Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-K

(Mark One)

☒	Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

	For the fiscal year ended July 31, 2024

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the Transition Period from _____________________ to ____________________

Commission File Number 000-13176

NON-INVASIVE MONITORING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Florida

59-2007840

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

4400 Biscayne Blvd., Suite 180, Miami, Florida 33137

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (305) 575-4200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock $0.01 par value per share		NIMU		OTC Pink

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

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 of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of January 31, 2024 was: $2.2 million.

As of October 25, 2024, there were 154,810,655 shares of common stock, $0.01 par value outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

Non-Invasive Monitoring Systems, INC.

TABLE OF CONTENTS FOR FORM 10-K

PART I		4

Item 1.	Business.	4

Item 1A.	Risk Factors.	4

ITEM 1C.	CYBERSECURITY.	7

Item 2.	Properties.	7

Item 3.	Legal Proceedings.	7

Item 4.	Mine Safety Disclosures.	7

PART II		8

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8

Item 6.	Reserved	8

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	9

Item 8.	Financial Statements and Supplementary Data.	10

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	23

Item 9A(T).	Controls and Procedures.	23

Item 9B.	Other Information.	23

ITEM 9C.	Disclosure regarding foreign jurisdictions that prevent inspections	23

PART III		24

Item 10.	Directors, Executive Officers and Corporate Governance.	24

Item 11.	Executive Compensation.	27

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	28

Item 13.	Certain Relationships and Related Transactions, and Director Independence.	29

Item 14.	Principal Accountant Fees and Services.	29

PART IV		30

Item 15.	Exhibits, Financial Statement Schedules	30

SIGNATURES		31

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains, in addition to historical information, certain forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our business, financial results, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results described in forward-looking statements. These factors include those set forth below as well as those contained in “Item 1A - Risk Factors” of this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission (“SEC”). We do not undertake any obligation to update forward-looking statements, except as required by applicable law. These forward-looking statements reflect our views only as of the date they are made with respect to future events and financial performance.

Risks and uncertainties, the occurrence of which could adversely affect our business, include the following:

	●	We have a history of operating losses, we do not expect to become profitable in the near future and absent additional equity or debt financing, we may be unable to continue as a going concern.

	●	We will require additional funding, which may not be available to us on acceptable terms, or at all.

	●	We do not anticipate paying dividends on our common stock in the foreseeable future.

	●	Because our common stock is a “penny stock,” it may be more difficult for investors to sell shares of our Common Stock, and the market price of our common stock may be adversely affected.

	●	Our stock price has been volatile and there may not be an active, liquid trading market for our common stock.

	●	Our quarterly results of operations will fluctuate, and these fluctuations could cause our stock price to decline.

	●	Shareholders may experience dilution of ownership interests because of the future issuance of additional shares of our common stock and our preferred stock.

* * * * *

PART I

Item 1. Business.

General

Non-Invasive Monitoring Systems, Inc. (together with its consolidated subsidiaries, the “Company,” “NIMS,” “we,” “us” or “our”) was incorporated under the laws of the State of Florida on July 16, 1980. The Company’s offices are located at 4400 Biscayne Boulevard, Miami, Florida, 33137 and its telephone number is (305) 575-4200.

Company Overview

Our primary business previously consisted of research, development, manufacturing, marketing and sales of non-invasive, motorized, whole body periodic acceleration (“WBPA”) platforms. These therapeutic acceleration platforms are intended as aids to temporarily increase local circulation for temporary relief of minor aches and pains, produce local muscle relaxation and reduce morning stiffness.

In May 2019, we effectively discontinued operations. The Company is a shell company as defined in Rule 12b-2 of the Exchange Act.

Products

We currently have no inventory and do not have any of our products available for sale.

Item 1A. Risk Factors.

Our future operating results may vary substantially from anticipated results due to a number of factors, many of which are beyond our control. The following discussion highlights some of these factors and the possible impact of these factors on our future results of operations. If any of the following events actually occurs, our business, financial condition or results of operations could be materially harmed. In that case, the value of our common stock could decline substantially.

Risks Relating to Our Business.

We have a history of operating losses, we do not expect to become profitable in the near future and absent additional equity or debt financing, we may be unable to continue as a going concern.

Our consolidated financial statements for the years ended July 31, 2024 and 2023 were prepared on a “going concern” basis; however substantial doubt exists about our ability to continue as a going concern as a result of recurring losses and an accumulated deficit. We are not profitable and have been incurring material losses. Our net losses for our fiscal years ended July 31, 2024 and 2023 were $113,000 and $199,000 respectively. As of July 31, 2024, we had an accumulated deficit of $29.0 million. The Company had $25,000 of cash at July 31, 2024 and negative working capital of approximately $127,000. Absent additional equity or debt financing, we will be unable to continue as a going concern, and you may lose all your investment in us.

We will require additional funding, which may not be available to us on acceptable terms, or at all.

We will need to raise additional capital in order for us to continue as a going concern. We will need to finance future cash needs primarily through public or private equity offerings, debt financings, mergers or acquisitions. We do not know whether additional funding will be available on acceptable terms, or at all. We cannot assure you that we could obtain such approval. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution, and debt financing, if available, may require that we agree to covenants that restrict our operations. To the extent that we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our products or grant licenses on terms that may not be favorable to us.

We may be exposed to risks relating to management’s assessment of our disclosure controls and procedures and internal controls over financial reporting.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired. We have identified material weaknesses in our internal controls, and we cannot provide assurances that these material weaknesses will be effectively remediated, or that additional material weaknesses will not occur in the future.

We are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.

Furthermore, we cannot be certain that our efforts will be sufficient to remediate current or prevent future material weaknesses or significant deficiencies from occurring.

The internal control procedures over the completeness and accuracy of the general ledger information and the risk assessment process are not formally documented and may not be designed and operate with a level of precision adequate to prevent or detect misstatements.

Risks Relating to Corporate Governance

Because we do not currently have an audit or compensation committee made up of independent directors, shareholders will have to rely on our directors, only one of whom is independent, to perform these functions.

Currently, we do not have an independent audit committee. Our one independent director along with the other Directors functions as our audit committee and is comprised of four directors, three of whom are not considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. An independent audit committee plays a crucial role in the corporate governance process, assessment of the Company’s processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and its ability to pursue the committee’s responsibilities, this could compromise management of our business.

We do not have a functioning compensation committee comprised of independent directors. The Board of Directors performs these functions as a whole. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Risks Relating to Our Stock.

We do not anticipate paying dividends on our common stock in the foreseeable future.

We have not declared and paid cash dividends on our common stock in the past, and we do not anticipate paying any cash dividends in the foreseeable future. We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases and you sell your shares.

Because our common stock is a “penny stock,” it may be more difficult for investors to sell shares of our common stock, and the market price of our common stock may be adversely affected.

Our common stock, which trades on the OTC PINK, is a “penny stock” since, among other things, the stock price is below $5.00 per share, it is not listed on a national securities exchange, and it has not met certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the penny stock rules, the investor may be able to cancel its purchase and get its money back.

If applicable, the penny stock rules may make it difficult for investors to sell their shares of our common stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our common stock may be adversely affected. Also, many brokers choose not to participate in penny stock transactions. Accordingly, investors may not always be able to resell their shares of our common stock publicly at times and prices acceptable to them.

Our stock price has been volatile and there may not be an active, liquid trading market for our common stock.

Our stock price has experienced significant price and volume fluctuations and may continue to experience volatility in the future. The price of our common stock has ranged between $0.00 and $0.04 for the 52-week period ended July 31, 2024. Many factors, including those described in this report and others, have a significant impact on the price of our common stock. Also, you may not be able to sell your shares at the best market price if trading in our stock in not active or if the volume is low. There is no guarantee that an active trading market for our common stock will be maintained on the OTC PINK or elsewhere.

Our quarterly results of operations may fluctuate, and these fluctuations could cause our stock price to decline.

Our quarterly operating results may fluctuate in the future. These fluctuations could cause our stock price to decline. As a result, in some future quarters our financial or operating results may not meet the expectations of potential securities analysts and investors which could result in a decline in the price of our stock.

Shareholders may experience dilution of ownership interests because of the future issuance of additional shares of our common stock and our preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present shareholders. We are currently authorized to issue an aggregate of 401,000,000 shares of capital stock, consisting of 400,000,000 shares of common stock and 1,000,000 designated shares of preferred stock with preferences and rights to be determined by our Board of Directors. As of October 25, 2024, there were outstanding 154,810,655 shares of our common stock, 100 shares of our Series B preferred stock and there were no outstanding options to purchase shares of our common stock. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We may issue additional shares, warrants or other convertible securities in the future in conjunction with capital raising efforts, including at a price (or exercise price) below the price at which shares of our common stock are then currently traded on the OTC PINK.

Item 1B. Other Information

None

Item 1C. Cybersecurity

We are currently a shell company with no business operations. Since May 2019, we have been in search of a suitable merger or acquisition candidate. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our Board of Directors is generally responsible for the oversight of risks from cybersecurity threats, if there is any.

However, the Company consistently evaluates risks from cybersecurity threats, monitors its information systems for potential vulnerabilities, and tests these systems according to its cybersecurity policies, standards, processes, and practices. These measures are integrated into the Company’s overall risk management system to protect its information systems from cybersecurity threats. The Company also has the option to engage a third-party contractor if a cyber threat arises.

Item 2. Properties.

Our principal corporate office is located at 4400 Biscayne Blvd., Miami, Florida. We occupy this space from Frost Real Estate Holdings, LLC, which is a company controlled by Dr. Phillip Frost, a member of the Board of Directors and one of our largest beneficial shareholders. We previously leased the approximately 1,800 square feet under a lease agreement, which commenced with a five-year term on January 1, 2008 and expired on December 31, 2012, and then we went on a month-to-month basis and then in February 2016 the office space rent was reduced to $0 per month.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for common stock

Our common stock is quoted on the OTC PINK under the symbol NIMU.OB. The table below sets forth, for the respective periods indicated, the high and low bid prices for the Company’s common stock as reported by the OTC PINK. The following bid quotations represent inter-dealer prices, without adjustments for retail mark-ups, mark-downs or commissions and may not necessarily represent actual transactions.

