NIMU Finalizes Gravitics Reverse Merger Terms: 96.5% Ownership Shift, 9M-Share Equity Plan, and $125M IPO Path
Summary
NIMU's fourth S-4 amendment finalizes the Gravitics reverse merger terms, including a 9M-share equity incentive plan, exact merger consideration, and disclosure of 7.9M warrants exercised at $0.01 — locking in a 96.5%/3.5% ownership split that leaves existing NIMS holders with just 3% of the combined company.
Key Events · M&A and Partnerships · NIMU
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2026 Equity Incentive Plan Adopted
Holders of 63.4% of NIMS common stock approved the 2026 Equity Incentive Plan by written consent, reserving 9,000,000 shares for post-merger awards — a substantial equity overhang on the combined company.
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Final Merger Consideration Quantified
Gravitics stockholders will receive 30,152,861 shares, 5,534,506 stock options, and 354,394 warrants, based on an Exchange Ratio of 1.2115, resulting in a 96.5%/3.5% ownership split favoring Gravitics.
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Deeply Dilutive $0.01 Warrant Exercises Disclosed
7,901,312 Gravitics warrants were previously exercised at $0.01 per share, including 4,794,604 by service providers Soul Capital Partners and PR Capital Corp FZCO as compensation — shares that will hit the post-merger float.
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Pro Forma Ownership: NIMS Holders Left with 3%
Post-merger pro forma table shows Gravitics stockholders at 76.81%, Concurrent Financing (IPO) investors at 20.18%, and existing NIMS stockholders at just 3.01% — extreme dilution for current holders.
Analysis · NIMU · Manufacturing
Amendment No. 4 to the S-4 locks in the final merger mechanics for the Gravitics reverse merger. The 2026 Equity Incentive Plan, approved by 63.4% of stockholders via written consent, reserves 9 million shares for post-merger awards — a significant equity overhang. The filing also quantifies the exact merger consideration: 30.15 million shares, 5.53 million options, and 354,394 warrants to Gravitics holders, cementing the 96.5%/3.5% ownership split. Critically, it discloses that 7.9 million Gravitics warrants were previously exercised at $0.01 per share, including 4.79 million by service providers as compensation — a deeply dilutive arrangement that will weigh on the post-merger share count. The pro forma table shows NIMS stockholders will own just 3.01% after the concurrent $125 million IPO, meaning existing holders face extreme dilution. The merger remains contingent on the IPO closing and Nasdaq listing approval, with an outside date of September 30, 2026 (extendable to October 15).
How filings like this one have moved
In the 30 days to Oct 30, 2026, 38.6% of the 919 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.45%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, NIMU was trading at $11.50 on OTC in the Manufacturing sector, with a market capitalization of approximately $361.8M. The 52-week trading range was $0.01 to $13.65. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.