##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
  þ
    
    Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 For the fiscal year ended July 31, 2010
 OR
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number 0-13176
 NON-INVASIVE MONITORING SYSTEMS, INC.
  Florida
    
    59-2007840(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4400 Biscayne Blvd., Suite 180, Miami, Florida, 33137
  (305) 575-4200
 None
  Common stock, $0.01 par value per share
  o
 o
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting companyþ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE: None




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EXPLANATORY NOTE
  10-K.
  2




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##### 



NON-INVASIVE MONITORING SYSTEMS, INC.
 TABLE OF CONTENTS FOR FORM 10-K/A
 PART III
    
    
    4Item 10. Directors, Executive Officers and Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    7Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    9Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    11Item 14. Principal Accountant Fees and Services
    
    
    12PART IV
    
    
    14Item 15. Exhibits, Financial Statement Schedules
    
    
    14SIGNATURES
    
    
    15Exhibit 31.1Exhibit 31.2
   3




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
  Name
    
    AgeJane H. Hsiao, Ph.D., MBA
    
    63Marvin A. Sackner, M.D.
    
    78Taffy Gould
    
    68Morton J. Robinson, M.D.
    
    78Steven D. Rubin
    
    50Subbarao V. Uppaluri, Ph.D.
    
    61
 Jane H. Hsiao, Ph.D., MBA
  Marvin A. Sackner, M.D.
  4




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##### Table of Contents



Taffy Gould.
  Morton J. Robinson, M.D.
  Steven D. Rubin
  Subbarao V. Uppaluri, Ph.D.
  5




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Identification of Executive Officers
  Name
    
    Age
    
    PositionMarvin A. Sackner, M.D.
    
    78
    
    Chief Executive Officer, President and DirectorSteven B. Mrha
    
    45
    
    Chief Operating OfficerAdam S. Jackson
    
    48
    
    Chief Financial Officer and Treasurer
   Steven B. Mrha.
 Adam S. Jackson
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.nims-inc.com
  6




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Audit Committee
   Nominating Committee
   
 Item 11. Executive Compensation.
 Summary Compensation Table
  SUMMARY COMPENSATION TABLE
 Option
    
    
    All OtherAwards ($)
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)
    
    
    (1)
    
    
    ($) (2)
    
    
    ($)Marvin Sackner 
President and CEO
    
    
    2010
    
    
    
    52,000
    
    
    
    
    
    
    
    25,703
    
    
    
    
    
    
    
    77,7032009
    
    
    
    52,000
    
    
    
    
    
    
    
    16,691
    
    
    
    
    
    
    
    68,691Steven Mrha  COO
    
    
    2010
    
    
    
    255,730
    
    
    
    
    
    
    
    25,703
    
    
    
    9,442
    
    
    
    290,8752009
    
    
    
    255,730
    
    
    
    
    
    
    
    11,908
    
    
    
    10,229
    
    
    
    277,867Adam S. Jackson  CFO (3)
    
    
    2010
    
    
    
    
    
    
    
    
    
    
    
    8,568
    
    
    
    
    
    
    
    8,5682009
    
    
    
    
    
    
    
    
    
    
    
    3,572
    
    
    
    
    
    
    
    3,572
 (1)
    
    Represents the aggregate grant date fair value computed in accordance with FASB
ASC Topic 718. Assumptions made in the calculation of these amounts are described in Note
5 to the Companys audited financial statements, included in the Companys Annual Report on
Form 10-K filed with the SEC on October 29, 2010.(2)
    
    Includes Company match of employee 401(k) contributions under Safe Harbor Match
guidelines.(3)
    
    Pursuant to a cost sharing arrangement with certain related companies, the
Company paid approximately $77,000 and $75,000 in cash and services to the related
companies for Mr. Jacksons services for the years ended July 31, 2010 and 2009,
respectively. 
  7




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Outstanding Equity Awards as of July 31, 2010
  Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    ExerciseName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price ($)
    
    
    Option Expiration DateMarvin Sackner, President and CEO
    
    
    35,000
    
    
    
    
    
    
    $
    0.88
    
    
    October 17, 201215,000
    
    
    
    
    
    
    $
    0.40
    
    
    October 28, 201312,500
    
    
    
    37,500
    (1)
    
    $
    0.32
    
    
    February 23, 2016
    
    
    
    75,000
    (2)
    
