Cautionary Statement Regarding Forward-looking Statements.

This Interim Report on Form 10-Q contains, in addition to historical information, certain forward-looking statements regarding Non-Invasive Monitoring Systems, Inc. (the "Company" or "NIMS," also referred to as "us", "we" or "our"). These forward-looking statements represent our expectations or beliefs concerning the Company's operations, performance, financial condition, business strategies, and other information and that involve substantial risks and uncertainties. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. The Company's actual results of operations, some of which are beyond the Company's control, could differ materially from the activities and results implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to the Company's: history of operating losses and accumulated deficit; need for additional financing; dependence on management;; risks related to proprietary rights; other factors described herein as well as the factors contained in "Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended July 31, 2019. We do not undertake any obligation to update forward-looking statements, except as required by applicable law. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance.





Overview

We previously were engaged in the development, manufacture and marketing of non-invasive, whole body periodic acceleration ("WBPA") therapeutic platforms, which are motorized platforms that move a subject repetitively head to foot. The Company discontinued operations in May 2019, accordingly, certain assets, liabilities and expenses are classified as discontinued operations.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. A more detailed discussion on the application of these and other accounting policies can be found in Note 2 in the Notes to the Consolidated Financial Statements set forth in Item 8 of this Annual Report on Form 10-K. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.





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Results of Operations

In January 2009 our Exer-Rest line of therapeutic platforms was registered by the FDA in the United States as Class I (Exempt) Medical Devices. We began our sales activity with marketing and promotional pricing beginning in February 2009. In May 2019, we have discontinued those operations. The Company is now assessing potential mergers, acquisitions and strategic collaborations.

Three and Nine months ended April 30, 2020 Compared to Three and Nine months Ended April 30, 2019

General and administrative costs and expenses from continuing operations. General and administrative ("G&A") costs and expenses from continuing operations were $40,000 and $139,000 for the three and nine months ended April 30, 2020, respectively, as compared to $177,000 and $378,000 for the three and nine months ended April 30, 2019, respectively. The $137,000 and $239,000 decrease for the three and nine months was primarily due to legal and professional services related to the Company's exploration of a strategic target in 2019.

Selling, general and administrative costs and expenses from discontinued operations. Selling, general and administrative ("SG&A") costs and expenses from discontinued operations were $0 and $3,000 for the three and nine months ended April 30, 2020, as compared to $12,000 and $37,000 for the three and nine months ended April 30, 2019. The $12,000 and $34,000 decrease were primarily due to the winding down of operations.

Total operating costs and expenses from continuing operations. Total operating costs and expenses were $40,000 and $139,000 for the three and nine months ended April 30, 2020, respectively, as compared to $177,000 and $378,000 for the three and nine months ended April 30, 2019, respectively. The $137,000 and $239,000 decrease are explained above in G&A.

Interest expense. Net interest expense was $0 for the three and nine months ended April 30, 2020, respectively, and was $0 and $93,000 for the three and nine months ended April 30, 2019. The $93,000 decrease for the nine months ended was related to the Debt Exchange further described in Note 5 to the accompanying unaudited condensed consolidated financial statements that satisfied outstanding principal.

Gain (loss) from discontinuing operations. Gain from discontinuing operations was $0 and $1,000 for the three and nine months ended April 30, 2020 as compared to a loss of ($12,000) and ($37,000) for the three and nine months ended April 30, 2019. The $12,000 and $38,000 decrease were primarily due to winding down of operations.

Liquidity and Capital Resources

The Company's operations have been primarily financed through private sales of its equity securities and advances under Credit Facility and Promissory Notes. At April 30, 2020, we had approximately $213,000 of cash and working capital deficit of approximately ($57,000).

We expect to incur losses from operations for the foreseeable future. It is likely that we will not be able to generate significant additional revenue and we will be required to obtain additional external financing through public or private equity offerings, debt financings or collaborative agreements to continue operations. No assurance can be given that such additional financing will be available on acceptable terms or at all.

Current economic conditions with COVID-19 have been, and continue to be, volatile and continued instability in these market conditions may limit our ability to access the capital necessary to fund and grow our business and to replace, in a timely manner, maturing liabilities or to successfully examine strategic alternatives. Additionally, the sales of equity or convertible debt securities may result in dilution to our stockholders.

Net cash used in operating activities was $140,000 and $215,000 for nine months ended April 30, 2020 and 2019, respectively. This $75,000 decrease was primarily due to reduced legal expense related to the Company's exploration of strategic alternatives during the nine months ended April 30, 2020 as compared to the nine months ended April 30, 2019.

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