CIMG Inc. Enters into Agreement to Acquire Daren Business Technology Limited, Expanding into the Biopharmaceutical Industry

CIMG (Nasdaq: IMG) announced on Feb 10, 2026 that its subsidiary DZR Tech agreed to acquire 100% of Daren Business Technology for an aggregate consideration of approximately $40 million paid in escrowed shares.

Rhea-AI Summary

CIMG (Nasdaq: IMG) announced on Feb 10, 2026 that its subsidiary DZR Tech agreed to acquire 100% of Daren Business Technology for an aggregate consideration of approximately $40 million paid in escrowed shares.

Escrowed shares vest in four phases (6%/14%/28%/52%) across April 2026–Sept 2029, tied to audited revenue targets of $29M, $71M, $143M, and $257M. Closing is expected within 30 days, subject to customary conditions and due diligence.

Positive

• $40M acquisition consideration paid in escrowed shares
• Escrowed shares release tied to specific audited revenue targets
• Structured four-phase release across 3.5 years aligns incentives

Negative

• Largest escrow tranche (52%) contingent on reaching $257M revenue by Sept 2029
• Transaction subject to due diligence and customary closing conditions within 30 days
• Issuance of escrowed shares may cause shareholder dilution of existing equity

Argus Feb 10 session

-0.79% close to close Open Argus

Details

News Market Reaction – IMG

On Feb 10, the day this news came out, IMG closed 0.79% below the previous close.

Data tracked by StockTitan Argus for the Feb 10 session.

Market Context

This announcement details a share-based acquisition of Daren, with about $40 million in escrowed CIM...

Analysis

This announcement details a share-based acquisition of Daren, with about $40 million in escrowed CIMG stock released only if ambitious audited revenue targets, rising to $257 million, are met through 2029. Structurally, this links dilution to performance while expanding into biomedicine. In context of recent large computing power contracts and ongoing Nasdaq compliance risks, key watch points include Daren’s actual revenue delivery, integration progress, and any follow-up regulatory filings or financing moves.

Key Figures

Purchase consideration: $40 million Revenue target Period 1: $29 million Revenue target Period 2: $71 million +5 more

Purchase consideration

$40 million

Aggregate value of CIMG shares in escrow for Daren acquisition

Revenue target Period 1

$29 million

Audited revenue April 1, 2026 – September 30, 2026

Revenue target Period 2

$71 million

Audited revenue October 1, 2026 – September 30, 2027

Revenue target Period 3

$143 million

Audited revenue October 1, 2027 – September 30, 2028

Revenue target Period 4

$257 million

Audited revenue October 1, 2028 – September 30, 2029

Escrow release phases

4 phases

Release ratios of 6%, 14%, 28%, 52% tied to performance

Assessment period length

Approximately 3.5 years

From April 2026 through September 2029

Expected closing window

30 days

Expected to close within 30 days after Agreement execution

Historical Context

5 past events · Latest: Feb 06

5 events

1. Feb 06

   Award recognition

   24h Move

   +8.4%

   Recognition for business strategy upgrades and sizeable computing power contracts.

2. Feb 03

   Contract win

   24h Move

   -14.5%

   Subsidiary signed five computing power equipment sales contracts worth about $2 million.

3. Jan 29

   Supply contract

   24h Move

   -5.6%

   Subsidiary agreed to deliver 15,000 tons of wood chips in a $2.59 million deal.

4. Jan 20

   Brand award

   24h Move

   -7.1%

   Huo Mao liquor brand received a 2025 craftsmanship heritage award in China.

5. Jan 05

   New business entry

   24h Move

   +1.7%

   Announced entry into computing power with initial contracts totaling about $124 million.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

escrow, biomedicine

2 terms

escrow financial

"purchase consideration will be paid in the form of shares of the Company held in escrow"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

biomedicine medical

"Daren has focused on biomedicine and has developed capabilities in R&D"

Biomedicine combines biology and medicine to develop drugs, therapies, diagnostics and medical devices that prevent, diagnose or treat disease — think of it as applying lab science to create real-world healthcare products. It matters to investors because scientific breakthroughs, the staged progress of clinical trials, and regulatory approvals strongly affect a company’s future sales and risks; successes can rapidly increase value while failures or delays can erase it.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

HONG KONG, Feb. 10, 2026 /PRNewswire/ -- CIMG Inc. ("CIMG" or the "Company") (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technologies and marketing networks to enhance its business partners' sales growth and commercial value,  today announced that its wholly owned subsidiary, DZR Tech Limited ("DZR"), entered into a definitive share purchase agreement on February 5, 2026 (the "Agreement") with the sole shareholder of Daren Business Technology Limited ("Daren" or the "Target Company") to acquire 100% of the issued and outstanding equity interests in Daren. The transaction is subject to the completion of customary closing conditions, including the satisfactory completion of due diligence. The Company expects the parties to complete the closing within 30 days following the execution of the Agreement.

