Non-Invasive Monitoring Systems (NIMU) 10-Q 14 Dec 22 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Oct. 31, 2022	Dec. 13, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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	575-4207
Title of 12(b) Security	Common Stock $0.01 par value per share
Trading Symbol	NIMU
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 Common Stock, Shares Outstanding		154,810,655

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 31, 2022	Jul. 31, 2022
Current assets
Cash	$ 89	$ 15
Prepaid expenses	39	6
Total current assets	128	21
Total assets	128	21
Current liabilities
Accounts payable and accrued expenses	241	219
Current liabilities – discontinued operations	51	51
Notes payable – related parties	300
Accrued interest	20
Total current liabilities	612	270
Notes payable – related parties		150
Accrued interest		14
Total liabilities	612	434
Commitments and contingencies (Note 8)
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 October 31, 2022 and July 31, 2022	1,548	1,548
Additional paid in capital	26,574	26,574
Accumulated deficit	(28,606)	(28,535)
Total shareholders’ deficit	(484)	(413)
Total liabilities and shareholders’ deficit	$ 128	$ 21

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Oct. 31, 2022	Jul. 31, 2022
Series B Preferred stock, shares authorized	1,000,000
Series B Preferred stock, liquidation preference	$ 10	$ 10
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]
Series B Preferred stock, par value	$ 1	$ 1
Series B Preferred stock, shares issued	100	100
Series B Preferred stock, shares outstanding	100	100
Series B Preferred stock, shares authorized	100	100

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Operating costs and expenses
General and administrative	$ 65	$ 57
Total operating costs and expenses	65	57
Operating loss	(65)	(57)
Interest expense	(6)	(1)
Net loss	$ (71)	$ (58)
Weighted average number of common shares outstanding - basic and diluted	154,811	154,811
Basic and diluted loss per common share	$ 0	$ 0

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands	Series B Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jul. 31, 2021		$ 1,548	$ 26,574	$ (28,362)	$ (240)
Balance, shares at Jul. 31, 2021	100	154,810,655
Net loss				(58)	(58)
Ending balance, value at Oct. 31, 2021		$ 1,548	26,574	(28,420)	(298)
Balance, shares at Oct. 31, 2021	100	154,810,655
Beginning balance, value at Jul. 31, 2022		$ 1,548	26,574	(28,535)	(413)
Balance, shares at Jul. 31, 2022	100	154,810,655
Net loss				(71)	(71)
Ending balance, value at Oct. 31, 2022		$ 1,548	$ 26,574	$ (28,606)	$ (484)
Balance, shares at Oct. 31, 2022	100	154,810,655

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Operating activities
Net loss	$ (71)	$ (58)
Changes in operating assets and liabilities
Prepaid expenses	(33)	(44)
Accounts payable and accrued expenses	22	(17)
Accrued interest	6	1
Net cash used in operating activities	(76)	(118)
Financing activities
Proceeds from note payable – related parties	150	150
Net cash provided by financing activities	150	150
Net increase in cash	74	32
Cash, beginning of period	15	55
Cash, end of period	$ 89	$ 87

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS	3 Months Ended
	Oct. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	1. ORGANIZATION AND BUSINESS Organization. ® Business. Discontinued Operations. Accordingly, the Company determined that the liabilities met the discontinued operations criteria in Accounting Standards Codification 205-20-45 and were classified as discontinued operations at October 31, 2022 and July 31, 2022. Going Concern. 71,000 58,000 28.6 89,000 484,000 The Company is seeking potential mergers, acquisitions and strategic collaborations. The Company is also exploring obtaining additional promissory notes from related parties. 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Oct. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation. Discontinued Operations. Use of Estimates. Cash and Cash Equivalents. 89,000 15,000 no Income Taxes. The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2018 to 2022 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. Fair Value of Financial Instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2022 and July 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments such as cash, prepaid expenses, accounts payable, accrued expenses and accrued interest approximate fair values because they are short term in nature or they bear current market interest rates. Loss Contingencies. Related Parties. Recent Accounting Pronouncements.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Oct. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	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. The detail of the condensed consolidated balance sheets for the discontinued operations is as stated below: SCHEDULE OF BALANCE SHEETS OF DISCONTINUED OPERATIONS As of October 31, 2022 As of July 31, 2022 Current liabilities – discontinued operations Accounts payable and accrued expenses $ 51 $ 51 Total current liabilities – discontinued operations 51 51 Total liabilities – discontinued operations $ 51 $ 51

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	3 Months Ended
	Oct. 31, 2022
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	4. SHAREHOLDERS’ DEFICIT The Company has a single 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 401,000,000 400,000,000 1,000,000 Series B Preferred Stock is not redeemable by the Company and has a liquidation value of $ 100 10 No The Company did no

