INDEPENDENT VERDICT
Gravitics, Inc. is a Delaware space-infrastructure company whose September 18, 2026 Form D amendment reports a $28,554,354 Equity offering fully sold to 37 investors, with $0 remaining after a first sale on January 12. The company relies on Rule 506(b), is not a pooled investment fund, reports no sales commissions, finder fees or Item 16 related-person payments, and lists CEO Colin Doughan together with Sundeep Kumar, Nicholas Shekerdemian, Tarek Waked, John Abdo Hajj, Michael DeRosa and Scott Macklin among the SEC-related persons. The financing itself is significant, but its timing is much more important: Gravitics is simultaneously preparing to enter the public market through a merger with an existing publicly traded shell, Non-Invasive Monitoring Systems, followed by a planned public offering and Nasdaq uplisting. The $28.55 million Form D should therefore be viewed as part of a much larger recapitalization process rather than as a stand-alone private venture round.
THE PRIVATE ROUND SITS DIRECTLY IN FRONT OF A REVERSE RECAPITALIZATION
Gravitics signed a merger agreement on March 6, 2026 with Non-Invasive Monitoring Systems, Inc. and a merger subsidiary. Under the current disclosed structure, the merger subsidiary is expected to merge into Gravitics, Gravitics will survive as a wholly owned subsidiary of the existing public corporation, and the parent is expected to change its name to Gravitics Holdings, Inc. SEC registration materials describe Gravitics as the accounting acquirer and the transaction as a reverse recapitalization, while the latest amended ownership terms provide that existing Gravitics security holders are expected to own approximately 96.5% of the combined company's fully diluted equity and legacy Non-Invasive Monitoring Systems holders approximately 3.5%. The combined company has applied for a Nasdaq Capital Market listing under the proposed ticker GVTX. None of those steps was completed merely because the Form D was filed, so the private round, merger and planned public offering must remain separate events until their respective closing conditions are satisfied.
The public financing plan has also evolved materially during 2026. Earlier merger documents referred to a roughly $40 million planned public offering, while later S-1 materials increased the contemplated offering to as much as $125 million, with an indicative August prospectus showing 8,064,516 shares and an estimated $14-$17 offering-price range. Closing of the public offering is conditioned on completion of the merger and approval of the Nasdaq listing. That means Gravitics is potentially moving through several capital events within one year: private preferred-equity financing, conversion of legacy SAFEs and convertible notes, reverse recapitalization into an existing public shell and then a new primary public share sale. Investors should not add the $28.55 million Form D and $125 million proposed public offering together as though both are already closed cash proceeds.
THE $28.55M OFFERING ALSO CLEANED UP OLDER CONVERTIBLE CAPITAL
Gravitics' SEC registration statements reveal that the company historically financed operations with SAFEs, convertible promissory notes, preferred stock and customer revenue. In January and February 2026, Gravitics completed the initial closing of a Series A preferred financing that constituted an equity-financing event under outstanding SAFE and convertible-note agreements, causing those instruments to convert or settle into redeemable convertible preferred stock. This context matters because the latest Form D classifies the offering simply as Equity and reports $28.554 million sold, but the capitalization event surrounding the round was broader than a clean injection of newly issued preferred stock into an untouched cap table. Existing contractual claims were simultaneously being converted into equity before the proposed public-market transaction.
SEC materials also disclose that entities associated with Type One Ventures were significant investors in Gravitics' SAFEs and held a related-party convertible note and warrants; as of year-end 2025, related-party SAFE liabilities were approximately $4.5 million, related-party convertible notes about $0.8 million in fair value and related-party warrant liabilities about $0.2 million. Investors reviewing the private round therefore need the pre- and post-Series-A capitalization tables, SAFE conversion mechanics, preferred-stock liquidation preferences, warrant treatment and merger exchange ratio rather than assuming all holders entered at identical economic terms.
THE $125M AXIOM CONTRACT IS REAL — BUT IT IS ALSO A RELATED-PARTY CONTRACT
Gravitics generates revenue from designing and manufacturing customized space structures and related services for commercial and U.S. government customers. Its most important disclosed commercial agreement is a $125 million fixed-price contract with Axiom Space for the design, manufacture, assembly, integration, testing and delivery of a cargo vehicle compatible with Axiom's commercial space station. A contract of that size is substantial for a company at Gravitics' stage, but SEC registration materials make an unusually important additional disclosure: Axiom is considered a related party because the lead investor in Axiom also serves as the lead investor of Gravitics and has board representation at both companies, giving that investor significant influence over both businesses.
That does not invalidate the contract, but it changes the diligence standard. Investors need to examine whether pricing and milestones were negotiated on arm's-length terms, how termination rights work and how much cash has actually been received. SEC filings state that Axiom can terminate the agreement for convenience before completion of the Critical Design Review milestone, and reported revenue from the contract was only approximately $1.6 million in 2024 and $0.3 million in 2025. The headline contract value is therefore not the same as recognized revenue, backlog guaranteed to convert into cash or current accounts receivable. The concentration risk is also significant because a major portion of commercial opportunity is connected to one customer whose ownership and governance network overlaps with Gravitics.
THE "$60M SPACE FORCE CONTRACT" REQUIRES ANOTHER IMPORTANT NUMERICAL DISTINCTION
Gravitics' defense business has expanded rapidly. In March 2026 the company received a SpaceWERX STRATFI award supporting development and orbital demonstration of its Orbital Carrier concept, which is designed to pre-position maneuverable spacecraft in orbit for rapid deployment. Gravitics publicly describes the program as representing investment of "up to $60 million," but its own announcement explains that this amount combines government and private capital. SEC registration materials are more precise: the U.S. Space Force contract has an aggregate firm-fixed-price amount of approximately $30 million, with another $30 million to be matched by Gravitics. The correct interpretation is therefore `$30M government contract + $30M company matching capital`, not a `$60M check from the U.S. government`.
That distinction is particularly important because Gravitics is simultaneously raising private capital. Some of the equity financing may ultimately support the matching requirement, although the Form D does not allocate proceeds by program and FilingDossier does not assume a direct dollar-for-dollar relationship without documentation. The company has also been selected for the Missile Defense Agency's SHIELD multiple-award IDIQ framework and has worked with a prime contractor on Golden Dome-related Orbital Carrier hardware, but an IDIQ ceiling is not company revenue and a contract vehicle does not guarantee task orders. Similarly, NASA's August 2026 SBIR selection for a Multiple-Downmass Hangar supports technical development but remains separate non-dilutive government funding rather than part of the Form D equity round.
THE BIGGEST CAPITAL QUESTION IS WHY THE COMPANY NEEDS PUBLIC MONEY SO SOON AFTER THE PRIVATE ROUND
The public registration materials make the financing pressure easier to understand. For the six months ended June 30, 2026, Gravitics reported a net loss of approximately $24.5 million; cash and cash equivalents were approximately $2.7 million, and accumulated deficit was roughly $67 million. Its independent auditor's earlier report included a going-concern explanatory paragraph. Those numbers do not mean the company is insolvent or unable to raise money—the fully sold Form D and proposed public transaction show continuing capital access—but they demonstrate why a manufacturing-heavy space-infrastructure company may need substantially more than a conventional venture round.
Gravitics is attempting to finance hardware programs that include Orbital Carriers, Viper OTX, cargo spacecraft and very large pressurized structures. Unlike software, these products require engineering teams, specialized facilities, manufacturing equipment, materials, test campaigns, launch integration and potentially long periods between contract award and revenue recognition. A $28.55 million private raise can therefore disappear quickly when annualized operating losses, matching requirements for government programs and major development milestones are considered. The planned public offering of up to $125 million would provide a substantially larger capital base if it closes, but it would also expose investors to public-company dilution, execution requirements and the risk that contract milestones or launch schedules shift.
FINAL ASSESSMENT
Gravitics is one of the strongest recent examples of why a Form D should be analyzed together with the issuer's wider capital structure. The September amendment confirms `$28.554M` of Equity fully sold to 37 investors, but that financing sits between the conversion of legacy SAFEs and notes and a proposed reverse recapitalization that would transform the private company into the operating subsidiary of a renamed public parent. Current SEC materials contemplate Gravitics stockholders owning approximately 96.5% of the post-merger company and a public offering of up to `$125M` tied to a Nasdaq listing under GVTX.
The operating story is equally layered. Gravitics has won meaningful U.S. defense work, is developing orbital logistics infrastructure and has a `$125M` commercial contract with Axiom Space, but the largest commercial agreement is explicitly a related-party transaction and its recognized revenue remains much smaller than the contract headline. The Space Force's widely cited `$60M` STRATFI opportunity also consists of approximately `$30M` of government contract value plus `$30M` that Gravitics must match rather than $60 million of federal cash. Combined with approximately `$24.5M` of first-half 2026 net losses and only `$2.7M` of June-end cash, these facts explain why the company is moving aggressively from private capital to the public market.
The central diligence question is therefore no longer whether Gravitics has credible technology or government interest. The harder question is whether the combination of private financing, public offering proceeds, government contracts and Axiom revenue can fund manufacturing and orbital demonstrations without requiring repeated highly dilutive capital raises. Investors should review the final merger agreement, completed public-offering terms, post-merger capitalization, SAFE and note conversion schedules, Axiom termination rights, government-contract funding status, customer concentration, cash burn and launch milestones before treating either the $125 million public-offering target or large contract headlines as realized financial resources.
Form D is an exempt-offering notice. It is not SEC approval of Gravitics, its merger, Nasdaq listing, government programs, Axiom contract, securities or any projected investment return.