    $
    0.43
    
    
    March 8, 2017Steven Mrha, COO and Secretary
    
    
    225,000
    
    
    
    
    
    
    $
    0.67
    
    
    January 14, 201312,500
    
    
    
    37,500
    (1)
    
    $
    0.32
    
    
    February 23, 2016
    
    
    
    75,000
    (2)
    
    $
    0.43
    
    
    March 8, 2017Adam S. Jackson  CFO
    
    
    10,000
    
    
    
    10,000
    (3)
    
    $
    0.52
    
    
    April 22, 20133,750
    
    
    
    11,250
    (1)
    
    $
    0.32
    
    
    February 23, 2016
    
    
    
    25,000
    (2)
    
    $
    0.43
    
    
    March 8, 2017
 (1)
    
    Options were issued on February 23, 2009 and vest annually in four equal
tranches beginning on February 23, 2010.(2)
    
    Options were issued on March 8, 2010 and vest annually in four equal
tranches beginning on March 8, 2011.(3)
    
    Options were issued on April 22, 2008 and vest annually in four equal
tranches beginning on April 22, 2009. Potential Payments upon Termination or Change-in-Control
  Risk Considerations in our Compensation Programs
  Director Compensation
   8




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DIRECTOR COMPENSATION
 FeesEarned or
    
    
    Option
    
    
    All OtherPaid in
    
    
    Awards
    
    
    CompensationName
    
    Cash ($)
    
    
    ($)(1)
    
    
    ($)
    
    
    Total ($)Jane H. Hsiao, Ph.D., MBA
    
    
    
    
    
    
    6,435
    
    
    
    
    
    
    
    6,435Taffy Gould
    
    
    
    
    
    
    3,217
    
    
    
    
    
    
    
    3,217Morton J. Robinson, M.D.
    
    
    
    
    
    
    3,217
    
    
    
    
    
    
    
    3,217Steven D. Rubin
    
    
    
    
    
    
    4,826
    
    
    
    
    
    
    
    4,826Subbarao V. Uppaluri, Ph.D.
    
    
    
    
    
    
    4,826
    
    
    
    
    
    
    
    4,826
 (1)
    
    Represents the aggregate grant date fair value computed in accordance
with FASB ASC Topic 718. Assumptions made in the calculation of these amounts
are described in Note 5 to the Companys audited financial statements, included
in the Companys Annual Report on Form 10-K filed with the SEC on October 29,
2010. As of July 31, 2010, the aggregate number of outstanding stock options
(both exercisable and unexercisable) for each non-employee director was as
follows: Name
    
    Stock OptionsJane H. Hsiao, Chairman
    
    
    45,000Taffy Gould
    
    
    235,000Morton J. Robinson, M.D.
    
    
    47,500Steven D. Rubin
    
    
    35,000Subbarao V. Uppaluri, Ph.D.
    
    
    35,000
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Series C Convertible
    
    
    Series D ConvertibleCommon Stock
    
    
    Preferred Stock
    
    
    Preferred StockNo. of Shares
    
    
    Percent
    
    
    No. of Shares
    
    
    Percent
    
    
    No. of Shares
    
    
    PercentNames and Addresses of Directors,
    
    Beneficially
    
    
    of Class
    
    
    Beneficially
    
    
    of Class
    
    
    Beneficially
    
    
    of ClassOfficers and 5% Beneficial Holders (1)
    
    Owned (2)
    
    
    (3)
    
    
    Owned(2)
    
    
    (4)
    
    
    Owned(2)
    
    
    (5)Jane H. Hsiao, Ph.D., Chairman of the Board (6)(15)
    
    
    8,245,000
    
    
    
    11.0
    %
    
    
    
    
    
    
    *
    
    
    
    1,164
    
    
    
    41.6
    %Marvin A. Sackner, M.D., CEO and Director (7)
    
    
    13,284,682
    
    
    
    18.9
    %
    
    
    36,856
    
    
    
    59.4
    %
    
    
    50
    
    
    
    1.8
    %Taffy Gould, Director (8)
    
    
    1,641,998
    
    
    
    2.4
    %
    
    
    
    
    
    
    *
    
    
    
    50
    
    
    
    1.8
    %Morton Robinson, M.D., Director (9)
    
    
    1,057,820
    
    
    
    1.5
    %
    
    
    1,073
    
    
    
    1.7
    %
    
    
    
