CIMG sets up $650M stock-unit 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.

Rhea-AI Filing Summary

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.

Positive

• The agreements allow CIMG Inc. to raise up to approximately $650,000,000 through unit sales, providing substantial potential growth capital if fully funded.

Negative

• The initial closing and warrant exercises already created 1,800,000,000 new common shares, indicating significant dilution for existing shareholders, with capacity for much more issuance under the full program.

Insights

Equity capital markets analyst

Large, highly dilutive equity-style financing with Bitcoin payment option.

CIMG Inc. arranged a unit offering of up to 43.3 billion units at $0.015, each with a share and a matching warrant. This structure can raise up to about $650,000,000 and involves non-U.S. investors, with payment allowed in Bitcoin at a reference of $65,000 per coin.

The initial closing already issued 1.8 billion shares when 900 million units and associated warrants were completed for about $13,500,000. This indicates substantial equity issuance, implying significant dilution relative to typical small-cap share counts, although exact baselines are not given. Future capital inflow depends on how much of the remaining capacity is actually funded and exercised.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum units: 43,333,333,333 units Unit price: $0.015 per unit Maximum gross proceeds: $650,000,000 +5 more

8 metrics

Maximum units 43,333,333,333 units Total units available under purchase agreements

Unit price $0.015 per unit Price per unit including one share and one warrant

Maximum gross proceeds $650,000,000 Aggregate potential proceeds if all units are sold

Bitcoin reference price $65,000 per Bitcoin Reference rate for Bitcoin payments

Initial units sold 900,000,000 units Initial closing on June 22, 2026

Initial proceeds $13,500,000 Aggregate consideration for initial 900M units

Shares issued including warrant exercise 1,800,000,000 shares Total new common shares from initial units and warrants

Warrant exercise price $0.015 per share Exercise price for two-year warrants

Key Terms

securities purchase agreements, Units, Warrants, Nasdaq Listing Rule 5635(d), +2 more

6 terms

securities purchase agreements financial

"entered into securities purchase agreements (collectively, the “Purchase Agreements”) with certain non-U.S. investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

Units financial

"issue and sell, in one or more closings, units of the Company’s securities (the “Units”)"

Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.

Warrants financial

"and one warrant to purchase one share of Common Stock (each, a “Warrant” and, collectively, the “Warrants”)"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Nasdaq Listing Rule 5635(d) regulatory

"stockholder approval on December 24, 2025 for purposes of Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Form S-1 regulatory

"pursuant to the Company’s registration statement on Form S-1 (SEC File No. 333-294624)"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

Bitcoin financial

"payable in Bitcoin or U.S. dollars in accordance with the Purchase Agreements"

Bitcoin is a decentralized digital currency and asset that exists only online, created and recorded through a public digital record maintained by many computers worldwide—think of it as a shared spreadsheet that no single person controls. Investors care because it behaves like a high-risk, high-reward store of value and speculative commodity: its supply is limited, its price can swing sharply, and owning it can change a portfolio’s risk, diversification and exposure to market sentiment.

FAQ

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

What financing transaction did CIMG (CIMG) announce in this 8-K?

CIMG Inc. agreed to sell up to 43,333,333,333 units at $0.015 each to non-U.S. investors. Each unit includes one common share and a warrant, creating a large potential equity and warrant financing program.

How much money can CIMG (CIMG) potentially raise from these unit sales?

The agreements permit aggregate gross proceeds of up to approximately $650,000,000. Actual funds raised will depend on how many units investors purchase and how many warrants are ultimately exercised for cash.

What are the key terms of the CIMG (CIMG) warrants in this deal?

Each unit’s warrant lets holders buy one additional common share at $0.015 per share. The warrants are exercisable for two years from issuance and can be exercised using U.S. dollars or Bitcoin, as defined in the agreements.

How much did CIMG (CIMG) raise in the initial closing and how many shares were issued?