Quarter Ended	High		Low
October 31, 2022	$	0.02	$	0.01
January 31, 2023	$	0.04	$	0.01
April 30, 2023	$	0.04	$	0.02
July 31, 2023	$	0.03	$	0.02
October 31, 2023	$	0.04	$	0.02
January 31, 2024	$	0.02	$	0.01
April 30, 2024	$	0.02	$	0.00
July 31, 2024	$	0.02	$	0.01

Since our inception, we have not paid any dividends on our common stock, and we do not anticipate that we will pay dividends in the foreseeable future. At July 31, 2024, we had 1,389 shareholders of record based on information provided by our transfer agent, Equity Stock Transfer. We believe that the actual number of beneficial shareholders is considerably higher.

Recent Sales of Unregistered Securities and Use of Proceeds.

None

Issuer Purchases of Equity Securities

None

Item 6. [Reserved].

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Annual Report on Form 10-K contains, in addition to historical information, certain forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those set forth below as well as those contained in “Item 1A - Risk Factors” of this Annual Report on Form 10-K. We do not undertake any obligation to update forward-looking statements, except as required by applicable law. These forward-looking statements reflect our views only as of the date they are made with respect to future events and financial performance.

Overview

We previously were engaged in the development, manufacture and marketing of non-invasive, whole body periodic acceleration (“WBPA”) therapeutic platforms, which are motorized platforms that move a subject repetitively head to foot. The Company discontinued operations in May 2019, accordingly, certain assets, liabilities and expenses are classified as discontinued operations.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. A more detailed discussion on the application of these and other accounting policies can be found in Note 2 in the Notes to the Consolidated Financial Statements set forth in Item 8 of this Annual Report on Form 10-K. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

Results of Operations

We have discontinued operations in May 2019. The Company is assessing potential mergers and acquisitions.

Year Ended July 31, 2024 Compared to Year Ended July 31, 2023

General and administrative costs and expenses. General and administrative (“G&A”) costs and expenses was $177,000 for the year ended July 31, 2024, as compared to $169,000 for the year ended July 31, 2023. This $8,000 net increase was primarily associated with professional fees incurred in the year ended July 31, 2024.

An accounts payable adjustment resulting in a reduction of $118,000 was made in the year ended July 31, 2024 (see Note 9).

Total operating costs and expenses. Total operating costs and expenses from continuing operations was $59,000 for the year ended July 31, 2024, as compared to $169,000 for the year ended July 31, 2023. This $110,000 decrease was primarily due to a $118,000 accounts payable adjustment (see Note 9) offset by a $8,000 increase in professional fees.

Interest expense. Net interest expense was $54,000 for the year ended July 31, 2024, as compared to $30,000 for the year ended July 31, 2023. The interest expense is related to the Promissory Notes described in Note 8 to the accompanying consolidated financial statements.

Net loss. Net loss was $113,000 for the year ended July 31, 2024, as compared to $199,000 for the year ended July 31, 2023. This $86,000 decrease was primarily attributable to a $118,000 accounts payable adjustment (see Note 9) offset by a $32,000 increase is primarily attributable to interest expense and professional fees.

Liquidity and Capital Resources

Our operations have been primarily financed through private sales of our equity securities and notes received from related parties.

At July 31, 2024, we had cash of $25,000 and negative working capital of approximately $127,000. We expect that our existing funds will not be sufficient to support our current operations over the next twelve months. No assurance can be given that such additional financing will be available on acceptable terms or at all. Our ability to sell additional shares of our stock and/or borrow cash could be materially adversely affected by the economic uncertainty in the global equity and credit markets. Current economic conditions have been, and continue to be, volatile, and continued instability in these market conditions may limit our ability to access the capital necessary to fund and grow our business and to replace, in a timely manner, maturing liabilities.

Net cash used in operating activities increased to $182,000 for the year ended July 31, 2024 as compared to $158,000 for the year ended July 31, 2023. This $24,000 increase was principally due to increases in cash used for accounts payable and accrued expenses.

On August 15, 2023, we entered into a Promissory Note in the principal amount of $200,000 with Frost Gamma Investments Trust (the “2023 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2023 Frost Gamma Note is 11% per annum, payable on the maturity date of July 31, 2025 (the “Maturity Date”). The 2023 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty.

On September 16, 2022, we entered into two Promissory Notes in the principal amount of $75,000 each with Frost Gamma Investments Trust (the “2022 Frost Gamma Note), a trust controlled by Dr. Phillip Frost, a current director, and with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “2022 Hsiao Note”), both which beneficially own in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2022 Frost Gamma Note and 2022 Hsiao Note is 11% per annum, payable on the Maturity Date of July 31, 2025, as amended on August 15, 2023. The 2022 Frost Gamma Note and 2022 Hsiao Note may be prepaid in advance of the Maturity Date without penalty.

Our plans include assessing potential mergers and acquisitions. We will need to raise additional capital. There can be no assurance that we will be able to raise additional capital on terms acceptable to us or at all.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company as defined in Rule 12b-2 of the Exchange Act, we are not required to include the information otherwise required by this item.

Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm (PCAOB ID 572)	11

Report of Independent Registered Public Accounting Firm (PCAOB ID 274)	12

Consolidated Balance Sheets at July 31, 2024 and 2023	13

Consolidated Statements of Operations for the years ended July 31, 2024 and 2023	14

Consolidated Statements of Changes in Shareholders’ Deficit for the years ended July 31, 2024 and 2023	15

Consolidated Statements of Cash Flows for the years ended July 31, 2024 and 2023	16

Notes to Consolidated Financial Statements	17

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

Non-Invasive Monitoring Systems, Inc.

Miami, Florida

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Non-Invasive Monitoring Systems, Inc. (the “Company”) as of July 31, 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ deficit, and cash flows for the year then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2024, and the results of its consolidated operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company incurred a net loss and used cash in operations during the year ended July 31, 2024, and the Company had a shareholders’ deficit as of that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

Weinberg & Company, P.A.

Los Angeles, California

October 25, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Non-Invasive Monitoring Systems, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Non-Invasive Monitoring Systems, Inc. and Subsidiaries (the “Company”) as of July 31, 2023, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2023, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced recurring net losses, cash outflows from operating activities, has an accumulated deficit and these conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ EisnerAmper LLP

We served as the Company’s auditor from 2018 through 2023.

EISNERAMPER LLP

Coral Gables, FL

October 30, 2023

NON-INVASIVE MONITORING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	July 31, 2024			July 31, 2023

ASSETS
Current assets
Cash	$	25		$	7
Prepaid expenses		9			16
Total current assets		34			23

Total assets	$	34		$	23

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities
Accounts payable and accrued expenses	$	110		$	240
Current liabilities - discontinued operations		51			51
Total current liabilities		161			291

Notes payable – related parties		500			300
Accrued interest – related parties		98			44
Total liabilities		759			635

Commitments and Contingencies		-			-

Shareholders’ deficit
Series B Preferred Stock, par value $1.00 per share; 100 shares authorized, issued and outstanding; liquidation preference $10		-			-
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 154,810,655 shares issued and outstanding as of July 31, 2024 and 2023, respectively		1,548			1,548
Additional paid in capital		26,574			26,574
Accumulated deficit		(28,847	)		(28,734	)

Total shareholders’ deficit		(725	)		(612	)
Total liabilities and shareholders’ deficit	$	34		$	23

The accompanying notes are an integral part of these consolidated financial statements.

NON-INVASIVE MONITORING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended July 31, 2024 and 2023

(In thousands, except per share data)

	2024			2023
Operating costs and expenses
General and administrative	$	177		$	169
Extinguishment of accounts payable		(118	)		-

Total operating costs and expenses		59			169

Operating loss		(59	)		(169	)

Interest expense, related parties		(54	)		(30	)

Net loss	$	(113	)	$	(199	)

Weighted average number of common shares outstanding - basic and diluted		154,811			154,811

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these consolidated financial statements.

NON-INVASIVE MONITORING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

Years ended July 31, 2024 and 2023

(In thousands, except share amounts)

	Shares		Amount		Shares		Amount		Capital		Deficit			Total
	Preferred Stock								Additional
	Series B				Common Stock				Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance at July 31, 2022		100	$	-		154,810,655	$	1,548	$	26,574	$	(28,535	)	$	(413	)
Net loss		-		-		-		-		-		(199	)		(199	)
Balance at July 31, 2023		100		-		154,810,655		1,548		26,574		(28,734	)	$	(612	)
Balance		100		-		154,810,655		1,548		26,574		(28,734	)	$	(612	)
Net loss		-		-		-		-		-		(113	)		(113	)
Balance at July 31, 2024		100	$	-		154,810,655	$	1,548	$	26,574	$	(28,847	)	$	(725	)
Balance		100	$	-		154,810,655	$	1,548	$	26,574	$	(28,847	)	$	(725	)

The accompanying notes are an integral part of these consolidated financial statements.

NON-INVASIVE MONITORING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended July 31, 2024 and 2023

(In thousands)

	2024			2023
Operating activities
Net loss	$	(113	)	$	(199	)
Adjustments to reconcile net loss to net cash used in operating activities
Extinguishment of accounts payable		(118	)		-
Changes in operating assets and liabilities
Prepaid expenses		7			(10	)
Accounts payable and accrued expenses		(12	)		21
Accrued interest – related parties		54			30
Net cash used in operating activities		(182	)		(158	)

Financing activities
Proceeds from notes payable – related parties		200			150
Net cash provided by financing activities		200			150

Net increase (decrease) in cash		18			(8	)
Cash, beginning of year		7			15
Cash, end of year	$	25		$	7

The accompanying notes are an integral part of these consolidated financial statements.