    
    
    
    *Steven D. Rubin, Director
    
    
    20,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Subbarao V. Uppaluri, Ph.D., Director
    
    
    20,000
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *Steven B. Mrha, COO (10)
    
    
    487,500
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    50
    
    
    
    1.8
    %Adam S. Jackson, CFO (11)
    
    
    13,750
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *All Directors and Executive Officers as a group (8
Persons) (12)
    
    
    24,770,750
    
    
    
    32.1
    %
    
    
    37,929
    
    
    
    61.1
    %
    
    
    1,314
    
    
    
    47.0
    %Phillip Frost, M.D. (13)
    
    
    17,848,125
    
    
    
    23.7
    %
    
    
    525
    
    
    
    *
    
    
    
    1,267
    
    
    
    45.3
    %Frost Gamma Investments Trust (14)
    
    
    17,847,500
    
    
    
    23.7
    %
    
    
    500
    
    
    
    *
    
    
    
    1,267
    
    
    
    45.3
    %Hsu Gamma Investments, L.P. (15)
    
    
    3,670,000
    
    
    
    5.1
    %
    
    
    
    
    
    
    *
    
    
    
    734
    
    
    
    26.3
    %
 
 *
    
    Less than 1%(1)
    
    The mailing address of each 5% beneficial holder listed is 4400 Biscayne Blvd., Miami, Florida 33137.  9




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(2)
    
    A person is deemed to be the beneficial owner of common stock and preferred stock that can be acquired by such person within 60 days from
November 15, 2010 upon exercise of option and warrants, or through the conversion of convertible preferred stock.(3)
    
    Based on 68,903,165 shares of common stock issued and outstanding as of November 15, 2010. Each beneficial owners percentage ownership is
determined by assuming that options and warrants that are held by such person (but not those held by any other person) and that are
exercisable within 60 days from the date hereof have been exercised and that any convertible secured stock held by such person (but no other
person) has been converted into common stock.(4)
    
    Based on 62,048 shares of Series C Convertible Preferred Stock issued and outstanding as of November 15, 2010. Each share of Series C
Convertible Preferred Stock converts into 25 shares of common stock upon payment of a $4.20 per share of common stock conversion premium.
Holders of Series C Convertible Stock are entitled to one vote for each share of Series C Convertible Stock.(5)
    
    Based on 2,795 shares of Series D Convertible Preferred Stock issued and outstanding as of November 15, 2010. Each share of Series D
Convertible Preferred Stock converts into 5,000 shares of common stock. Holders of Series D Convertible Stock are entitled to one vote for
each share of Series D Convertible Stock.(6)
    
    Common stock holdings include 2,150,000 shares of common stock that may be acquired upon conversion of 430 shares of Series D Convertible
Preferred Stock held by the Chin Hsiung Hsiao Family Trust A, and 3,670,000 shares of common stock that may be acquired upon conversion of
734 shares of Series D Convertible Preferred Stock held by Hsu Gamma Investments, L.P. (see Note 15). Dr. Hsiao is trustee of the Chin
Hsiung Hsiao Family Trust A.(7)
    
    Common stock holdings include options to purchase 62,500 shares of common stock, 324,096 shares of common stock held by Dr. Sackners
spouse, 895,774 shares of common stock which may be acquired upon conversion of 35,831 shares of Series C Convertible Preferred Stock,
250,000 shares of common stock which may be acquired upon conversion of 50 shares of Series D Convertible Preferred Stock and 25,625 shares
of common stock which may be acquired by Dr. Sackners spouse upon conversion of 1,025 shares of Series C Convertible Preferred Stock.
Preferred Stock holdings include 1,025 shares of Series C Convertible Preferred Stock held by Dr. Sackners spouse.(8)
    
    Common stock holdings include options to purchase 225,000 shares of common stock and 250,000 shares of common stock which may be acquired
upon conversion of 50 shares of Series D Convertible Preferred Stock. Includes securities held by the Taffy Gould Revocable Trust of which
Ms. Gould is trustee and sole beneficiary and over which she has power to revoke. Does not include shares of common stock and options to
purchase common stock held by family members.(9)
    
    Includes options to purchase 37,500 shares of common stock, 186,159 shares held jointly with Dr. Robinsons spouse and 26,250 shares owned
by Dr. Robinsons spouse. Includes 26,829 shares of common stock which may be acquired upon conversion of 1,073 shares of Series C
Convertible Preferred Stock.(10)
    