BASIC AND DILUTED LOSS PER SHAR

BASIC AND DILUTED LOSS PER SHARE	3 Months Ended
	Oct. 31, 2022
Earnings Per Share [Abstract]
BASIC AND DILUTED LOSS PER SHARE	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 the conversion of preferred stock. In computing diluted net loss per share for the periods ended October 31, 2022 and 2021, no

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Oct. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	6. RELATED PARTY TRANSACTIONS Dr. Hsiao, Dr. Frost and directors Steven Rubin and Rao Uppaluri are stockholders and/or directors or former directors of Asensus Surgical, Inc. (formerly TransEnterix, Inc.) (“Asensus”), a publicly-traded medical device company. The Company’s Chief Legal Officer has served under a cost sharing arrangement as the Chief Legal Officer of Asensus, from December 2009 until August 31, 2021. Since September 1, 2021 the Company’s Chief Legal Officer has been compensated directly from the Company. The Company’s Chief Financial Officer also serves as the Chief Financial Officer and Co-Interim Chief Executive Officer of Cocrystal Pharma, Inc., a clinical stage Nasdaq listed biotechnology company, and in which Steve Rubin and Dr. Frost serves on the Board. The Company expensed $ 0 and $ 400 under the cost sharing arrangement during the three months ended October 31, 2022 and 2021, respectively. At October 31, 2022 and July 31, 2022, the Company had no The Company signed a five year 10% December 31, 2012 1,250 0 no no 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.

NOTES PAYABLE _ RELATED PARTIES

NOTES PAYABLE – RELATED PARTIES	3 Months Ended
	Oct. 31, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE – RELATED PARTIES	7. NOTES PAYABLE – RELATED PARTIES On October 4, 2021, the Company entered into two Promissory Notes in the principal amount of $ 75,000 11% October 4, 2023 On September 16, 2022, the Company entered into two Promissory Notes in the principal amount of $ 75,000 11% October 4, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Oct. 31, 2022
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 Product Development and Supply Agreement. In September 2007, the Company entered into a Product Development and Supply Agreement (the “Agreement”) with Sing Lin Technologies Co. Ltd., a company based in Taichung, Taiwan (“Sing Lin”). Pursuant to the Agreement, the Company consigned to Sing Lin the development and design of the next generation Exer-Rest and related devices. The Agreement commenced as of September 3, 2007 and had a term that extended three years from the acceptance by NIMS of the first run of production units. Thereafter, the Agreement automatically renewed for successive one year terms unless either party sent the other a notice of non-renewal. Either party was permitted to terminate the Agreement with ninety days prior written notice. Upon termination, each party’s obligations under the Agreement were to be limited to obligations related to confirmed orders placed prior to the termination date. Pursuant to the Agreement, Sing Lin designed, developed and manufactured the tooling required to manufacture the acceleration therapeutic platforms for a total cost to the Company of $ 471,000 150,000 150,000 Under the now-terminated Agreement, the Company also granted Sing Lin the exclusive distribution rights for the products in certain countries in the Far East, including Taiwan, China, Japan, South Korea, Malaysia, Indonesia and certain other countries. Sing Lin agreed not to sell the Products outside its geographic areas in the Far East. The Agreement provided for the Company to purchase approximately $ 2.6 4.1 8.8 1.7 41,000 13.9 As of October 31, 2022, the Company had not placed orders sufficient to meet the purchase obligations under the Agreement. The Company notified Sing Lin in June 2010 that it was terminating the Agreement effective September 2010, and Sing Lin in July 2010 demanded that the Company place orders sufficient to fulfill the three year minimum purchase obligations in the Agreement

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Oct. 31, 2022
Accounting Policies [Abstract]
Consolidation.	Consolidation.
Discontinued Operations.	Discontinued Operations.
Use of Estimates.	Use of Estimates.
Cash and Cash Equivalents.	Cash and Cash Equivalents. 89,000 15,000 no
Income Taxes.	Income Taxes. The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2018 to 2022 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired.
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 October 31, 2022 and July 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments such as cash, prepaid expenses, accounts payable, accrued expenses and accrued interest approximate fair values because they are short term in nature or they bear current market interest rates.
Loss Contingencies.	Loss Contingencies.
Related Parties.	Related Parties.
Recent Accounting Pronouncements.	Recent Accounting Pronouncements.