NON-INVASIVE MONITORING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of and for the fiscal years ended july 31, 2024 and 2023

1. ORGANIZATION AND BUSINESS

Organization. Non-Invasive Monitoring Systems, Inc., a Florida corporation (together with its consolidated subsidiaries, the “Company” or “NIMS”). The Company previously developed and marketed its Exer-Rest^®line of acceleration therapeutic platforms based upon unique, patented whole body periodic acceleration (“WBPA”) technology of which the Company maintains patents. The Company maintains limited administration, but does not have any operations or inventory.

Business. The Company is currently a shell company (as defined in Rule 12b-2 of the Exchange Act).

Going Concern. The Company’s consolidated financial statements have been prepared and presented on a basis assuming it will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had net losses from continuing operations of approximately $113,000 and $199,000 for each of the years ended July 31, 2024 and 2023, respectively, and has experienced cash outflows from operating activities. The Company also has an accumulated deficit of $29.0 million as of July 31, 2024. The Company had $25,000 of cash at July 31, 2024 and negative working capital of approximately $127,000. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is seeking potential mergers, acquisitions and strategic collaborations. There is no assurance that the Company will be successful in this regard, and, if not successful, that it will be able to continue its business activities. The accompanying consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

Discontinued Operations. On May 3, 2019, the Company exchanged inventory for forgiveness of accrued unpaid rent. The Company has no inventory, no immediate plans to replenish inventory and has no current plans to develop or market new products.

Accordingly, the Company determined that the assets and liabilities met the discontinued operations criteria in Accounting Standards Codification 205-20-45 and were classified as discontinued operations at May 3, 2019. See Discontinued Operations Note 3.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Non-Invasive Monitoring Systems of Florida, Inc., which has no current operations, and NIMS of Canada, Inc., a Canadian corporation, which has no current operations. All inter-company accounts and transactions have been eliminated in consolidation.

Discontinued Operations. For the years ended July 31, 2024 and 2023, results from operations for our Exer-Rest Business are classified as discontinued operations. The carve out of the discontinued operations (i) were prepared in accordance with the SEC’s carve out rules under Staff Accounting Bulletin (“SAB”) Topic 1B1 and (ii) are derived from identifying and carving out the specific assets, liabilities, operating expenses and interest expense associated with the Exer-Rest Business’s operations (see Note 3).

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, such as deferred taxes as estimates, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ materially from these estimates.

Cash and Cash Equivalents. The Company considers all highly liquid short-term investments purchased with an original maturity date of three months or less to be cash equivalents. The Company had approximately $25,000 and $7,000, on deposit in bank operating accounts at July 31, 2024 and July 31, 2023, respectively.

Income Taxes. The Company uses the asset and liability method to determine the income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized.

The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2020 to 2023 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. The net operating losses are generally subject to examination up to three years after the utilization of such losses. It is the Company’s policy to include income tax interest and penalty expense in its tax provision.

Fair Value of Financial Instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2024 and 2023. The respective carrying value of certain on-balance-sheet financial instruments such as cash, prepaid expenses and accounts payable and accrued expenses approximate fair values because they are short term in nature.

Loss Contingencies. We recognize contingent losses that are both probable and estimable. In this context, we define probability as circumstances under which events are likely to occur. In regard to legal costs, we record such costs as incurred.

Related Parties. The Company follows ASC 850 “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Recent Accounting Pronouncements. The Company considers the applicability and impact of all relevant Accounting Standard Updates (“ASU’s”). Our conclusion was that they did not have any material effect on the consolidated financial statements.

3. DISCONTINUED OPERATIONS

On May 3, 2019, the Company exchanged its inventory for forgiveness of accrued unpaid rent. Concurrent with the exchange management with the appropriate level of authority determined to discontinue the operations of the product segment. As of July 31, 2024 and 2023, accounts payable and accrued expenses related to these operations had a balance of $51,000 each year and presented as “Current liabilities-discontinued operations” in the accompanying consolidated balance sheets.

4. SHAREHOLDERS’ DEFICIT

The Company has one class of Preferred Stock. Holders of Series B Preferred Stock are entitled to vote with the holders of common stock as a single class on all matters. We are currently authorized to issue an aggregate of 401,000,000 shares of capital stock, consisting of 400,000,000 shares of common stock and 1,000,000 designated shares of preferred stock with preferences and rights to be determined by our Board of Directors.

Series B Preferred Stock is not redeemable by the Company and has a liquidation value of $100 per share, plus declared and unpaid dividends, if any. Dividends are non-cumulative, and are at the rate of $10 per share, if declared.

No preferred stock dividends were declared for the years ended July 31, 2024 and 2023.

The Company did not issue any shares of the Company’s common stock during the years ended July 31, 2024 and 2023.

5. BASIC AND DILUTED LOSS PER SHARE

Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon conversion of preferred stock. In computing diluted net loss per share for the years ended July 31, 2024 and 2023, no dilution adjustment has been made to the weighted average outstanding common shares because the assumed conversion of preferred stock would be anti-dilutive.

6. RELATED PARTY TRANSACTIONS

Dr. Hsiao and directors Dr. Frost and Rao Uppaluri and former director Steve Rubin are each stockholders, current or former officers and/or directors or former directors of Asensus Surgical, Inc. (formerly TransEnterix, Inc.) (“Asensus”), which was a publicly-traded medical device company until August 2024. Dr. Frost is a director and over 5% shareholder of Cocrystal Pharma, Inc. (“Cocrystal Pharma”), a clinical stage Nasdaq listed biotechnology company. The Company’s Chief Financial Officer also serves as the Chief Financial Officer and Co-Chief Executive Officer of Cocrystal Pharma, and in which former director Steve Rubin serves on the Board.

The Company signed a five year lease for administrative office space in Miami, Florida with a company controlled by Dr. Phillip Frost, a current director and who is the beneficial owner of more than 10% of the Company’s common stock. The rental payments under the Miami office lease, which commenced January 1, 2008 and expired on December 31, 2012, were approximately $1,250 per month and then continued on a month-to-month basis. In February 2016 the rent was reduced to $0 per month. For the years ended July 31, 2024 and 2023, the Company did not record any rent expense related to the Miami lease. At July 31, 2024 and 2023 there was $0 rent payable.

The Company is under common control with multiple entities and the existence of that control could result in operating results or financial position of each individual entity significantly different from those that would have been obtained if the entities were autonomous. One of those related parties, OPKO Health, Inc. (“OPKO”) and the Company are under common control and OPKO has a one percent ownership interest in the Company that OPKO has accounted for as an equity method investment due to the ability to significantly influence the Company.

7. NOTES PAYABLE – RELATED PARTY

Notes payable- related party are summarized in the following table (in thousands):

	As of July 31, 2024		As of July 31, 2023

(a) Notes payable- Frost Gamma Investments Trust	$	350	$	150
(b) Notes payable- Dr. Jane Hsiao		150		150
Total Notes payable - related party	$	500	$	300

(a) As of July 31, 2023, the Company had outstanding notes payable Frost Gamma Investments Trust (“Frost Gamma”) in the aggregate principal amount of $150,000, which pertained to promissory notes issued in fiscal 2021 and 2022, in the principal amount of $75,000 and $75,000, respectively. The promissory notes accrue interest at a rate of 11% per annum, payable on the maturity date on July 31, 2025, as amended on August 15, 2023. The Frost Gamma promissory note may be prepaid in advance of the maturity date without penalty. Frost Gamma is a trust controlled by Dr. Phillip Frost, a current director of the Company, and who beneficially owns in excess of 10% of the Company’s common stock.

On August 15, 2023, the Company entered into a new promissory note agreement with Frost Gamma in the principal amount of $200,000, which also accrues interest at a rate of 11% per annum, payable on the maturity date on July 31, 2025. This promissory note may also be prepaid in advance of the maturity date without penalty. There were no payments made on the promissory notes to Frost Gamma during the fiscal year ended July 31, 2024, and as such, total outstanding notes payable balance was $350,000 as of the fiscal year then ended.

(b) As of July 31, 2023, the Company had outstanding notes payable Jane Hsiao, Ph.D. (“Dr. Hsiao”) in the aggregate principal amount of $150,000, which pertained to promissory notes issued in fiscal 2021 and 2022, in the principal amount of $75,000 and $75,000, respectively. The promissory notes accrue interest at a rate of 11% per annum, payable on the maturity date on July 31, 2025, as amended on August 15, 2023. The promissory notes to Dr. Hsiao may be prepaid in advance of the maturity date without penalty. Dr. Hsiao is the Company’s Chairman and Interim CEO, and who beneficially owns in excess of 10% of the Company’s common stock.

There were no payments made on the promissory notes to Dr. Hsiao during the fiscal year ended July 31, 2024, and as such, total outstanding notes payable balance was $150,000 as of the fiscal year then ended.

8. COMMITMENTS AND CONTINGENCIES

Leases.

The Company was under an operating lease agreement for our corporate office space that expired in 2012. The lease currently continues on a month-to-month basis at no cost.

9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses from continuing operations are summarized in the following table (in thousands):

	July 31, 2024		July 31, 2023
Accounts payable	$	80	$	209
Accrued redemption		10		10
Accrued other		20		21
Total	$	110	$	240

Accounts payable was reviewed for outdated vendor accounts during the period ending July 31, 2024. It was determined that an estimated $118,000 consisted of payables that were no longer reasonably valid and the consolidated financial statements were adjusted accordingly.

10. INCOME TAXES

The Company accounts for income taxes using the asset and liability method. Pursuant to this method, deferred tax assets and liabilities are established for the differences between the financial reporting and the tax bases of the Company’s assets and liabilities and net operating loss carryforwards at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The accounting for uncertain tax positions guidance under ASC 740 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The application of this guidance does not affect the Company’s financial position, results of operations or cash flows for the years ended July 31, 2024 and 2023.

