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the 2016 Hsiao Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2016 Hsiao Note and does not purport to be complete. Please refer to the Second Amendment to the 2016 Hsiao Note, which is attached as Exhibit 10.13 for its full terms.
Second Amendment to Frost Gamma Investments Trust Note
On July 27, 2018, NIMS entered into the Second Amendment to that certain Promissory Note dated April 6, 2017 in the principal amount of $50,000.00 with Frost Gamma Investments Trust (the “April 2017 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 April 2017 Frost Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the April 2017 Frost Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the April 2017 Frost Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the April 2017 Frost Gamma Note, which is attached as Exhibit 10.14 for its full terms.
Second Amendment to Hsu Gamma Investments Note
On July 27, 2018, NIMS entered into the Second Amendment to that certain Promissory Note dated April 6, 2017 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. Jane Hsiao (the “2017 Hsu Gamma Note”). The maturity date on the April Hsu Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the 2017 Hsu Gamma Note were amended.
The foregoing is only a brief summary of the Second Amendment to the 2017 Hsu Gamma Note and does not purport to be complete. Please refer to the Second Amendment to the 2017 Hsu Gamma Note, which is attached as Exhibit 10.15 for its full terms.
First Amendment to Frost Gamma Investments Trust Note
On July 27, 2018, NIMS entered into the First Amendment to that certain Promissory Note dated September 22, 2017 in the principal amount of $50,000 with Frost Gamma Investments Trust (the “September 2017 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 September 2017 Frost Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the September 2017 Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the September 2017 Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the September 2017 Frost Gamma Note, which is attached as Exhibit 10.16 for its full terms.
First Amendment to 2017 Hsiao Note
On July 27, 2018, NIMS entered into the First Amendment to that certain Promissory Note dated September 22, 2017 in the principal amount of $50,000 with Dr. Jane Hsiao, NIMS’ Chairman of the Board and Interim Chief Executive Officer (the “2017 Hsiao Note”). The maturity date on the 2017 Hsiao Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the 2017 Hsiao Note were amended.
The foregoing is only a brief summary of the First Amendment to the 2017 Hsiao Note and does not purport to be complete. Please refer to the First Amendment to the 2017 Hsiao Note, which is attached as Exhibit 10.17 for its full terms.
First Amendment to Frost Gamma Investments Trust Note
On July 27, 2018, NIMS entered into the First Amendment to that certain Promissory Note dated February 15, 2018 in the principal amount of $50,000 with Frost Gamma Investments Trust (the “February 2018 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 February 2018 Frost Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the February 2018 Frost Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the February 2018 Frost Gamma Note and does not purport to be complete. Please refer to the First Amendment to the February 2018 Frost Gamma Note, which is attached as Exhibit 10.18 for its full terms.
First Amendment to Hsu Gamma Investments Note
On July 27, 2018, NIMS entered into the First Amendment to that certain Promissory Note dated February 15, 2018 in the principal amount of $50,000 with Hsu Gamma, an entity controlled by NIMS’ Chairman of the Board and Interim Chief Executive Officer, Dr. Jane Hsiao (the “February 2018 Hsu Gamma Note”). The maturity date on the February 2018 Hsu Gamma Note was amended from July 31, 2018 until July 31, 2020. No other provisions of the February 2018 Hsu Gamma Note were amended.
The foregoing is only a brief summary of the First Amendment to the February 2018 Hsu Gamma Note and does not purport to be complete. Please refer to the First Amendment to the February 2018 Hsu Gamma Note, which is attached as Exhibit 10.19 for its full terms.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 2, 2018 | By: | /s/ James J. Martin |
| Name: | James J. Martin | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
seventh AMENDMENT TO NOTE AND SECURITY AGREEMENT
THIS seventh Amendment (THE “SEVENTH AMENDMENT”) DATED July 27, 2018 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”), April 8, 2013 (the “Fourth Amendment”), July 27, 2015 (THE “FIFTH AMENDMENT”) and july 20, 2017 (the “sixth amendment”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMENTS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT, THIRD AMENDMENT, FOURTH AMENDMENT, FIFTH AMENDMENT, SIXTH AMENDMENT, AND SEVENTH 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, by the Fourth Amendment on April 8, 2013, by the Fifth Amendment on July 27, 2015 and Six Amendment on July 20, 2017; and
WHEREAS, the Borrower and Lender entered into the Sixth Amendment which extended the Maturity Date (as originally defined in the Agreement) until July 31, 2018, and
WHEREAS, the Borrower and Lender which to extend the Maturity Date from July 31, 2018 until July 31, 2020, and
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Agreement and this Seventh 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, 2020 (the “ Maturity Date ”).
2. Governing Law . This Seventh 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, Fourth Amendment, Fifth Amendment and Sixth Amendment shall remain unmodified and in full force and effect.
4. Entire Agreement . This Seventh 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 Seventh Amendment but not otherwise defined shall have the meaning provided in the Agreement.
6. Counterparts . This Seventh 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 Seventh Amendment to the Note and Security Note as of the day and year first above written.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||||
| By: |
/s/ James J. Martin |
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| Name: | James J. Martin | |||
| Title: | Chief Financial Officer | |||
| Agreed and Accepted: | ||||
| FROST GAMMA INVESTMENTS TRUST | ||||
| By: |
/s/ Phillip Frost, M.D. |
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| Name: | Phillip Frost, M.D. | |||
| Title: | Trustee | |||
| HSU GAMMA INVESTMENTS, L.P. | ||||
| By: |
/s/ Jane H. Hsiao, Ph.D. |
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| Name: |
Jane H. Hsiao, Ph.D.
|
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| Title: | General Partner | |||
Exhibit 10.2
Fourth AMENDMENT TO Promissory note
THIS Fourth Amendment (THE “THIRD AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF september 12, 2011 and AS amended on july 31, 2013 (the “first amendment”), JULY 27, 2015 (THE “SECOND AMENDMENT”), and July 20, 2017 (The “Third Amendment) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, AND THE FOURTH 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 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS , the Parties wish to extend the Maturity Date from July 31, 2018 to July 31, 2020.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Fourth 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, 2020 (the “Maturity Date”).
2 . Governing Law . This Fourth 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 Fourth 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 Fourth Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This Fourth 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 Fourth Amendment to the Note and Security Note as of the 27th day of July, 2018.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||||
| By: | /s/ James J. Martin | |||
| Name: | James J. Martin | |||
| Title: |
Chief Financial Officer
|
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| Agreed and Accepted: | ||||
| FROST GAMMA INVESTMENTS TRUST | ||||
| By: |
/s/ Phillip Frost, M.D.
|
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| Name: |
Phillip Frost, M.D.
|
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| Title: | Trustee | |||
Exhibit 10.3
Fourth AMENDMENT TO Promissory note
THIS Fourth Amendment (THE “FOURTH AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF september 12, 2011 AND AS amended July 31, 2013 (the “First Amendment”), july 27, 2015 (the “Second amendment), and July 20, 2017 (The “Third AMendment”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND marie wolf (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, AND THE FOURTH 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 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties wish to extend the Maturity Date from July 31, 2018 to July 31, 2020.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Fourth 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, 2020 (the “Maturity Date”).
2. Governing Law . This Fourth 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 Fourth 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 Fourth Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This Fourth 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 Fourth Amendment to the Note and Security Note as of the 27th day of July, 2018.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||||
| By: |
/s/ James J. Martin
|
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| Name: |
James J. Martin
|
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| Title: |
Chief Financial Officer
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| Agreed and Accepted: | ||||
| By: | /s/ Marie Wolf | |||
| Name: |
MARIE WOLF
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Exhibit 10.4
Fourth AMENDMENT TO Promissory note
THIS Fourth Amendment (THE “FOURTH AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF may 30, 2012 AND AS amended on july 31, 2013 (the “first amendment”), july 27, 2015 (The “Second amendment”), And July 20, 2017 (The “THIRD 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, THE SECOND AMENDMENT, THE THIRD AMENDMENT, AND THE FOURTH 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 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties wish to extend the Maturity Date from July 31, 2018 to July 31, 2020.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Fourth 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, 2020 (the “Maturity Date”).
2. Governing Law . This Fourth 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 Fourth 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 Fourth Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This Fourth 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 Fourth Amendment to the Note and Security Note as of the 27th day of July, 2018.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||||
| By: |
/s/ James J. Martin
|
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| Name: |
James J. Martin
|
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| Title: | Chief Financial Officer | |||
| Agreed and Accepted: | ||||
| HSU GAMMA INVESTMENTS, L.P. | ||||
| By: | /s/ Jane H. Hsiao, Ph.D. | |||
| Name: |
Jane H. Hsiao, Ph.D.
|
|||
| Title: |
General Partner
|
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Exhibit 10.5
fourth AMENDMENT TO Promissory note
THIS fourth Amendment (THE “FOURTH AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF FEBRUARY 22, 2013 and AS amended on july 31, 2013 (the “first amendment”), JULY 27, 2015 (the “second amendment”), AND JULY 20, 2017 (THE “THIRD AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND JANE HSIAO (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, AND THE FOURTH 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 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS , the Parties wish to extend the Maturity Date from July 31, 2018 to July 31, 2020.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Fourth 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, 2020 (the “Maturity Date”).
2. Governing Law . This Fourth 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 Fourth 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 Fourth Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This Fourth 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 Fourth Amendment to the Note and Security Note as of the 27th day of July, 2018.
| 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, Ph.D.
|
|||
|
Name:
|
Jane Hsiao, Ph.D. | |||
Exhibit 10.6
Third AMENDMENT TO Promissory note
THIS Third Amendment (THE “SECOND AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF september 24, 2014 and amended on july 27, 2015 (the “first amendment”), and July 20, 2017 (The “Second Amendment”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND JANE HSIAO (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, AND THE THIRD 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 24, 2014;
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Third 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, 2020 (the “Maturity Date”).
2. Governing Law . This Third 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 Third 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 Third Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This Third 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 Third Amendment to the Note and Security Note as of the 27th day of July, 2018.
| 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, Ph.D. | |||
| Name: |
Jane Hsiao, Ph.D.
|
|||
Exhibit 10.7
Third AMENDMENT TO Promissory note
THIS Third Amendment (THE “THIRD AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF FEBRUARY 2, 2015 and amended on july 27, 2015 (the “first amendment”), AND July 20, 2017 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND JANE HSIAO (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, AND THE THIRD 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 2, 2015; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Third 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, 2020 (the “Maturity Date”).
2. Governing Law . This Third 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 Third 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 Third Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This Third 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 Third Amendment to the Note and Security Note as of the 27th day of July, 2018.
| 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, Ph.D.
|
|||
|
Name:
|
Jane Hsiao, Ph.D. | |||
Exhibit 10.8
third AMENDMENT TO Promissory note
THIS third Amendment (THE “THIRD AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF April 16, 2015 and amended on july 27, 2015 (“the first amendment”), AND JULY 20, 2017 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW. THE NOTE, THE FIRST AMENDMENT, THE SECOND AMENDMENT, AND THE THIRD 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 April 16, 2015; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Note and this Third 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, 2020 (the “Maturity Date”).
2. Governing Law . This Third 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 Third 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 Third Amendment but not otherwise defined shall have the meaning provided in the Note.