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	3 Months Ended
	Oct. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
SCHEDULE OF BALANCE SHEETS OF DISCONTINUED OPERATIONS	The detail of the condensed consolidated balance sheets for the discontinued operations is as stated below: SCHEDULE OF BALANCE SHEETS OF DISCONTINUED OPERATIONS As of October 31, 2022 As of July 31, 2022 Current liabilities – discontinued operations Accounts payable and accrued expenses $ 51 $ 51 Total current liabilities – discontinued operations 51 51 Total liabilities – discontinued operations $ 51 $ 51

ORGANIZATION AND BUSINESS (Deta

ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net losses from continuing operations	$ 71,000	$ 58,000
Accumulated deficit	28,606,000		$ 28,535,000
Cash	89,000
Working capital deficit	$ 484,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Accounting Policies [Abstract]
Cash at bank	$ 89,000	$ 15,000
Cash equivalents, at carrying value	$ 0	$ 0

SCHEDULE OF BALANCE SHEETS OF D

SCHEDULE OF BALANCE SHEETS OF DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands	Oct. 31, 2022	Jul. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Accounts payable and accrued expenses	$ 51	$ 51
Total current liabilities – discontinued operations	51	51
Total liabilities – discontinued operations	$ 51	$ 51

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022
Class of Stock [Line Items]
Capital units, authorized	401,000,000
Common stock, shares authorized	400,000,000		400,000,000
Series B Preferred stock, shares authorized	1,000,000
Dividends, preferred stock	$ 0	$ 0
Stock issued during the period
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Series B Preferred stock, shares authorized	100		100
Preferred stock liquidation preference, per share value	$ 100
Dividends payable amount per share	$ 10

BASIC AND DILUTED LOSS PER SH_2

BASIC AND DILUTED LOSS PER SHARE (Details Narrative) - shares	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	0	0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Jan. 02, 2008	Feb. 29, 2016	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022
Related Party Transaction [Line Items]
Liabilities			$ 612,000		$ 434,000
Dr. Phillip Frost [Member]
Related Party Transaction [Line Items]
Lease term	5 years
Beneficial ownership percentage	10%
Lease expired date	Dec. 31, 2012
Rental payments	$ 1,250	$ 0	0	$ 0
Rent expense
Cost Sharing Arrangement [Member]
Related Party Transaction [Line Items]
Costs and Expenses, Related Party			0	$ 400
Cost Sharing Arrangement [Member] | Asensus Surgical Inc [Member]
Related Party Transaction [Line Items]
Liabilities			$ 0		$ 0

NOTES PAYABLE _ RELATED PARTI_2

NOTES PAYABLE – RELATED PARTIES (Details Narrative) - Two Promissory Notes [Member] - USD ($)	Sep. 16, 2022	Oct. 04, 2021
Short-Term Debt [Line Items]
Note and security agreement, description	the Company entered into two Promissory Notes in the principal amount of $75,000 each with Frost Gamma Investments Trust (the “Frost Gamma Note 2”), a trust controlled by Dr. Phillip Frost and with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “Hsiao Note 2”), both which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the Frost Gamma Note 2 and Hsiao Note 2 is 11% per annum, payable on the Maturity Date of October 4, 2023. The Frost Gamma Note 2 and Hsiao Note 2 may be prepaid in advance of the Maturity Date without penalty.	the Company entered into two Promissory Notes in the principal amount of $75,000 each with Frost Gamma Investments Trust (the “Frost Gamma Note”), a trust controlled by Dr. Phillip Frost and with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “Hsiao Note”), both which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the Frost Gamma Note and Hsiao Note is 11% per annum, payable on the maturity date of October 4, 2023 (the “Maturity Date”). The Frost Gamma Note and Hsiao Note may be prepaid in advance of the Maturity Date without penalty
Debt instrument, face amount	$ 75,000	$ 75,000
Debt instrument, interest rate	11%	11%
Debt instrument, maturity date	Oct. 04, 2023	Oct. 04, 2023

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Sep. 30, 2007	Oct. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease expiration, date		2012
Sing Lin Techonologies [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to suppliers		$ 1,700,000
Due to related party		41,000
Product Development and Supply Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase obligation		$ 13,900,000
Purchase obligations commitments		The Company notified Sing Lin in June 2010 that it was terminating the Agreement effective September 2010, and Sing Lin in July 2010 demanded that the Company place orders sufficient to fulfill the three year minimum purchase obligations in the Agreement
Product Development and Supply Agreement [Member] | Exer-Rest Units [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase obligation, due in next twelve months		$ 2,600,000
Purchase obligation, due in second year		4,100,000
Purchase obligation, due in third year		$ 8,800,000
Product Development and Supply Agreement [Member] | Sing Lin Technologies Co. Ltd. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Manufacturing costs	$ 471,000
Tooling cost	150,000
Payments on approval of product prototype concepts and designs	$ 150,000