The Company files its tax returns in the U.S. federal jurisdiction and with U.S. states. The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. There are currently no tax audits that have commenced with respect to income tax or any other returns in any jurisdiction. Tax years ranging from 2020 to 2023 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. Because the Company is carrying forward income tax attributes, such as net operating losses and tax credits from earlier tax years, these attributes can still be audited when utilized on returns filed in the future. It is the Company’s policy to include income tax interest and penalties expense in its tax provision.

The difference between income taxes at the statutory federal income tax rate of 21% in 2024 and 2023 and income taxes reported in the consolidated statements of operations are attributable to the following (in thousands):

	July 31, 2024			%			July 31, 2023			%
Income tax benefit at the federal statutory rate from continuing operations	$	(49	)		21.0		$	(42	)		21.0
State income taxes, net of effect of federal taxes		(10	)		4.3			(9	)		4.5
Expired net operating losses		0			-			364			(182.8	)
Change in valuation allowance		59			(25.3	)		(313	)		157.3
Total	$	-			-		$	-			-

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets consist of the following (in thousands):

SCHEDULE OF DEFERRED TAX ASSETS

	July 31, 2024			July 31, 2023
Federal and State net operating loss	$	3,830		$	3,768
Foreign net operating loss		18			18
Other		-			3
Gross deferred tax assets		3,848			3,789
Less: Valuation allowance		(3,848	)		(3,789	)
Net deferred tax asset	$	-		$	-

At July 31, 2024, the Company had available Federal and State net operating loss carry forwards of approximately $14.8 million and foreign net operating loss carry forwards of approximately $0.1 million which expire in various years beginning in 2023. $2.1 million net operating loss carry forwards generated in 2019 and later years never expire. However, these net operating losses can only be used to reduce taxable income by 80 percent.

A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full $3.8 million valuation allowance at July 31, 2024 ($3.8 million at July 31, 2023) was necessary. The valuation allowance increased by approximately $59,000 and decreased by $313,000 for the years ended July 31, 2024 and 2023, respectively. The Company paid no taxes for the years 2024 or 2023.

11. SUBSEQUENT EVENT

On September 25, 2024, the Company entered into a Promissory Note in the principal amount of $25,000.00 with Frost Gamma Investments Trust (the “September 2024 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the September 2024 Frost Gamma Note is 11% per annum, payable on the Maturity Date. The September 2024 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty.

On October 23, 2024, the Company entered into a Promissory Note in the principal amount of $30,000.00 with Frost Gamma Investments Trust (the “October 2024 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on October 2024 Frost Gamma Note 2 is 11% per annum, payable on the Maturity Date. The October 2024 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Principal Accountant

On November 27, 2023, the Board of Directors (the “Board”) of Non-Invasive Monitoring Systems, Inc. approved the engagement of Weinberg & Company P.A. (“Weinberg”) as the Company’s new independent registered public accounting firm. In connection with the selection of Weinberg, the Board dismissed EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm on November 27, 2023.

There were no disagreements between the Company and EisnerAmper on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EisnerAmper would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

Item 9A. Controls and Procedures.

The Company’s management, with the participation of its Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) as of July 31, 2024. Based upon that evaluation, the Interim Chief Executive Officer and Chief Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures were not effective due to the material weakness identified below.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of July 31, 2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

Process and procedures – The Company does not employ a sufficient number of individuals to maintain optimal segregation of duties. The internal control procedures over the completeness and accuracy of the general ledger information and the risk assessment process are not formally documented and may not be designed and operate with a level of precision adequate to prevent or detect misstatements. Since internal control procedures are not formally documented, management cannot monitor their effectiveness.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2024 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Notwithstanding the existence of these material weaknesses in the Company’s internal control over financial reporting, the Company’s management believes that the consolidated financial statements included in this Form 10-K fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the last quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

On October 23, 2024, the Company entered into a Promissory Note in the principal amount of $30,000.00 with Frost Gamma Investments Trust (the “October 2024 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on October 2024 Frost Gamma Note is 11% per annum, payable on the Maturity Date. The October 2024 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty.

The foregoing is only a brief summary of some of the terms of the October Frost Gamma Note and does not purport to be complete. Please refer to the Frost Gamma Note, which is attached as Exhibit 10.103 for its full terms.

During the three months ended July 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as such terms are defined in Item 408 of Regulation S-K.

Item 9.C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not Applicable

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

We believe that the combination of the respective qualifications, skills and experience of our directors contribute to an effective and well-functioning board and that, individually and as a whole, our directors possess the necessary qualifications to provide effective oversight of our business and quality advice to our management. Our directors are elected annually and serve until the next annual meeting of shareholders and until their successors are elected and appointed, or until his or her earlier resignation, removal from office or death. Information regarding the age, experience and qualifications of each director is set forth below.

Name		Age
Jane H. Hsiao, Ph.D., MBA		77
Subbarao V. Uppaluri, Ph.D.		75
Philip Frost, M.D		87
James Martin, CPA, MBA		58

Jane H. Hsiao, Ph.D., MBA. Dr. Hsiao has served as a Director and Chairman of the Board of Directors (the “Board”) of the Company since October 2008 and as Interim Chief Executive Officer since February 2012. Dr. Hsiao has served as Vice Chairman and Chief Technical Officer of OPKO Health, Inc. (“OPKO”) (NASDAQ: OPK), a specialty healthcare company, since May 2007 and as a director since February 2007. Dr. Hsiao previously served as a director of each of Asensus Surgical, Inc. (NYSE American: ASXC), a medical device company, Cocrystal Pharma, Inc. (NASDAQ: COCP), a biotechnology company developing antiviral therapeutics for human diseases, Neovasc, Inc. (NASDAQ: NVCN), a company developing and marketing medical specialty vascular devices. Dr. Hsiao served as the Vice Chairman-Technical Affairs of IVAX from 1995 to January 2006. Dr. Hsiao served as Chairman, Chief Executive Officer and President of IVAX Animal Health, IVAX’s veterinary products subsidiary, from 1998 to 2006.

Dr. Hsiao’s background in medical device and pharmaceutical industry, as well as her senior management experience, allow her to play an integral role in overseeing the Company. In addition, as a result of her role as director and/or chairman of other companies in the biotechnology and life sciences space, she also has a keen understanding and appreciation of the many regulatory and development issues confronting pharmaceutical and biotechnology companies.

Phillip Frost, M.D. Dr. Frost has served as a Director of the Company since June 2023. Dr. Frost been the Chief Executive Officer and Chairman of the Board of Opko Health, Inc. (NASDAQ:OPK), a multi-national pharmaceutical and diagnostics company since March 2007. Dr. Frost serves as a director for Cocrystal Pharma, Inc. (NASDAQ:COCP), a biotechnology company developing new treatments for viral diseases. He also currently serves on the board of Grove Bank & Trust and Morgan Solar. He has been a member of the Board of Trustees of the University of Miami since 1983 and was Chairman from 2001 to 2004. He is on the Advisory Board of the Shanghai Institute for Advanced Immunochemical Studies in China and is a trustee of the Miami Jewish Home for the Aged and serves on the Executive Committee of the Board of Mount Sinai Medical Center. He serves as Chairman of Temple Emanu-El, Governor of Tel Aviv University and is a member of the Executive Committee of The Phillip and Patricia Frost Museum of Science. Dr. Frost served as a director of Ladenburg Thalmann Financial Services Inc. from 2004 to 2006 and as Chairman from July 2006 until September 2018. Dr. Frost previously served as a director for Castle Brands (NYSE:ROX). Dr. Frost had served as Chairman of the Board of Directors and Chief Executive Officer of IVAX Corporation (“IVAX”) from 1987 until its acquisition by Teva in January 2006. Dr. Frost was Chairman of the Board of Directors of Key Pharmaceuticals, Inc. from 1972 until its acquisition by Schering Plough Corporation in 1986. Dr. Frost was a Governor of the American Stock Exchange from 1992 to 2008 and Co-Vice Chairman from 2001 until its merger with the New York Stock Exchange.

Dr. Frost has successfully founded several companies and overseen the development and commercialization of a multitude of products. This combined with his experience as a physician and chairman and/or chief executive officer of large pharmaceutical companies has given him insight into virtually every facet of business. He is a demonstrated leader with keen business understanding and is uniquely positioned to help guide our Company.

Subbarao V. Uppaluri, Ph.D. Dr. Uppaluri has served as a Director of the Company since October 2008. Dr. Uppaluri served as Senior Vice President and Chief Financial Officer of OPKO from May 2007 until July 2012 and as a consultant of OPKO until February 2014. Dr. Uppaluri served as the Vice President, Strategic Planning and Treasurer of IVAX from 1997 until December 2006. Before joining IVAX, from 1987 to August 1996, Dr. Uppaluri was Senior Vice President, Senior Financial Officer and Chief Investment Officer with Intercontinental Bank, a publicly traded commercial bank in Florida. In addition, he served in various positions, including Senior Vice President, Chief Investment Officer and Controller, at Peninsula Federal Savings & Loan Association, a publicly traded Florida S&L, from October 1983 to 1987. His prior employment, during 1974 to 1983, included engineering, marketing and research positions with multinational companies and research institutes in India and the United States. Dr. Uppaluri previously served on the boards of OPKO, Winston Pharmaceuticals Inc., Ideation Acquisition Corp., Tiger X Medical, Inc. and Kidville.

Dr. Uppaluri brings extensive leadership, business, and accounting experience to the Board. His experience as the former chief financial officer of OPKO and board member to multiple public companies, including several pharmaceutical and life sciences companies, has given him broad understanding and expertise, particularly relating to business, accounting and finance matters.