SEC SNAPSHOT
ISSUER: Gravitics, Inc. | CIK: 0001957517 | SEC FILE NO.: 021-597795 | FILM NO.: 261391372 | FORM D/A FILED: September 18, 2026
ENTITY: Delaware Corporation | INCORPORATED: May 7, 2021 | PRINCIPAL ADDRESS: 4150 152nd Street NE, Suite 102, Marysville, WA 98271 | PHONE: 402-677-4552
INDUSTRY: Other Technology | EXEMPTION: Regulation D Rule 506(b) | POOLED FUND: No
SECURITY: Equity | BUSINESS COMBINATION FOR THIS FORM D OFFERING: No | FIRST SALE: January 12, 2026
TOTAL OFFERING: $28,554,354 | AMOUNT SOLD: $28,554,354 | REMAINING: $0 | INVESTORS: 37 | MINIMUM INVESTMENT: $0
SALES COMMISSIONS: $0 | FINDER FEES: $0 | ITEM 16 RELATED-PERSON PAYMENTS: $0 | REVENUE RANGE: Declined to disclose
RELATED PERSONS: Colin Doughan — Executive Officer / Director | Sundeep Kumar — Executive Officer / Director | Nicholas Shekerdemian — Director | Tarek Waked — Director | John Abdo Hajj — Director | Michael DeRosa — Executive Officer | Scott Macklin — Executive Officer
FORM D SIGNATORY: Colin Doughan | TITLE: Chief Executive Officer
PROPOSED PUBLIC TRANSACTION: Merger with Non-Invasive Monitoring Systems, Inc. | EXPECTED ACCOUNTING: Reverse recapitalization | EXPECTED PARENT NAME: Gravitics Holdings, Inc. | PROPOSED NASDAQ SYMBOL: GVTX.
LATEST DISCLOSED POST-MERGER OWNERSHIP: Existing Gravitics security holders approximately 96.5% of fully diluted combined-company equity; legacy Non-Invasive Monitoring Systems holders approximately 3.5%, subject to final transaction terms.
PROPOSED PUBLIC OFFERING: Up to $125M according to latest preliminary S-1 materials. THIS IS A PROPOSED OFFERING, NOT COMPLETED CAPITAL.
PRIVATE / PUBLIC CAPITAL DISTINCTION: The $28.554M Form D is a completed private securities offering. It should not be combined with the proposed $125M public offering and reported as $153.5M raised unless the public offering actually closes.
HISTORICAL CAPITAL STRUCTURE: Gravitics previously financed operations with SAFEs, preferred stock and convertible promissory notes. A January-February 2026 preferred-stock closing triggered conversion/settlement of outstanding SAFEs and convertible notes.
PRIMARY COMMERCIAL CONTRACT: $125M fixed-price Axiom Space contract for a cargo vehicle.
RELATED-PARTY WARNING: SEC registration materials identify Axiom Space as a related party because the lead investor in Axiom is also the lead investor in Gravitics and has board representation at both businesses.
AXIOM REVENUE HISTORY: Approximately $1.6M recognized in 2024 | approximately $0.3M recognized in 2025 according to public registration materials. Contract value is not the same as recognized revenue.
U.S. SPACE FORCE STRATFI: Approximately $30M firm-fixed-price government contract plus approximately $30M required Gravitics matching capital | frequently described publicly as an up-to-$60M program.
IMPORTANT STRATFI DISTINCTION: $60M does not represent $60M of direct government funding to Gravitics.
OTHER GOVERNMENT / DEFENSE CONTEXT: Missile Defense Agency SHIELD IDIQ eligibility | Orbital Carrier work associated with national-security programs | NASA 2026 SBIR selection for Multiple-Downmass Hangar.
IMPORTANT IDIQ DISTINCTION: Large government contract-vehicle ceilings should not be attributed to Gravitics as guaranteed revenue unless specific funded task orders are issued.
JUNE 30 2026 CASH: Approximately $2.7M | FIRST-HALF 2026 NET LOSS: Approximately $24.5M | ACCUMULATED DEFICIT: Approximately $67M.
AUDITOR CONTEXT: Gravitics' audited financial statements previously included a going-concern explanatory paragraph. This is an accounting disclosure concerning liquidity uncertainty, not a prediction that the company will fail.
CORE INDEPENDENT FINDING: Gravitics' latest $28.554M Form D sits at the center of an unusually complex private-to-public capital transition. Private preferred financing and legacy convertible instruments are being consolidated immediately before a reverse recapitalization and a proposed $125M public offering, while the operating company simultaneously carries a large related-party commercial contract and government programs whose headline values differ materially from funded cash. The critical diligence task is therefore reconciling securities, cash, contract value and revenue rather than simply adding every large number associated with the company.
Form D is an exempt-offering notice and is not an SEC-issued certificate, approval or endorsement.