6. Counterparts . This Third 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 Third Amendment to the Note and Security Note as of the 27th day of July, 2018.
| 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, M.D. | |||
| Name: | Phillip Frost, M.D. | |||
| Title: | Trustee | |||
Exhibit 10.9
SECOND AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF August 12, 2015 AND AMENDED ON JULY 20, 2017 (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 August 12, 2015; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| 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, M.D. | |||
| Name: | Phillip Frost, M.D. | |||
| Title: | Trustee | |||
Exhibit 10.10
Second AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF OCTOBER 27, 2015 AND AMENDED ON JULY 20, 2017 (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 October 27, 2015; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| 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, M.D. | |||
| Name: | Phillip Frost, M.D. | |||
| Title: | Trustee | |||
Exhibit 10.11
Second AMENDMENT TO Promissory note
THIS Second Amendment (THE “SECOND AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF OCTOBER 27, 2015 AND AMENDED ON JULY 20, 2017 (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 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 October 27, 2015; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| 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, Ph.D. | |||
| Name: | Jane Hsiao, Ph.D. | |||
Exhibit 10.12
Second AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF JUNE 1, 2016 AND AMENDED ON JULY 20, 2017 (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 June 1, 2016; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| 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, M.D. | |||
| Name: | Phillip Frost, M.D. | |||
| Title: | Trustee | |||
Exhibit 10.13
SECOND AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF JUNE 1, 2016 AND AMENDED ON JULY 20, 2017 (THE “FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND Hsu Gamma Investments, 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 June 1, 2016; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
|
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, Ph.D. | |||
| Name: | Jane H. Hsiao, Ph.D. | |||
| Title: | General Partner | |||
Exhibit 10.14
SECOND AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF April 6, 2017 AND AMENDED ON JULY 20, 2017 (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 April 6, 2017; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| 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, M.D. | |||
| Name: | Phillip Frost, M.D. | |||
| Title: | Trustee | |||
Exhibit 10.15
SECOND AMENDMENT TO Promissory note
THIS SECOND Amendment (THE “SECOND AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF April 6, 2017 AND AMENDED ON JULY 20, 2017 (THE “FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND Hsu Gamma Investments, 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 April 6, 2017; and
WHEREAS, on July 20, 2017, the Parties amended the Note to extend the Maturity Date from July 31, 2017 until July 31, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| 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, Ph.D. | |||
| Name: | Jane H. Hsiao, Ph.D. | |||
|
Title:
|
General Partner | |||
Exhibit 10.16
First AMENDMENT TO Promissory note
THIS FIRST Amendment (THE “FIRST AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF SEPTEmBER 22, 2017 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 22, 2017; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||||
| By: | /s/ James J. Martin | |||
|
Name:
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James J. Martin | |||
|
Title:
|
Chief Financial Officer | |||
| Agreed and Accepted: | ||||
| FROST GAMMA INVESTMENTS TRUST | ||||
|
By:
|
/s/ Phillip Frost, M.D. | |||
| Name: | Phillip Frost, M.D. | |||
| Title: | Trustee | |||
Exhibit 10.17
First AMENDMENT TO Promissory note
THIS FIRST Amendment (THE “FIRST AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF SEPTEMBEr 22, 2017 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 22, 2017; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| 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, Ph.D. | |||
| Name: | Jane Hsiao, Ph.D. | |||
Exhibit 10.18
First AMENDMENT TO Promissory note
THIS FIRST Amendment (THE “FIRST AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF FEBRUARY 15, 2018 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 February 15, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2020 (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 27th day of July, 2018.
| 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, M.D. | |||
| Name: | Phillip Frost, M.D. | |||
| Title: | Trustee | |||
Exhibit 10.19
First AMENDMENT TO Promissory note
THIS FIRST Amendment (THE “FIRST AMENDMENT”) DATED July 27, 2018, shall amend the Promissory note (THE “NOTE”) dated AS OF february 15, 2018 AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND Hsu Gamma Investments, l.p. (THE “PAYEE”) AS NOTED BELOW.
RECITALS
WHEREAS , Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on February 15, 2018; and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from July 31, 2018 until July 31, 2020.
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, 2018 (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 27th day of July, 2018.
| 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, Ph.D. | |||
|
Name:
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Jane H. Hsiao, Ph.D. | |||
|
Title: |
General Partner | |||