James J. Martin, CPA, MBA. Mr. Martin, has served as a Director of the Company since June 2023, and has served as our Chief Financial Officer since January 2011, and, from July 2010 through January 2011, he served as our Controller. Since February 2017, Mr. Martin serves as the Chief Financial Officer and Co-Chief Executive Officer of Cocrystal Pharma, Inc (NASDAQ: COCP), a clinical stage biotechnology company. From January 2011 to October 2, 2013, Mr. Martin served as Chief Financial Officer of SafeStitch prior to its merger with Asensus Surgical, Inc. Since September 2014 Mr. Martin has served as Chief Financial Officer of VBI Vaccines Inc. (formerly SciVac Therapeutics, Inc.) (NASDAQ: VBIV), pharmaceutical development and manufacturing company. From April 2014 to September 2015, Mr. Martin served as Chief Financial Officer of Vapor Corp, Inc. (NASDAQ: VPCO), a vaporizer retail and wholesale company. From July 2010 through January 2011, Mr. Martin served as Controller of each of SafeStitch and Aero Pharmaceuticals, Inc. (“Aero”). Prior to joining NIMS, from 2008 through 2010, Mr. Martin served as Controller of AAR Aircraft Services-Miami, a subsidiary of AAR Corp, an aerospace and defense company at which he was responsible for all financial reporting and logistics for AAR Aircraft Services-Miami. From 2005-2008, Mr. Martin served as Controller of Avborne Heavy Maintenance, a commercial aircraft maintenance repair and overhaul company. Mr. Martin previously has served as Vice President of Finance of Aero, a privately held pharmaceutical distributor.

Mr. Martin brings extensive business experience to the Board. His experience as a CEO and chief financial officer has given him broad understanding and expertise, particularly relating to business, accounting and finance matters.

Identification of Executive Officers

The following individuals are our executive officers:

Name	Age	Position
Jane H. Hsiao, Ph.D., MBA	77	Interim Chief Executive Officer and Director
James J. Martin, CPA, MBA	58	Chief Financial Officer, Treasurer and Director

Each of our officers serves until the earlier of her or his resignation, removal by the Board or death.

Biographical information for Jane H. Hsiao and James J. Martin is set forth above.

Section 16(a) Beneficial Ownership Reporting Compliance

Under section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s directors, executive officers and persons who own more than ten percent (10%) of our common stock are required to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of the common stock and other equity securities of the Company. To the Company’s knowledge, based solely on a review of copies of such reports furnished to the Company during and/or with respect to Fiscal 2023, the Company is not aware of any late or delinquent filings required under Section 16(a) of the Exchange Act in respect of the Company’s common stock or other equity securities.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and other persons performing similar functions. A copy of our Code of Business Conduct and Ethics is available by request. We intend to post amendments to, or waivers from a provision of, our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer or persons performing similar functions on our website. Neither our website nor any information contained or linked therein constitutes a part of this report.

Audit Committee

We had a separately-designated standing audit committee, established in accordance with section 3(a)(58)(A) of the Exchange Act through May 31, 2023. Since June 1, 2023, Dr. Subbarao V. Uppaluri, Chairman, has been the Company’s only independent director, and the full Board of Directors has acted as the Audit Committee. Our Board has determined that Dr. Uppaluri is an independent audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Item 11. Executive Compensation.

Summary Compensation Table

The following table summarizes the compensation information for the years ended July 31, 2024 and 2023 for our principal executive officer and each of the two most highly compensated executive officers receiving compensation in excess of $100,000 in any such fiscal year. We refer to these persons as our named executive officers.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Option

Awards ($)

All Other Compensation

($)

Total ($)

Jane Hsiao – Interim CEO (1)

2024

–

2023

–

Dr. Hsiao receives no salary from the Company and does not have any outstanding stock option awards.

Outstanding Equity Awards as of July 31, 2024

We did not have any equity award plan or any equity awards outstanding during the year ended July 31, 2024.

Risk Considerations in our Compensation Programs

We have reviewed our compensation structures and policies as they pertain to risk and have determined that our compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company.

We did not have any equity award plan during the year ended July 31, 2024 and we did not have any outstanding. As of July 31, 2024, the aggregate number of outstanding stock options (both exercisable and unexercisable) for each non-employee director was as follows:

Name	Stock Options
Jane H. Hsiao, Chairman/CEO		–
Phillip Frost, M.D.		–
Subbarao V. Uppaluri, Ph.D.		–
James Martin, CFO		–

Director Compensation

For the year ended July 31, 2024, our directors did not receive any compensation for their respective service on our Board or any committee thereof. Our directors do not have any outstanding stock options.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of October 25, 2024 concerning the beneficial ownership of our voting stock by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of each class of voting stock, (ii) each of our directors, (iii) each current named executive officer, and (iv) all of our current named executive officers and directors as a group. Unless otherwise noted, all holders listed below have sole voting power and investment power over the shares beneficially owned by them, except to the extent such power may be shared with such person’s spouse.

	Common Stock
Names and Addresses of Directors, Officers and 5% Beneficial Holders (1)	No. of Shares Beneficially Owned (2)		Percent of Class (3)

Jane H. Hsiao, Ph.D., Chairman of the Board and Interim CEO (4)		43,455,734		28.1	%
Phillip Frost, M.D. (5)		54,690,325		35.3	%
Subbarao V. Uppaluri, Ph.D., Director		–		*
James J. Martin, Director and Chief Financial Officer		25,000		*
All Directors and Executive Officers as a group (5 Persons)		98,271,060		63.48	%

Frost Gamma Investments Trust (6)		54,690,325		35.3	%
Hsu Gamma Investments, L.P. (7)		24,553,660		15.9	%

*	Less than 1%

(1)	The mailing address of each 5% beneficial holder listed is 4400 Biscayne Blvd., Miami, Florida 33137.

(2)	A person is deemed to be the beneficial owner of common stock and preferred stock that can be acquired by such person within 60 days from July 31, 2024 upon exercise of option and warrants, or through the conversion of convertible preferred stock.

(3)	Based on 154,810,655 shares of common stock issued and outstanding as of July 31, 2024. Each beneficial owner’s percentage ownership is determined by assuming that options and warrants that are held by such person (but not those held by any other person) and that are exercisable within 60 days from the date hereof have been exercised and that any convertible secured stock held by such person (but no other person) has been converted into common stock.

(4)	Common stock holdings include 24,553,660 shares of common stock held by Hsu Gamma Investments, L.P. and 2,150,000 common stock held by Chin Hsiung Hsiao Family Trust A. Dr. Jane Hsiao is trustee of the Chin Hsiung Hsiao Family Trust A. and Dr. Jane Hsiao is the general partner of Hsu Gamma Investments, L.P.

(5)	Includes beneficial ownership of shares held by Frost Gamma Investments Trust.

(6)	Dr. Phillip Frost is the trustee and Frost Gamma, Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma, Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.

(7)	Dr. Jane Hsiao is the general partner of Hsu Gamma Investments, L.P.

Equity Compensation Plan Information

The Company does not have any approved equity compensation plans. There are no outstanding options.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company signed a five year lease for administrative office space in Miami, Florida with a company controlled by Dr. Phillip Frost, who is the beneficial owner of more than 10% of the Company’s common stock. The rental payments under the Miami office lease, which commenced January 1, 2008 and expired on December 31, 2012, were approximately $1,250 per month and then continued on a month-to-month basis. In February 2016 the rent was reduced to $0 per month. For the years ended July 31, 2024 and 2023, the Company did not record any rent expense related to the Miami lease. At July 31, 2024 and 2023 there was $0 rent payable.

On October 23, 2024, the Company entered into a Promissory Note in the principal amount of $30,000.00 with Frost Gamma Investments Trust (the “October 2024 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on October 2024 Frost Gamma Note is 11% per annum, payable on the Maturity Date. The October 2024 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty.

On September 25, 2024, the Company entered into a Promissory Note in the principal amount of $25,000.00 with Frost Gamma Investments Trust (the “September 2024 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the September 2024 Frost Gamma Note is 11% per annum, payable on the maturity date of July 31, 2025 (the “Maturity Date”). The September 2024 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty.

On August 15, 2023, the Company entered into a Promissory Note in the principal amount of $200,000 with Frost Gamma Investments Trust (the “2023 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2023 Frost Gamma Note is 11% per annum, payable on the Maturity Date. The 2023 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty.

On September 16, 2022, the Company entered into two Promissory Notes in the principal amount of $75,000 each with Frost Gamma Investments Trust (the “2022 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, and with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “2022 Hsiao Note”), both which beneficially own in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2022 Frost Gamma Note and 2022 Hsiao Note is 11% per annum, payable on the Maturity Date of July 31, 2025, as amended on August 15, 2023. The 2022 Frost Gamma Note and 2022 Hsiao Note may be prepaid in advance of the Maturity Date without penalty.

On October 4, 2021, the Company entered into two Promissory Notes in the principal amount of $75,000 each with Frost Gamma Investments Trust (the “2021 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, and with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “2021 Hsiao Note”), both which beneficially own in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2021 Frost Gamma Note and 2021 Hsiao Note is 11% per annum, payable on the Maturity Date of July 31, 2025, as amended on August 15, 2023. The 2021 Frost Gamma Note and 2021 Hsiao Note may be prepaid in advance of the Maturity Date without penalty.

Director Independence

The Board of Directors, in the exercise of its reasonable business judgment, has determined that Rao Uppaluri qualifies as an independent director pursuant to Nasdaq Stock Market Rule 5605(a)(2) and applicable SEC rules and regulations. Directors Jane Hsiao, who serves as the Company’s Interim CEO, Dr. Phillip Frost, who beneficially owns approximately 35% of the Company’s outstanding common equity and James J. Martin, the Company’s Chief Financial Officer, are not deemed independent.

Item 14. Principal Accountant Fees and Services.