    Common stock holdings include options to purchase 237,500 shares of common stock and 250,000 shares of common stock which may be acquired
upon conversion of 50 shares of Series D Convertible Preferred Stock.(11)
    
    Includes options to purchase 13,750 shares of common stock.(12)
    
    Common stock holdings include options to purchase 641,250 shares of common stock, 948,228 shares of common stock which may be acquired upon
conversion of 37,929 Series C Convertible Preferred Stock and 6,570,000 shares of common stock which may be acquired upon conversion of
1,314 shares of Series D Convertible Preferred Stock.(13)
    
    Common stock holdings include 625 shares of common stock that may be acquired upon conversion of 25 shares of Series C Convertible Preferred
Stock. Common stock and Preferred Stock holdings include beneficial ownership of shares held by Frost Gamma Investments Trust (see Note
14).(14)
    
    Common stock holdings include 13,125 shares of common stock that may be acquired upon conversion of 525 shares of Series C Convertible
Preferred Stock and 6,335,000 shares of common stock that may be acquired upon conversion of 1,267 shares of Series D Convertible Preferred
Stock. Dr. Phillip Frost is the trustee and Frost Gamma, Limited Partnership is the sole and exclusive beneficiary of Frost Gamma
Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma, Limited Partnership. The general partner of Frost Gamma
Limited Partnership is Frost Gamma Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the
sole shareholder of Frost-Nevada Corporation.(15)
    
    Common stock holdings include 3,670,000 shares of common stock that may be acquired upon conversion of 734 shares of Series D Convertible
Preferred Stock. Dr. Jane Hsiao is the general partner of Hsu Gamma Investments, L.P.  10




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Equity Compensation Plan Information
  Number of securitiesNumber of securities
    
    
    Weighted-average
    
    
    remaining available forto be issued upon
    
    
    exercise price of
    
    
    future issuance underexercise of
    
    
    outstanding
    
    
    equity compensation plansoutstanding options,
    
    
    options, warrants
    
    
    (excluding securitieswarrants and rights
    
    
    and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security
holders(1)
    
    
    1,500,000
    
    
    $
    0.47
    
    
    
    500,000Equity compensation
plans not approved by
security holders
    
    
    1,045,832
    
    
    $
    0.68
    
    
    
    Total
    
    
    2,545,832
    
    
    $
    0.56
    
    
    
    500,000
 
 (1)
    
    Non-Invasive Monitoring Systems, Inc. 2000 Stock Option Plan.  
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
      11




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Item 14. Principal Accountant Fees and Services.
 Principal Accountant
     12




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Fees and Services
  2010
    
    
    2009Audit Fees
    
    $
    81,000
    
    
    $
    91,000
    (1)Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    
    (2)Total Fees
    
    $
    81,000
    
    
    $
    91,000
 (1)
    
    Includes $31,000 billed by Eisner for work performed related to our
consolidated financial statements for the year ended July 31, 2009.(2)
    
    Does not include $29,000 billed by MBAFs information technology services
subsidiary for a software implementation engagement which commenced prior to the
engagement of MBAF as our principal independent registered public accountant. MBAFs
information technology services subsidiary operates independently from the MBAF audit
practice. Pre-Approval Policies and Procedures
    13




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
    14




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SIGNATURES
  NON-INVASIVE MONITORING SYSTEMS, INC.Date: November 29, 2010
    
    By:
    
    /s/ Marvin A. Sackner, M.D.

Marvin A. Sackner, M.D.Chief Executive Officer and President




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INDEX TO EXHIBITS
  Exhibit 
No.
    
    Description of Exhibits3.1
    
    
    Articles of Incorporation, as amended (Incorporated by Reference from Exhibit 3.1 to Form 8-K filed
on April 8, 2008)3.2
    
    
    Articles of Amendment to Articles of Incorporation (Incorporated by Reference from Exhibit 3.1 to
Form 8-K filed on December 3, 2008)3.3
    
    
    Articles of Amendment to Articles of Incorporation (Incorporated by Reference from Exhibit 3.3 to
Form 10-Q filed on March 17, 2010)3.4
    
    
    By-Laws, as amended (Incorporated by reference from Exhibit 3.1 to the Companys Quarterly Report
on Form 10-Q filed on December 15, 2009)10.1
    
