The reverse merger between Non-Invasive Monitoring Systems and Gravitics was supposed to close by June 30. It is now August, and the deal is still pending. To cover working capital in the meantime, Gravitics borrowed $1 million on August 18 — under terms that make the urgency plain.
The loan, drawn from BZH SPO LLC under an agreement dated August 17, carries stated interest of 4.0% per 30-day period on the original principal. On top of that, an original issue discount of 50% of principal accrues for each 30-day period. The note matures 60 days after funding. If it is not repaid by then, a default premium of 3.0% per 30-day period starts accruing automatically, with no action required by the lender.
That is the cost of keeping the lights on while the merger registration clears the SEC. The loan must be repaid from the proceeds of a public offering that would close alongside the merger. Gravitics is required to direct any money from that offering, or from certain customer contracts, to the lender first.
Non-Invasive Monitoring Systems has signed a guarantee covering all of Gravitics' obligations under the loan. The catch — and it matters — is that the guarantee takes effect only if the merger closes. If the deal collapses before closing, the guarantee terminates automatically and NIMS owes nothing. If it closes, NIMS steps in as co-obligor alongside Gravitics, equally liable.
The merger was announced on March 6, 2026, according to a company press release. Under that agreement, Gravitics stockholders would hold at least 95.5% of the combined company, with existing NIMS shareholders owning up to 4.5%. Gravitics, based in Marysville, Washington, holds a contract with Axiom Space and has worked with the U.S. Space Force, according to CNBC.
The filing does not say why the June 30 closing target was missed, nor when the merger is now expected to close. The long-stop date — the deadline after which the guarantee voids — is defined in the loan agreement but not disclosed in the 8-K.