CIMG Inc SEC Filings

CIMG Inc. has filed an amended Form S-1 for a mixed securities offering. The company is registering up to 900,000,000 Units, each including one share of common stock and one warrant, at $0.015 per Unit, plus a resale of up to 43,000,000 common shares by existing stockholders at $0.01 per share. Each warrant is expected to be exercisable at $0.015 for two years.

The initial closing of 900,000,000 Units would raise about $13.5 million, potentially payable in Bitcoin, as part of a broader Securities Purchase Agreement that contemplates up to 43,333,333,333 Units for $650 million. CIMG plans to hold Bitcoin received as a treasury asset, with flexibility to convert for corporate needs.

CIMG, now quoted on OTC Markets after a Nasdaq delisting, operates health and wellness and AI computing businesses across Hong Kong, mainland China, Singapore, and Florida. The prospectus highlights substantial risks, including a history of losses, going concern doubts, high customer and supplier concentration, Bitcoin price and regulatory exposure, and extensive legal and policy risks tied to operations in China and Hong Kong.

CIMG Inc. reported strong growth for the quarter ended March 31, 2026. Quarterly revenue reached $3.2 million, while revenue for the six months ended March 31, 2026 was $18.9 million, surging 82,969% year over year across its three core product lines.

Total assets were about $53.18 million as of March 31, 2026, including 730 bitcoins with a carrying value of $49.85 million, underscoring its cryptocurrency-focused strategy. The company highlighted progress in its Asian market expansion, omnichannel sales network, and dual focus on comprehensive health products and AI computing power.

CIMG Inc. approved potential issuances of up to 32,000,000 shares of Common Stock (up to 16,000,000 upon conversion of notes and up to 16,000,000 upon exercise of warrants). The Company also approved the issuance of up to 74,487,896 performance shares related to an acquisition, an increase in authorized common shares from 2,000,000,000 to 5,000,000,000, amendment to the 2026 Equity Incentive Plan, board-authorized reverse stock splits at ratios between 1-for-2 and 1-for-300, and a Securities Purchase Agreement framework permitting up to $3,400,000 of purchases (up to 340,000,000 shares issuable including commitment shares valued at $200,000). Shares outstanding were 89,971,443 as of April 20/23, 2026.

CIMG Inc. is registering up to 900,000,000 Units, each with one common share and one warrant, at $0.015 per Unit for an initial Bitcoin-funded primary offering of about $13,500,000. A parallel resale prospectus covers up to 43,000,000 existing shares for selling stockholders.

The Securities Purchase Agreement contemplates up to 43,333,333,333 Units and aggregate gross proceeds of up to $650,000,000 across potential future closings, subject to increasing authorized shares. CIMG plans to hold much of the Bitcoin it receives as treasury assets, while retaining flexibility to convert to U.S. dollars for corporate needs.

The company highlights significant risks: heavy reliance on new Maca-based and computing-power product lines, customer and supplier concentration, extensive operations in Hong Kong and mainland China with evolving PRC and CSRC oversight, HFCAA-related audit and delisting concerns, and prior Nasdaq compliance issues that have already led to a move to OTC trading.

CIMG Inc. filed an amended convertible note and warrant agreement after its common stock was suspended from trading on Nasdaq and moved to the OTC market. The new deal cancels a planned second closing, adds a $0.10 per-share floor to the note conversion price, and sets A&R warrants exercisable for cash at $0.015 per share, subject to adjustment. CIMG also agreed to file a Form S-1 to register resales of shares issuable from the amended notes and A&R warrants.

Separately, CIMG reported strong growth for the quarter ended December 31, 2025. Total revenue was $15,768,796, up from $22,853 a year earlier, reflecting early contributions from medicine-food homology products and computing power solutions. As of December 31, 2025, the company held 730 Bitcoins with a carrying value of $63,978,821 and reported book value per share of about $3.6. Management highlighted continued business transformation in Asia, new computing power contracts including China Merchants Bank, recent acquisitions in China, and ongoing efforts to address Nasdaq listing compliance and pursue additional financing.

CIMG Inc. filed an amended quarterly report for the quarter ended December 31, 2025 to add a full Management’s Discussion and Analysis section; the underlying financial statements are unchanged.

The company generated revenues of $15,768,796, all from China, versus $22,853 a year earlier, but reported a gross profit of only $87,416 and an operating loss of $1,992,573. A fair value loss of $17,502,596 on Bitcoin holdings drove a net loss attributable to CIMG of $19,443,692, or $1.43 per share. As of December 31, 2025, CIMG held 730 Bitcoin valued at $63,978,821, while cash was $45,356.

Management discloses recurring losses, negative operating cash flow, a working capital deficit of $7,493,110 and states there is substantial doubt about the company’s ability to continue as a going concern without immediate additional financing. During the quarter, CIMG completed a 1‑for‑20 reverse stock split, converted all outstanding convertible notes into equity, and issued new shares via private placements and stock compensation. Subsequent events include a new $5,000,000 convertible note facility, issuance of up to 74,487,896 performance-based shares for an acquisition, a Nasdaq decision to delist the stock for multiple listing rule deficiencies, a charter amendment increasing authorized Common Stock to 2,000,000,000 shares, and a $222,062.28 court judgment in favor of former directors for unpaid fees.

CIMG Inc. amended its Articles of Incorporation on March 5, 2026 to increase the number of authorized common shares from 600,000,000 to 2,000,000,000, each with a par value of $0.00001.

The increase in authorized shares had been approved by the board and by holders of a majority of the company’s outstanding voting power through written consent on December 24, 2025. An Information Statement on Schedule 14C describing this change and related matters was filed with the SEC on January 9, 2026.

CIMG Inc. reported that a Nasdaq Hearings Panel has decided to delist its common stock from The Nasdaq Stock Market after the company failed to meet Nasdaq Listing Rules 5550(a)(2), 5250(c)(1), 5550(b)(1), and 5620(a). Trading in the common stock was suspended at the open on March 6, 2026. The company has 15 calendar days from the March 4, 2026 decision to request review by the Nasdaq Listing and Hearing Review Council and currently expects to appeal, but there is no assurance of success. If no timely review is requested, or any appeal fails, Nasdaq is expected to file Form 25 with the SEC to remove the stock from Nasdaq listing and registration. As of March 6, 2026, FINRA has assigned the symbol “CIMG,” and the common stock may be quoted and traded in the over-the-counter market under that symbol.