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Organization and Business
9 Months Ended
Apr. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Business

1. ORGANIZATION AND BUSINESS

 

Organization. Non-Invasive Monitoring Systems, Inc., a Florida corporation (together with its consolidated subsidiaries, the “Company” or “NIMS”), began business as a medical diagnostic monitoring company to develop computer-aided continuous monitoring devices to detect abnormal respiratory and cardiac events using sensors on the human body’s surface. It has ceased to operate in this market. The Company has 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.

 

Business. During the calendar years 2005 to 2007, the Company designed, developed and manufactured the first Exer-Rest platform (now the Exer-Rest AT), a second generation acceleration therapeutics platform, and updated its operations to promote the Exer-Rest AT overseas as an aid to improve circulation and joint mobility and to relieve minor aches and pains. The Company then developed a third generation of Exer-Rest acceleration therapeutic platforms (designated the Exer-Rest AT3800 and the Exer-Rest AT4700) that has been manufactured by Sing Lin Technologies Co. Ltd. (“Sing Lin”) based in Taichung, Taiwan (see Note 8).

 

The Company continues researching the development of a next generation Exer-Rest® line of acceleration therapeutic platforms. The goal for this fourth generation Exer-Rest model is to be more portable than the current models and reduce cost to manufacture.

 

The Company’s condensed financial statements have been prepared and presented on a basis assuming it will continue as a going concern. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net losses of approximately $1,574,000 and $338,000 for the nine month periods ended April 30, 2019 and 2018, respectively, and has experienced cash outflows from operating activities. The Company also has an accumulated deficit of approximately $28.0 million as of April 30, 2019 and has potential purchase obligations at April 30, 2019 (see note 8). The Company had $575,000 of cash at April 30, 2019 and working capital of approximately $122,000. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is continuing its business activities without any significant revenues from product sales. Absent any significant revenues from product sales, the Company is seeking debt or equity financing or a strategic collaboration. 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 condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

 

Equity Exchange Agreement. On December 3, 2018, the Company entered into an Equity Exchange Agreement, as amended on April 17, 2019 by Amendment No. 1 and as amended on June 3, 2019 by Amendment No. 2,  with IRA Financial Trust Company, a South Dakota trust corporation (“IRA Trust”), IRA Financial Group LLC, a Florida limited liability company (“IRAFG” and, together with IRA Trust, “IRA Financial”), and their respective equity holders (the “Equityholders”). Upon the terms and subject to the conditions contained in the Exchange Agreement, the Company will issue to the Equityholders shares of a newly-designated series of its convertible preferred stock (the “Exchange Shares”) in exchange for 100% of the issued and outstanding equity in IRA Financial (the “Exchange”).

 

Upon consummation of the Exchange, the Exchange Shares, on an as-converted basis, will comprise 85% of the issued and outstanding shares of the Company’s common stock.