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2026-09-24
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iso4217:USD
xbrli:shares
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): September 24, 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
#) |
|
(IRS
Employer
Identification
No.) |
Room
R2, FTY D, 16/F, Kin Ga Industrial Building,
9
San On Street, Tuen Mun, Hong Kong 000
(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 |
|
CIMG |
|
OTCID |
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
September 24, 2026, CIMG Inc. (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with certain non-U.S. investors (the “Investors”), pursuant to which the Company agreed
to issue and sell to the Investors an aggregate of 3,000,000,000 shares of the Company’s common stock, par value $0.00001 per share
(the “Shares”), at a purchase price of $0.0029 per Share, for aggregate gross proceeds of $8.7 million (the “Private
Placement”). The Investors may pay the purchase price in U.S. dollars or Bitcoin, in accordance with the terms of the Securities
Purchase Agreement. The Securities Purchase Agreement contains customary representations, warranties and covenants of the Company and
the Investors.
The
closing of the Private Placement is expected to occur within five business days following the date of the Securities Purchase Agreement,
or on such other date as the parties may mutually agree in writing, subject to the satisfaction or waiver of the closing conditions set
forth in the Securities Purchase Agreement. Subject to the satisfaction or waiver of the applicable closing conditions, the Company expects
to issue and sell the Shares in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act of 1933,
as amended (the “Securities Act”). In connection with the proposed offer and sale of the Shares, the Company will
rely on representations and covenants of each Investor, including that the Investor is not a U.S. person and is acquiring the Shares
in an offshore transaction. The Company expects to conduct the proposed offer and sale in accordance with the requirements of Regulation
S. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States unless registered
under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act.
The
foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, by and among CIMG Inc. and the investors party thereto. |
| 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:
September 30, 2026 |
By: |
/s/ Jianshuang
Wang |
| |
Name: |
Jianshuang Wang |
| |
Title: |
Chief Executive Officer |