Under the Agreement, the aggregate purchase consideration will be paid in the form of shares of the Company held in escrow, with an aggregate value of approximately $40 million. These escrowed shares will be released in four phases over approximately 3.5-year assessment period from April 2026 through September 2029, based on the Target Company's achievement of specified performance targets. The release ratios for each phase are set at 6%, 14%, 28%, and 52%, respectively.

Performance Targets are as follows:

April 1, 2026 – September 30, 2026: the Target Company shall achieve audited revenue of no less than $29 million;

October 1, 2026 – September 30, 2027: the Target Company shall achieve audited revenue of no less than $71 million;

October 1, 2027 – September 30, 2028: the Target Company shall achieve audited revenue of no less than $143 million;

October 1, 2028 – September 30, 2029: the Target Company shall achieve audited revenue of no less than $257 million.

The value and number of escrowed shares subject to release are subject to adjustment in accordance with the terms of the Agreement. If the applicable performance targets are not achieved for any assessment period, the portion of the escrowed shares allocated to such period will be reduced in accordance with the Agreement and the unreleased shares will be canceled. If the cumulative performance targets are exceeded, such excess performance may be applied to offset any shortfalls from prior assessment periods.

Daren is a high-tech enterprise with the core mission of "Empowering life and health through innovation, safeguarding human well-being with technology." It integrates R&D, production, marketing and technical services of biomedicine into a comprehensive whole. Since its incorporation, Daren has focused on biomedicine and has developed capabilities in R&D, quality control and supply chain management. It aims to provide medical products and related solutions to patients in its target markets.

Alice Wang, Chairwoman and Chief Executive Officer of CIMG, stated: "The biopharmaceutical industry is one of the world's fastest-growing core sectors. This acquisition marks a key step in our group's diversification strategy. Moving forward, we will continue to increase investment in this field, leveraging technological integration and model innovation to build a new growth engine for the Company."

About CIMG

CIMG is a business group specializing in digital health and sales development, with a cryptocurrency-focused strategy. The Company leverages AI and cryptocurrencies (such as Bitcoin and stablecoins) to drive business growth, helping clients maximize user growth and enhance brand management value. The Company's current client portfolio includes brands such as Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.

Forward-Looking Statements

This press release contains information about the Company's view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks related to the execution, timing, and realization of the proposed acquisition and related transactions, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. The Company encourages you to review other factors that may affect its future results in its Annual Reports, Quarterly Reports, registration statements, and other filings with the Securities and Exchange Commission.

View original content:https://www.prnewswire.com/news-releases/cimg-inc-enters-into-agreement-to-acquire-daren-business-technology-limited-expanding-into-the-biopharmaceutical-industry-302683833.html

SOURCE CIMG Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CIMG (IMG) announce about acquiring Daren Business Technology on Feb 10, 2026?

CIMG announced its subsidiary signed an agreement to buy 100% of Daren for approximately $40 million in escrowed shares. According to the company, shares vest in four phases from April 2026 to September 2029 tied to audited revenue targets.

How are the $40 million escrowed shares for the IMG acquisition released and over what timeline?

Escrowed shares are released in four phases at ratios of 6%, 14%, 28%, and 52% over ~3.5 years. According to the company, releases run from April 2026 through September 2029 and depend on meeting specified audited revenue targets.

What revenue targets must Daren meet for IMG (IMG) escrow share releases?

Daren must achieve audited revenues of $29M, $71M, $143M, and $257M across sequential assessment periods. According to the company, meeting each period’s target triggers the corresponding escrowed share release for that phase.

When does CIMG expect the Daren acquisition to close and what conditions apply?

The company expects to close within 30 days of the agreement, subject to customary closing conditions and satisfactory due diligence. According to the company, completion depends on fulfilling those conditions before finalizing the transaction.

What shareholder impact should investors expect from IMG's $40M share-based acquisition of Daren?

Investors should expect escrowed share issuance valued at about $40M, which could dilute existing equity if released. According to the company, share release is performance-based and can be adjusted or canceled per the agreement terms.