NIMU S-4/A No. 7: Gravitics Merger Terms Finalized, Offering Floor Cut to $40M
NIMU filed a M&A and Partnerships on light trading volume (0.3× avg).
Summary
NIMU filed Amendment No. 7 to its S-4 for the Gravitics reverse merger, disclosing a 96.5%/3.5% ownership split, a 9-million-share equity plan approved by written consent, and a concurrent offering now targeted at $50 million (minimum $40 million) instead of $125 million. Gravitics' $1 million bridge loan is in default ahead of an October 30, 2026 outside closing date.
Key Events · M&A and Partnerships · NIMU
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Gravitics Reverse Merger Terms Restated
All-stock reverse triangular merger: Gravitics holders receive 30,152,861 shares plus 5,534,506 options and 354,394 warrants, ending with 96.5% of the combined company on a fully diluted basis; legacy NIMU holders keep 3.5%.
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Offering Target Cut to $50M
The October 19, 2026 merger amendment redefines the Public Offering as $50.0 million, but no less than $40.0 million excluding over-allotment — down from the $125 million target set on September 30, 2026. Pro forma assumes 3,564,515 shares sold to offering investors (9.33% of 38,221,381 fully diluted shares).
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Equity Plan Approved by Written Consent
Holders of ~63.4% of NIMU stock approved the 2026 Equity Incentive Plan reserving 9,000,000 shares; no proxy is being solicited and the action takes effect 20 days after the information statement is mailed.
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Bridge Loan in Default
Gravitics' $1.0 million BZH SPO note was not repaid at its October 15, 2026 maturity. Forbearance sets a $2.65 million redemption if paid by November 14, 2026 or $3.22 million by December 14, 2026, with $1.0 million due within 24 hours of any STRATFI receipt.
Analysis · NIMU · Manufacturing
This near-final proxy/prospectus covers the all-stock reverse merger that turns a dormant shell into Gravitics Holdings, a space-structures company with a $270 million Axiom cargo contract and a $60 million Space Force STRATFI award. Legacy NIMU holders keep only 3.5% of the combined company (about 1.31 million of 38.2 million fully diluted shares), so the deal is effectively a new company listing on Nasdaq as GVTX. Two things changed materially since the last amendment: the concurrent public offering target was cut from $125 million to a $50 million deal that may be as small as $40 million, and Gravitics' $1.0 million bridge from BZH SPO is already in default, with a forbearance that could require $2.65-3.22 million to retire. Closing is conditioned on Nasdaq approval, the offering being ready, and the Defender note converting — all against an October 30, 2026 outside date, ten days from today.
How filings like this one have moved
In the 30 days to Oct 20, 2026, 37.4% of the 952 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. 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 $10.81 on OTC in the Manufacturing sector, with a market capitalization of approximately $340.1M. The 52-week trading range was $0.01 to $13.65. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.