Fees and Services

The following table sets forth the total fees billed to us by Weinberg (beginning November 27, 2023) and EisnerAmper (through November 27, 2023) for its audit of our consolidated annual financial statements and other services for the years ended July 31, 2024 and 2023, respectively.

	2024		2023
Audit Fees	$	43,000	$	58,000
Audit-Related Fees		–		–
Tax Fees		–		–
All Other Fees		–		–
Total Fees	$	43,000	$	58,000

Pre-Approval Policies and Procedures

Our Audit Committee has a policy in place that requires its review and pre-approval of all audit and permissible non-audit services provided by our independent auditors. The services requiring pre-approval by the audit committee may include audit services, audit related services, tax services and other services. The pre-approval requirement is waived with respect to the provision of non-audit services if (i) the aggregate amount of all such non-audit services provided to us constitutes not more than 5% of the total fees paid by us to our independent auditors during the fiscal year in which such non-audit services were provided, (ii) such services were not recognized at the time of the engagement to be non-audit services, and (iii) such services are promptly brought to the attention of the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Audit Committee. Following Steve Rubin’s resignation from the Audit Committee, pre-approval services were conducted by the full Board. During fiscal 2024 and 2023, 100% of the audit related services and all other services provided by Weinberg and Company and EisnerAmper, respectively, for the periods as our principal independent registered public accountant were pre-approved.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) List of documents filed as part of this report:

1. Financial Statements: The information required by this item is contained in Item 8 of this Annual Report on Form 10-K.

2. Financial Statement Schedules: The information required by this item is included in the consolidated financial statements contained in Item 8 of this Annual Report on Form 10-K.

3. Exhibits: See Index to Exhibits.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NON-INVASIVE MONITORING SYSTEMS, INC.

Date: October 25, 2024	By:	/s/ Jane H. Hsiao
		Jane H. Hsiao
		Interim Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Jane H. Hsiao, Ph.D.	Interim Chief Executive Officer and Chairman of the	October 25, 2024
Jane H. Hsiao, Ph.D.	Board of Directors (Principal Executive Officer)

/s/ Phillip Frost, M.D.	Director	October 25, 2024
Phillip Frost, M.D.

/s/ Subbarao V. Uppaluri	Director	October 25, 2024
Subbarao Uppaluri

/s/ James J. Martin	Chief Financial Officer (Principal Financial Officer)	October 25, 2024
James J. Martin	and Director

INDEX TO EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

Exhibit No.		Description of Exhibits
3.1		Articles of Incorporation, as amended (Incorporated by Reference from Exhibit 3.1 to Form 8-K filed on April 8, 2008)

3.2		Articles of Amendment to Articles of Incorporation (Incorporated by Reference from Exhibit 3.1 to Form 8-K filed on December 3, 2008)

3.3		Articles of Amendment to Articles of Incorporation (Incorporated by Reference from Exhibit 3.3 to Form 10-Q filed on March 17, 2010)

3.4		By-Laws, as amended (Incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on December 15, 2009)

3.5		Articles of Amendment to Articles of Incorporation (incorporated by Reference from Annex A to Schedule 14C filed on April 3, 2012).

10.13		Lease Agreement dated January 1, 2008 between the Registrant and Frost Real Estate Holdings, LLC (incorporated by reference from Exhibit 10.17 to Form 10-K filed on October 29, 2009).

10.90		Form of Lock-Up and Voting Agreement (incorporated by reference from Exhibit 10.1 to Form 8-K filed December 4, 2018).

10.91		Form of Stock Purchase Agreement, dated December 21, 2018 (incorporated by reference from Exhibit 10.1 to Form 8-K filed December 28, 2018).

10.92		Debt Exchange Agreement, dated December 21, 2018, by and among the Company and the Creditors (incorporated by reference from Exhibit 10.1 to Form 8-K filed December 28, 2018).

10.93		Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma dated October 4, 2021 (incorporated by reference from Exhibit 10.1 to Form 8-K filed October 6, 2021).

10.94		Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated October 4, 2021 (incorporated by reference from Exhibit 10.2 to Form 8-K filed October 6, 2021).

10.95		Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated September 16, 2022 (incorporated by reference from Exhibit 10.1 to Form 8-K filed September 19, 2022).

10.96		Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated September 16, 2022 (incorporated by reference from Exhibit 10.2 to Form 8-K filed September 19, 2022).

10.97		Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated August 15, 2023 (incorporated by reference from Exhibit 10.1 to Form 8-K filed August 16, 2023).

10.98		First Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated October 4, 2021 (incorporated by reference from Exhibit 10.2 to Form 8-K filed August 16, 2023).

10.99		First Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated October 4, 2021 (incorporated by reference from Exhibit 10.3 to Form 8-K filed August 16, 2023).

10.100		First Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated September 16, 2022 (incorporated by reference from Exhibit 10.4 to Form 8-K filed August 16, 2023).

10.101		First Amendment dated August 15, 2023 to Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Jane Hsiao dated September 16, 2022 (incorporated by reference from Exhibit 10.5 to Form 8-K filed August 16, 2023).

10.102		Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated September 25, 2024 (incorporated by reference from Exhibit 10.1 to Form 8-K filed September 27, 2024).

10.103	*	Promissory Note of Non-Invasive Monitoring Systems, Inc. in favor of Frost Gamma Investments Trust dated October 23, 2024

14.1		Code of Ethics (incorporated by reference from Exhibit 14.1 to Form 10-K filed on October 29, 2009).

21.1	*	Subsidiaries of the Company

31.1	*	Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

31.2	*	Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

32.1	*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith

Exhibit 10.103

PROMISSORY NOTE

$30,000.00	October 23, 2024
	Miami, FL

FOR VALUE RECEIVED, the undersigned, Non-Invasive Monitoring Systems, Inc., a Florida corporation with its principal place of business at 4400 Biscayne Blvd., Miami, FL 33137 (“Maker”), promises to pay to the order of Frost Gamma Investments Trust, with its principal place of business at 4400 Biscayne Blvd., 15^th Floor Miami, FL 33137 (“Payee”), at such place as may be designated in writing by Payee, the principal sum of THIRTY THOUSAND AND 00/XX ($30,000.00) (this “Note”).

1. 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, 2025 (the “Maturity Date”).

2. All amounts outstanding from time to time hereunder shall bear interest at the rate of eleven percent (11%) per annum until such amounts are paid.

3. This Note may be prepaid in whole or in part without penalty or premium. All payments of principal shall be made in lawful money of the United States which shall be legal tender in payment of all debts, public and private, at the time of payment.

4. The Maker agrees to pay all costs of collection incurred in enforcing this Note, including attorneys’ fees and costs at both trial and appellate levels and in any bankruptcy action. In the event any legal proceedings are instituted in connection with, or for the enforcement of, this Note, Payee shall be entitled to recover its costs of suit, including attorneys’ fees and costs, at both trial and appellate levels and in any bankruptcy action.

5. Each maker, endorser and guarantor or any person, firm or corporation becoming liable under this Note hereby consents to any extension or renewal of this Note or any part hereof, without notice, and agrees that they will remain liable under this Note during any extension or renewal hereof, until the debts represented hereby are paid in full.

6. All persons now or at any time liable for payment of this Note hereby waive presentment, protest, notice of protest and dishonor. The Maker expressly consents to any extension or renewal, in whole or in part, and all delays in time of payment or other performance which Payee may grant at any time and from time to time without limitation and without any notice or further consent of the undersigned. The remedies of Payee as provided herein shall be cumulative and concurrent and may be pursued singularly, successively or together, at the sole discretion of Payee, and may be exercised as often as the occasion therefor shall arise.

7. This Note is to be governed by and construed in accordance with the applicable laws of the State of Florida. Any action brought upon the enforcement of this Note is hereby authorized to be instituted and prosecuted in the state and federal courts located in Miami-Dade County, Florida, at the election of Payee.

NIMS Promissory Note in Favor of FGIT – October 23, 2024

8. This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. This Note shall not be assignable or transferable by Maker without the express written consent of Payee.

9. No delay on the part of Payee in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy. No single or partial exercise of a right or remedy shall preclude other or further exercise of that or any other right or remedy. The failure of Payee to insist upon strict performance of any term of this Note, or to exercise any right or remedy hereunder, shall not be construed as a waiver or relinquishment by the Payee for the future use of that term, right or remedy. No waiver of any right of the Payee is effective unless in writing executed by the Payee.

10. The unenforceability or invalidity of any provision of this Note as to any person or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

IN WITNESS WHEREOF, the undersigned has executed this Note on the date specified below.

DATE: October 23, 2024	MAKER:

	NON-INVASIVE MONITORING SYSTEMS, INC.

	By:	/s/ James J. Martin
	Its:	Chief Financial Officer

NIMS Promissory Note in Favor of FGIT – October 23, 2024

Exhibit 21.1

SUBSIDIARIES

Name of Subsidiary

State of

Incorporation

Name Under Which Subsidiary Is Doing

Business

Non-Invasive Monitoring Systems of Florida, Inc.

Florida

Non-Invasive Monitoring Systems of Florida, Inc.

NIMS of Canada, Inc.

Ontario, Canada

NIMS of Canada, Inc.

Exhibit 31.1

CERTIFICATIONS

I, Jane H. Hsiao, certify that:

	(1)	I have reviewed this Annual Report on Form 10-K of Non-Invasive Monitoring Systems, Inc.;

	(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and this report;

	(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Jane H. Hsiao
		Jane H. Hsiao
		Interim Chief Executive Officer
		(Principal Executive Officer)
		October 25, 2024

Exhibit 31.2

CERTIFICATIONS

I, James J. Martin, certify that:

	(1)	I have reviewed this Annual Report on Form 10-K of Non-Invasive Monitoring Systems, Inc.;

	(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ James J. Martin
		James J. Martin
		Chief Financial Officer
		(Principal Financial Officer)
		October 25, 2024

Exhibit 32.1

CERTIFICATION PURSUANT

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K of Non-Invasive Monitoring Systems, Inc. for the fiscal year ended July 31, 2024 (the “Report”), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Non-Invasive Monitoring Systems, Inc.