    
    License Agreement dated as of May 22, 1996 between the Company and SensorMedics Corporation
(Incorporated by reference from Exhibit 10.1 to Form 10-KSB/A filed on April 22, 2008)10.2
    
    
    Letter of Agreement dated April 21, 1999 between the Company and SensorMedics Corporation
(Incorporated by reference from Exhibit 10.2 to Form 10-KSB/A filed on April 22, 2008)10.3
    
    
    Agreement Regarding Assignment of Patents and Intellectual Property dated August 14, 2000 between
the Company and LifeShirt.com, Inc. (Incorporated by reference from Exhibit 10.3 to Form 10-KSB/A
filed on April 22, 2008)10.4
    
    
    Amendment to Agreement Regarding Assignment of Patents and Intellectual Property dated December 23,
2000 between the Company and LifeShirt.com, Inc. (Incorporated by reference from Exhibit 10.4 to
Form 10-KSB/A filed on April 22, 2008)10.5
    
    
    Form of Preferred Stock Purchase Agreements dated as of December 1 and 2, 2008 between the Company
and the Investors named therein (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on
December 3, 2008)10.6
    
    
    Preferred Stock Purchase Agreement dated as of January 29, 2009 between the Company and the
Investors named therein (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 8,
2008)10.7
    
    
    Product Development and Supply Agreement executed September 4, 2007 between Sing Lin Technologies
Ltd and the Company (Incorporated by reference from Exhibit 10.1 to Form 10-QSB/A filed on April
22, 2008) (Confidentiality Treatment has been granted for portions of this Exhibit)10.8
    
    
    Note and Security Agreement dated as of August 28, 2008 between the Company and various lenders
(incorporated by reference from Exhibit 10.1 to Form 8-K filed on September 12, 2008)10.9
    
    
    Offer Letter from the Company to Steven B. Mrha dated December 21, 2007 and executed on December
22, 2007 detailing the terms of employment of Mr. Mrha (incorporated by reference from Exhibit 10.1
to Form 8-K filed on December 27, 2007)10.10
    
    
    Offer Letter from the Company to Adam S. Jackson dated March 11, 2008 (incorporated by reference
from Exhibit 10.1 to the Form 8-K filed on May 15, 2008)10.11
    
    
    Offer Letter from SafeStitch Medical, Inc. to Adam S. Jackson, dated March 11, 2008 (incorporated
by reference to the Current Report on Form 8-K filed by SafeStitch Medical, Inc. on April 4, 2008)10.12
    
    
    2000 Stock Option Plan (Incorporated by reference from the Companys Information Statement on
Schedule 14C filed on April 5, 2001)(SEC Accession No.0000950170-01-000484)10.13
    
    
    Lease Agreement dated January 1, 2008 between the Registrant and Frost Real Estate Holdings, LLC
(incorporated by reference from Exhibit 10.17 to Form 10-K filed on October 29, 2009).10.14
    
    
    Lease Agreement dated February 1, 2009 between the Registrant and Hialeah Warehouse Holdings, LLC
(incorporated by reference from Exhibit 10.18 to Form 10-K filed on October 29, 2009).10.15
    
    
    First Amendment to Letter of Agreement, dated as of April 21, 2009 between the Registrant and
Cardinal Health 211, Inc. (as successor in interest to SensorMedics Corporation)(incorporated by
reference from Exhibit 10.1 to Form 8-K filed on June 9, 2009).10.15
    
    
    Note and Security Agreement dated as of March 31, 2010 between the Company and Frost Gamma
Investments Trust and Hsu Gamma Investments, L.P. (incorporated by reference from Exhibit 10.1 to
Form 8-K filed on April 6, 2010).14.1
    
    
    Code of Ethics (incorporated by reference from Exhibit 14.1 to Form 10-K filed on October 29, 2009).




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##### Table of Contents



Exhibit 
No.
    
    Description of Exhibits21.1
    
    
    Subsidiaries of the Company (incorporated by reference from Exhibit 21.1 to Form 10-K filed on
October 29, 2010).31.1
    *
    
    Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934.31.2
    *
    
    Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 of
the Securities Exchange Act of 1934.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference from Exhibit 32.1 to Form
10-K filed on October 29, 2010)32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference from Exhibit 32.2 to Form
10-K filed on October 29, 2010)
 
 *
    
    Filed herewith