At the initial closing on June 22, 2026, CIMG sold 900,000,000 units for about $13,500,000. After all related warrants were exercised, the company had issued a total of 1,800,000,000 new common shares.

Why did CIMG (CIMG) need shareholder approval under Nasdaq Listing Rule 5635(d)?

CIMG obtained shareholder approval on December 24, 2025 under Nasdaq Listing Rule 5635(d) because the unit and warrant transactions could involve issuing a large number of shares, requiring prior stockholder consent under Nasdaq’s significant issuance rules.

How is Bitcoin used in CIMG’s (CIMG) financing agreements?

Investors may pay for units or exercise warrants using Bitcoin instead of U.S. dollars. The agreements use a reference Bitcoin price of $65,000 per coin to determine the U.S. dollar value, unless the parties agree otherwise in writing.

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

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Accepted by SEC EDGAR 06/23/2026 - 04:05 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2026

CIMG Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-39338		38-3849791
(State or other jurisdiction of incorporation or organization		(Commission File No.)		(IRS Employer Identification No.)

Room R2, FTY D, 16/F, Kin Ga Industrial Building,

9 San On Street, Tuen Mun, Hong Kong 0000

(Address of principal executive offices)

+ 852 70106695

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		IMG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 17, 2026, CIMG Inc. (the “Company”) entered into securities purchase agreements (collectively, the “Purchase Agreements”) with certain non-U.S. investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in one or more closings, units of the Company’s securities (the “Units”), with each Unit consisting of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (each, a “Warrant” and, collectively, the “Warrants”), at a purchase price of $0.015 per Unit.

The Purchase Agreements provide for the issuance and sale of up to 43,333,333,333 Units for aggregate gross proceeds of up to approximately $650,000,000, payable in Bitcoin or U.S. dollars in accordance with the Purchase Agreements, with the U.S. dollar value of any Bitcoin payment determined as set forth in the Purchase Agreements. For purposes of the Purchase Agreements, the purchase price to be paid in Bitcoin is based on a reference price of $65,000 per Bitcoin, unless otherwise agreed in writing by the Company and the applicable Investor. The Purchase Agreements contemplate that the Units will be issued in tranches.

Each Warrant has an exercise price of $0.015 per share, is exercisable for a period of two years from the date of issuance, and is exercisable for cash in U.S. dollars or in Bitcoin, with the Bitcoin exercise price determined in accordance with the Purchase Agreements and the terms of the Warrant.

On June 22, 2026, the Company issued and sold an aggregate of 900,000,000 Units to the Investors for aggregate consideration of approximately $13,500,000, payable in Bitcoin based on a reference price of $65,000 per Bitcoin (the “Initial Closing”). Accordingly, at the Initial Closing, the Company issued an aggregate of 900,000,000 shares of Common Stock and Warrants to purchase an aggregate of 900,000,000 shares of Common Stock. The Warrants issued at the Initial Closing have been fully exercised, and the Company has issued an additional 900,000,000 shares of Common Stock upon exercise of such Warrants. As a result of the Initial Closing and the exercise of the Warrants issued in connection therewith, the Company issued an aggregate of 1,800,000,000 shares of Common Stock.

The Purchase Agreements contain customary representations, warranties and covenants of the Company and the Investors, and customary closing conditions. The Company obtained stockholder approval on December 24, 2025 for purposes of Nasdaq Listing Rule 5635(d) in connection with the transactions contemplated by the Purchase Agreements and Warrants. The shares of Common Stock included in the Units and the shares of Common Stock issued upon exercise of the Warrants were offered and sold pursuant to the Company’s registration statement on Form S-1 (SEC File No. 333-294624), as amended, and the related prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4).

The foregoing description of the Purchase Agreements and the form of Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement and the form of Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Warrants
10.1		Form of Securities Purchase Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CIMG Inc.
Dated: June 23, 2026	By:	/s/ Jianshuang Wang
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 189.6 KB

Other Documents

• EX-4.1 EX-4.1 83.0 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB