CIMG Inc. filings document registration statements, material agreements, capital-structure changes and governance actions for a Nevada corporation with principal executive offices in Hong Kong. The company's S-1 and S-1/A records include offering and resale registration disclosures, financial statement periods, subsidiary references, customer and supplier taxonomy items, and equity incentive plan information.
Material-event filings describe convertible notes, warrants, amendments to purchase agreements, resale registration obligations, Nasdaq trading suspension, OTC quotation and amendments to the company's articles of incorporation. The filing record also includes Schedule 14C-related governance matters concerning an increase in authorized common shares approved by written consent.
CIMG Inc. agreed to issue and sell 3,000,000,000 shares of common stock to non-U.S. investors at $0.0029 per share, for aggregate gross proceeds of $8.7 million. Investors may pay in U.S. dollars or Bitcoin under the Securities Purchase Agreement.
Closing is expected within five business days following September 24, 2026, or on another date the parties may mutually agree in writing, subject to satisfaction or waiver of the closing conditions. Subject to those conditions, CIMG expects to offer and sell the shares in offshore transactions to non-U.S. persons in reliance on Regulation S. The shares are unregistered and may not be offered or sold in the United States unless registered or an exemption is available.
CIMG Inc. (CIMG) is having its common stock removed from listing and/or registration on the Nasdaq Stock Market LLC through a Form 25 filing under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq certifies that it has reasonable grounds to file this notification and that applicable exchange and SEC rules governing withdrawal have been complied with.
CIMG Inc. reported that director Changzheng Ye resigned from its board and all board committees on September 8, 2026, citing personal reasons and stating that his resignation was not due to any disagreement regarding the company’s operations, policies, or practices. On September 10, 2026, the board appointed Dongwei Li as an independent director, effective September 11, 2026, to fill this vacancy. Mr. Li was also appointed as a member and Chair of the Audit Committee, effective the same date. The company states there are no arrangements under which he was selected and no transactions with him requiring disclosure under Item 404(a) of Regulation S‑K. Under a director offer letter dated September 11, 2026, Mr. Li will receive $25,000 per year in cash compensation for his board service, and the company has also entered into an indemnification agreement with him.
CIMG Inc. (CIMG) reported that its President, Wenlong Tong, resigned from his position effective September 2, 2026. The company states that Mr. Tong’s resignation was for personal reasons and that it did not arise from any disagreement regarding the company’s operations, policies, or practices.
The current Chief Executive Officer, Jianshuang Wang, signed the report on behalf of CIMG Inc., indicating continuity in the company’s chief executive leadership despite the change in the President role.
CIMG Inc., a Nevada company now quoted on the OTC market after a March 2026 Nasdaq delisting, reported for the nine months ended June 30, 2026 net revenues of $21.2 million, all from the PRC, versus $84,431 a year earlier. Operations still generated a loss from operations of $4.2 million, and a large fair value variation loss of $41.3 million on Bitcoin drove a net loss of $45.4 million.
Total assets were $69.1 million, dominated by 1,145.4 Bitcoin valued at $67.2 million. Cash was only $5,397 with negative working capital of $7.38 million, and management states these factors raise substantial doubt about the company’s ability to continue as a going concern. Current liabilities fell to $9.3 million from $27.6 million, aided by conversions of $3.5 million of related-party convertible notes and elimination of short-term debt.
Stockholders’ equity increased to $59.8 million, but this came with significant dilution: common shares outstanding rose from 9.8 million at September 30, 2025 to 1.96 billion, largely through 900 million-unit Bitcoin-funded private placements, warrant exercises, and performance-based share grants. The business has shifted from specialty coffee toward multiple China-based trading lines (homology of medicine and food, Maca products, computing power services) while relying heavily on digital assets and equity financing.
CIMG Inc. entered into securities purchase agreements with non-U.S. investors to sell up to 43,333,333,333 units at $0.015 per unit, for potential gross proceeds of up to about $650,000,000. Each unit includes one common share and a warrant to buy one additional share at $0.015 for two years.
The purchase price and warrant exercises can be paid in U.S. dollars or Bitcoin, using a reference price of $65,000 per Bitcoin. At an initial closing on June 22, 2026, the company sold 900,000,000 units for about $13,500,000, then the related warrants were fully exercised, leading to the issuance of a total of 1,800,000,000 common shares.
CIMG Inc. reported that its wholly owned subsidiary Zhongyan Shangyue Technology Co., Ltd. entered into a framework contract with Zhongshishun Technology (Beijing) Co., Ltd. for the construction and operation of a computing power center in Beijing.
The framework contract has a potential total value of up to approximately USD 442 million over a two-year period and covers equipment supply, data center construction, system deployment, commissioning and ongoing maintenance. However, the project’s scope, timing, commercial terms and any revenues depend on future purchase orders, definitive agreements and other conditions, and there is no assurance the project will be implemented in whole or that the full contract value will be realized.
CIMG Inc. is registering for resale up to 43,000,000 shares of its common stock. The shares consist of 11,000,000 shares issued under an August 25, 2025 Securities Purchase Agreement, up to 16,000,000 shares issuable on conversion of convertible notes and up to 16,000,000 shares issuable upon exercise of warrants.
The Resale Shares may be sold from time to time by the Selling Stockholders at a fixed price of $0.01 per share until the stock is quoted on OTCQX/OTCQB or listed on a national exchange. The Company will not receive proceeds from these resale transactions. Shares outstanding were 122,301,219 as of June 10, 2026; the prospectus shows 121,971,443 shares immediately after this offering as presented.
CIMG Inc. is registering a primary offering of up to 900,000,000 Units, each Unit consisting of one share of common stock and one warrant, at a purchase price of $0.015 per Unit. The Initial Closing contemplates aggregate consideration of approximately $13,500,000 payable in Bitcoin (based on an assumed Bitcoin price of $65,000), with warrants exercisable for two years at $0.015 per share payable in U.S. dollars or Bitcoin. The company describes the offering as a direct sale to certain non-U.S. investors under a Securities Purchase Agreement dated June 17, 2026, and discloses the broader agreement contemplates issuance of up to 43,333,333,333 Units for aggregate proceeds of up to $650,000,000 (assuming Bitcoin at $65,000). The prospectus discloses Nasdaq delisting history, significant operational exposure to China/Hong Kong, material going concern disclosures, and that proceeds received in Bitcoin are expected to be held as treasury reserves.