	By:	/s/ Jane H. Hsiao
		Jane H. Hsiao
		Interim Chief Executive Officer
		October 25, 2024

The certification set forth above is being furnished as an Exhibit solely pursuant to Section 906 of the Sarbanes—Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document of Non-Invasive Monitoring Systems, Inc. or the certifying officers.

Exhibit 32.2

CERTIFICATION PURSUANT

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Non-Invasive Monitoring Systems, Inc.

	By:	/s/ James J. Martin
		James J. Martin
		Chief Financial Officer
		October 25, 2024

Cover - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
Cover - USD ($) $ / shares in Units, $ in Millions	Jul. 31, 2024	Jul. 31, 2023	Oct. 25, 2024	Jan. 31, 2024
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jul. 31, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--07-31
Entity File Number	000-13176
Entity Registrant Name	NON INVASIVE MONITORING SYSTEMS INC /FL/
Entity Central Index Key	0000720762
Entity Tax Identification Number	59-2007840
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	4400 Biscayne Blvd.
Entity Address, Address Line Two	Suite 180
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33137
City Area Code	(305)
Local Phone Number	575-4200
Title of 12(b) Security	Common Stock $0.01 par value per share
Trading Symbol	NIMU
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Public Float				$ 2.2
Entity Common Stock, Shares Outstanding			154,810,655
Documents Incorporated by Reference	None
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Listing, Par Value Per Share	$ 0.01
Auditor Firm ID	572	274
Auditor Opinion	We have audited the accompanying consolidated balance sheet of Non-Invasive Monitoring Systems, Inc. (the “Company”) as of July 31, 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ deficit, and cash flows for the year then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2024, and the results of its consolidated operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.	We have audited the accompanying consolidated balance sheet of Non-Invasive Monitoring Systems, Inc. and Subsidiaries (the “Company”) as of July 31, 2023, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2023, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Auditor Name	Weinberg & Company, P.A.	EisnerAmper LLP
Auditor Location	Los Angeles, California	Coral Gables, FL

Consolidated Balance Sheets - USD ($) $ in Thousands	Jul. 31, 2024	Jul. 31, 2023
Current assets
Cash	$ 25	$ 7
Prepaid expenses	9	16
Total current assets	34	23
Total assets	34	23
Current liabilities
Accounts payable and accrued expenses	110	240
Current liabilities - discontinued operations	51	51
Total current liabilities	161	291
Total liabilities	759	635
Commitments and Contingencies
Shareholders’ deficit
Series B Preferred Stock, par value $1.00 per share; 100 shares authorized, issued and outstanding; liquidation preference $10
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 154,810,655 shares issued and outstanding as of July 31, 2024 and 2023, respectively	1,548	1,548
Additional paid in capital	26,574	26,574
Accumulated deficit	(28,847)	(28,734)
Total shareholders’ deficit	(725)	(612)
Total liabilities and shareholders’ deficit	34	23
Related Party [Member]
Current liabilities
Notes payable – related parties	500	300
Accrued interest – related parties	$ 98	$ 44

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jul. 31, 2024	Jul. 31, 2023
Preferred stock, shares authorized	1,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	154,810,655	154,810,655
Common stock, shares outstanding	154,810,655	154,810,655
Series B Preferred Stock [Member]
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	100	100
Preferred stock, shares issued	100	100
Preferred stock, shares outstanding	100	100
Preferred stock, liquidation preference	$ 10	$ 10

Consolidated Statements of Operations - USD ($) shares in Thousands	12 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Operating costs and expenses
General and administrative	$ 177,000	$ 169,000
Extinguishment of accounts payable	(118,000)
Total operating costs and expenses	59,000	169,000
Operating loss	(59,000)	(169,000)
Interest expense, related parties	(54,000)	(30,000)
Net loss	$ (113,000)	$ (199,000)
Weighted average number of common shares outstanding - basic	154,811	154,811
Weighted average number of common shares outstanding - diluted	154,811	154,811
Basic loss per common share	$ (0.00)	$ (0.00)
Diluted loss per common share	$ (0.00)	$ (0.00)

Consolidated Statements of Changes in Shareholders' Deficit - USD ($)	Preferred Stock [Member] Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jul. 31, 2022		$ 1,548,000	$ 26,574,000	$ (28,535,000)	$ (413,000)
Balance, shares at Jul. 31, 2022	100	154,810,655
Net loss				(199,000)	(199,000)
Balance at Jul. 31, 2023		$ 1,548,000	26,574,000	(28,734,000)	(612,000)
Balance, shares at Jul. 31, 2023	100	154,810,655
Net loss				(113,000)	(113,000)
Balance at Jul. 31, 2024		$ 1,548,000	$ 26,574,000	$ (28,847,000)	$ (725,000)
Balance, shares at Jul. 31, 2024	100	154,810,655

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Operating activities
Net loss	$ (113,000)	$ (199,000)
Adjustments to reconcile net loss to net cash used in operating activities
Extinguishment of accounts payable	(118,000)
Changes in operating assets and liabilities
Prepaid expenses	7,000	(10,000)
Accounts payable and accrued expenses	(12,000)	21,000
Accrued interest – related parties	54,000	30,000
Net cash used in operating activities	(182,000)	(158,000)
Financing activities
Proceeds from notes payable – related parties	200,000	150,000
Net cash provided by financing activities	200,000	150,000
Net increase (decrease) in cash	18,000	(8,000)
Cash, beginning of year	7,000	15,000
Cash, end of year	$ 25,000	$ 7,000

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (113,000)	$ (199,000)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jul. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

ORGANIZATION AND BUSINESS

12 Months Ended

Jul. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

1. ORGANIZATION AND BUSINESS

Business. The Company is currently a shell company (as defined in Rule 12b-2 of the Exchange Act).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jul. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Related Parties. The Company follows ASC 850 “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

DISCONTINUED OPERATIONS

12 Months Ended

Jul. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

3. DISCONTINUED OPERATIONS

SHAREHOLDERS’ DEFICIT

12 Months Ended

Jul. 31, 2024

Equity [Abstract]

SHAREHOLDERS’ DEFICIT

4. SHAREHOLDERS’ DEFICIT

No preferred stock dividends were declared for the years ended July 31, 2024 and 2023.

The Company did not issue any shares of the Company’s common stock during the years ended July 31, 2024 and 2023.

BASIC AND DILUTED LOSS PER SHARE

12 Months Ended

Jul. 31, 2024

Earnings Per Share [Abstract]

BASIC AND DILUTED LOSS PER SHARE

5. BASIC AND DILUTED LOSS PER SHARE

RELATED PARTY TRANSACTIONS

12 Months Ended

Jul. 31, 2024

RELATED PARTY TRANSACTIONS

6. RELATED PARTY TRANSACTIONS

NOTES PAYABLE – RELATED PARTY

12 Months Ended

Jul. 31, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE – RELATED PARTY

7. NOTES PAYABLE – RELATED PARTY

Notes payable- related party are summarized in the following table (in thousands):

	As of July 31, 2024		As of July 31, 2023

(a) Notes payable- Frost Gamma Investments Trust	$	350	$	150
(b) Notes payable- Dr. Jane Hsiao		150		150
Total Notes payable - related party	$	500	$	300

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jul. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

8. COMMITMENTS AND CONTINGENCIES

Leases.

The Company was under an operating lease agreement for our corporate office space that expired in 2012. The lease currently continues on a month-to-month basis at no cost.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

12 Months Ended

Jul. 31, 2024

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses from continuing operations are summarized in the following table (in thousands):

	July 31, 2024		July 31, 2023
Accounts payable	$	80	$	209
Accrued redemption		10		10
Accrued other		20		21
Total	$	110	$	240

INCOME TAXES

12 Months Ended

Jul. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

10. INCOME TAXES

	July 31, 2024			%			July 31, 2023			%
Income tax benefit at the federal statutory rate from continuing operations	$	(49	)		21.0		$	(42	)		21.0
State income taxes, net of effect of federal taxes		(10	)		4.3			(9	)		4.5
Expired net operating losses		0			-			364			(182.8	)
Change in valuation allowance		59			(25.3	)		(313	)		157.3
Total	$	-			-		$	-			-

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets consist of the following (in thousands):

SCHEDULE OF DEFERRED TAX ASSETS

	July 31, 2024			July 31, 2023
Federal and State net operating loss	$	3,830		$	3,768
Foreign net operating loss		18			18
Other		-			3
Gross deferred tax assets		3,848			3,789
Less: Valuation allowance		(3,848	)		(3,789	)
Net deferred tax asset	$	-		$	-

SUBSEQUENT EVENT

12 Months Ended

Jul. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENT

11. SUBSEQUENT EVENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jul. 31, 2024
Accounting Policies [Abstract]
Consolidation	*Consolidation.* The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Non-Invasive Monitoring Systems of Florida, Inc., which has no current operations, and NIMS of Canada, Inc., a Canadian corporation, which has no current operations. All inter-company accounts and transactions have been eliminated in consolidation.
Discontinued Operations	*Discontinued Operations.* For the years ended July 31, 2024 and 2023, results from operations for our Exer-Rest Business are classified as discontinued operations. The carve out of the discontinued operations (i) were prepared in accordance with the SEC’s carve out rules under Staff Accounting Bulletin (“SAB”) Topic 1B1 and (ii) are derived from identifying and carving out the specific assets, liabilities, operating expenses and interest expense associated with the Exer-Rest Business’s operations (see Note 3).
Use of Estimates	*Use of Estimates.* The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions, such as deferred taxes as estimates, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ materially from these estimates.
Cash and Cash Equivalents	*Cash and Cash Equivalents.* The Company considers all highly liquid short-term investments purchased with an original maturity date of three months or less to be cash equivalents. The Company had approximately $25,000 and $7,000, on deposit in bank operating accounts at July 31, 2024 and July 31, 2023, respectively.
Income Taxes	*Income Taxes.* The Company uses the asset and liability method to determine the income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2020 to 2023 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. The net operating losses are generally subject to examination up to three years after the utilization of such losses. It is the Company’s policy to include income tax interest and penalty expense in its tax provision.
Fair Value of Financial Instruments	*Fair Value of Financial Instruments.* Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2024 and 2023. The respective carrying value of certain on-balance-sheet financial instruments such as cash, prepaid expenses and accounts payable and accrued expenses approximate fair values because they are short term in nature.
Loss Contingencies	*Loss Contingencies.* We recognize contingent losses that are both probable and estimable. In this context, we define probability as circumstances under which events are likely to occur. In regard to legal costs, we record such costs as incurred.
Related Parties	*Related Parties.* The Company follows ASC 850 “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Recent Accounting Pronouncements	*Recent Accounting Pronouncements.* The Company considers the applicability and impact of all relevant Accounting Standard Updates (“ASU’s”). Our conclusion was that they did not have any material effect on the consolidated financial statements.

