NIMU S-4/A No. 3 Finalizes Gravitics Reverse Merger Terms: 96.5% Ownership Split, 9M-Share Equity Plan, $1M Bridge Loan
Summary
NIMU's latest S-4 amendment finalizes the Gravitics reverse merger with a 96.5%/3.5% ownership split, a 9M-share equity incentive plan, and a high-cost $1M bridge loan.
Key Events · M&A and Partnerships · NIMU
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Ownership Split Revised to 96.5%/3.5%
The August 11, 2026 amendment to the Merger Agreement increases Gravitics stockholders' post-merger ownership to not less than 96.5%, reducing existing NIMU stockholders to not more than 3.5% on a fully diluted basis.
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9M-Share Equity Incentive Plan Adopted
Holders of 63.4% of NIMU common stock approved a 2026 Equity Incentive Plan reserving 9,000,000 shares for awards — approximately 8.7x the 1,032,640 shares currently outstanding.
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Exchange Ratio Set at 1.21373
Gravitics stockholders will receive 1.21373 NIMU shares for each Gravitics share, resulting in 33,411,424 shares to Gravitics holders and 8,841,230 shares to concurrent financing investors.
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$1M Bridge Loan with 50% OID
Gravitics entered a $1.0M unsecured credit facility with BZH SPO LLC on August 17, 2026, carrying a 50% original issue discount per 30-day period — implying approximately $2.1M due at the 60-day maturity.
Analysis · NIMU · Manufacturing
This third amendment to the S-4 materially advances the reverse merger with Gravitics. The ownership split was revised from 95.5%/4.5% to 96.5%/3.5% in favor of Gravitics stockholders, further diluting existing NIMU holders. A new 2026 Equity Incentive Plan reserves 9 million shares — roughly 8.7x the current 1.03M outstanding — creating significant future overhang. The filing also discloses a $1.0M bridge loan from BZH SPO LLC with a 50% original issue discount per 30-day period, implying repayment of approximately $2.1M at the 60-day maturity — a costly financing that underscores the company's cash constraints ahead of the September 30, 2026 closing deadline. The merger remains contingent on a $125M public offering and Nasdaq listing approval, neither of which is guaranteed.
How filings like this one have moved
In the 30 days to Sep 11, 2026, 36.1% of the 1753 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.04%. 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 $11.24 on OTC in the Manufacturing sector, with a market capitalization of approximately $11.6M. 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.