NOTES PAYABLE – RELATED PARTY (Tables)

12 Months Ended

Jul. 31, 2024

Debt Disclosure [Abstract]

SCHEDULE OF NOTES PAYABLE- RELATED PARTY

Notes payable- related party are summarized in the following table (in thousands):

	As of July 31, 2024		As of July 31, 2023

(a) Notes payable- Frost Gamma Investments Trust	$	350	$	150
(b) Notes payable- Dr. Jane Hsiao		150		150
Total Notes payable - related party	$	500	$	300

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

12 Months Ended

Jul. 31, 2024

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses from continuing operations are summarized in the following table (in thousands):

	July 31, 2024		July 31, 2023
Accounts payable	$	80	$	209
Accrued redemption		10		10
Accrued other		20		21
Total	$	110	$	240

INCOME TAXES (Tables)

12 Months Ended

Jul. 31, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF FEDERAL INCOME TAX RATE AND INCOME TAXES

	July 31, 2024			%			July 31, 2023			%
Income tax benefit at the federal statutory rate from continuing operations	$	(49	)		21.0		$	(42	)		21.0
State income taxes, net of effect of federal taxes		(10	)		4.3			(9	)		4.5
Expired net operating losses		0			-			364			(182.8	)
Change in valuation allowance		59			(25.3	)		(313	)		157.3
Total	$	-			-		$	-			-

SCHEDULE OF DEFERRED TAX ASSETS

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets consist of the following (in thousands):

SCHEDULE OF DEFERRED TAX ASSETS

	July 31, 2024			July 31, 2023
Federal and State net operating loss	$	3,830		$	3,768
Foreign net operating loss		18			18
Other		-			3
Gross deferred tax assets		3,848			3,789
Less: Valuation allowance		(3,848	)		(3,789	)
Net deferred tax asset	$	-		$	-

ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	12 Months Ended
ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net losses from continuing operations	$ 113,000	$ 199,000
Accumulated deficit	28,847,000	28,734,000
Cash	25,000	$ 7,000
Working capital	$ 127,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Accounting Policies [Abstract]
Deposit in bank	$ 25,000	$ 7,000

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Accounts payable and accrued expenses	$ 51,000	$ 51,000

SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($)	12 Months Ended
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Class of Stock [Line Items]
Capital stock, shares authorized	401,000,000
Common stock, shares authorized	400,000,000	400,000,000
Preferred stock, designated shares	1,000,000
Preferred stock, dividends declared	$ 0	$ 0
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued	0	0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, designated shares	100	100
Preferred stock liquidation value, per share value	$ 100
Dividends payable amount per share	$ 10

BASIC AND DILUTED LOSS PER SHARE (Details Narrative) - shares	12 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Earnings Per Share [Abstract]
Weighted average outstanding common shares dilution adjustment	0	0

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Jan. 01, 2008	Feb. 29, 2016	Jul. 31, 2024	Jul. 31, 2023
Dr. Phillip Frost [Member]
Related Party Transaction [Line Items]
Lease term	5 years
Rental payments	$ 1,250	$ 0
Rent expense			$ 0	$ 0
Rent payable			$ 0	$ 0
Dr. Phillip Frost [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Beneficial ownership percentage	10.00%
Dr. Phillip Frost [Member] \| Cocrystal Pharma, Inc [Member]
Related Party Transaction [Line Items]
Beneficial ownership percentage			5.00%

SCHEDULE OF NOTES PAYABLE- RELATED PARTY (Details) - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Frost Gamma Investments Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Notes payable - related party	$ 350,000	$ 150,000
Dr. Jane Hsiao [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Notes payable - related party	150,000	150,000
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Notes payable - related party	$ 500,000	$ 300,000

NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($)		12 Months Ended
	Aug. 15, 2023	Jul. 31, 2024	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2021
Frost Gamma Investments Trust [Member]
Short-Term Debt [Line Items]
Notes, description			the Company had outstanding notes payable Frost Gamma Investments Trust (“Frost Gamma”) in the aggregate principal amount of $150,000, which pertained to promissory notes issued in fiscal 2021 and 2022, in the principal amount of $75,000 and $75,000, respectively. The promissory notes accrue interest at a rate of 11% per annum, payable on the maturity date on July 31, 2025, as amended on August 15, 2023. The Frost Gamma promissory note may be prepaid in advance of the maturity date without penalty. Frost Gamma is a trust controlled by Dr. Phillip Frost, a current director of the Company, and who beneficially owns in excess of 10% of the Company’s common stock.
Notes payable		$ 350,000	$ 150,000
Frost Gamma Investments Trust [Member] \| Promissory Note [Member]
Short-Term Debt [Line Items]
Notes, description	the Company entered into a new promissory note agreement with Frost Gamma in the principal amount of $200,000, which also accrues interest at a rate of 11% per annum, payable on the maturity date on July 31, 2025. This promissory note may also be prepaid in advance of the maturity date without penalty. There were no payments made on the promissory notes to Frost Gamma during the fiscal year ended July 31, 2024, and as such, total outstanding notes payable balance was $350,000 as of the fiscal year then ended.
Promissory notes, principal amount	$ 200,000			$ 75,000	$ 75,000
Accrued interest rate	11.00%		11.00%
Maturity date	Jul. 31, 2025		Jul. 31, 2025
Payments on promissory notes		0
Dr. Jane Hsiao [Member]
Short-Term Debt [Line Items]
Notes, description			the Company had outstanding notes payable Jane Hsiao, Ph.D. (“Dr. Hsiao”) in the aggregate principal amount of $150,000, which pertained to promissory notes issued in fiscal 2021 and 2022, in the principal amount of $75,000 and $75,000, respectively. The promissory notes accrue interest at a rate of 11% per annum, payable on the maturity date on July 31, 2025, as amended on August 15, 2023. The promissory notes to Dr. Hsiao may be prepaid in advance of the maturity date without penalty. Dr. Hsiao is the Company’s Chairman and Interim CEO, and who beneficially owns in excess of 10% of the Company’s common stock.
Notes payable		150,000	$ 150,000
Dr. Jane Hsiao [Member] \| Promissory Note [Member]
Short-Term Debt [Line Items]
Promissory notes, principal amount				$ 75,000	$ 75,000
Accrued interest rate			11.00%
Maturity date			Jul. 31, 2025
Payments on promissory notes		$ 0

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jul. 31, 2024	Jul. 31, 2023
Payables and Accruals [Abstract]
Accounts payable	$ 80	$ 209
Accrued redemption	10	10
Accrued other	20	21
Total	$ 110	$ 240

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative)	12 Months Ended
	Jul. 31, 2024 USD ($)
Payables and Accruals [Abstract]
Accounts payable adjustment	$ 118,000

SCHEDULE OF FEDERAL INCOME TAX RATE AND INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Income Tax Disclosure [Abstract]
Income tax benefit at the federal statutory rate from continuing operations	$ (49)	$ (42)
Income tax benefit at the federal statutory rate from continuing operations, percent	21.00%	21.00%
State income taxes, net of effect of federal taxes	$ (10)	$ (9)
State income taxes, net of effect of federal taxes, rate	4.30%	4.50%
Expired net operating losses	$ 0	$ 364
Expired net operating losses, rate		(182.80%)
Change in valuation allowance	$ 59	$ (313)
Change in valuation allowance, rate	(25.30%)	157.30%
Total
Total Percentage

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands	Jul. 31, 2024	Jul. 31, 2023
Income Tax Disclosure [Abstract]
Federal and State net operating loss	$ 3,830	$ 3,768
Foreign net operating loss	18	18
Other		3
Gross deferred tax assets	3,848	3,789
Less: Valuation allowance	(3,848)	(3,789)
Net deferred tax asset

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Income tax likelihood percentage description	greater than 50 percent
Statutory federal income tax rate	21.00%	21.00%
Operating loss carryforwards not subject to expiration	$ 2,100,000
Reduce taxable income percentage description	net operating losses can only be used to reduce taxable income by 80 percent
Deferred tax assets, valuation allowance	$ 3,848,000	$ 3,789,000
Increase (decrease) in valuation allowance	59,000	(313,000)
Income taxes paid	0	$ 0
Federal and State Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards	14,800,000
Foreign Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards	$ 100,000

SUBSEQUENT EVENT (Details Narrative) - 2024 Frost Gamma Note [Member] - Subsequent Event [Member] - USD ($)	Oct. 23, 2024	Sep. 25, 2024
Subsequent Event [Line Items]
Promissory note principal amount	$ 30,000.00	$ 25,000.00
Interest rate percentage	11.00%	11.00%
Dr Philip Frost [Member]
Subsequent Event [Line Items]
Beneficially owned percentage	10.00%	10.00%

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