CIMG Inc. inks $5M convertible notes, warrants deal

CIMG Inc. entered into a private placement agreement with non-U.S. investors for up to $5,000,000 of convertible promissory notes and related stock purchase warrants.

Rhea-AI Filing Summary

CIMG Inc. entered into a private placement agreement with non-U.S. investors for up to $5,000,000 of convertible promissory notes and related stock purchase warrants. The notes are split into two tranches of $1,600,000 and $3,400,000, and the initial $1,600,000 tranche closed on February 13, 2026.

The notes carry 7% annual interest and mature on August 12, 2027. They are convertible into common stock at the 10-day volume-weighted average price before conversion, with a minimum conversion price of $0.14 per share, subject to adjustment. Warrants will allow investors to buy additional common shares at an exercise price of $0.57 per share for three years from issuance.

Both note conversion and warrant exercise are conditioned on CIMG obtaining required shareholder approval under Nasdaq listing rules. The warrant coverage for each tranche is based on the principal amount of notes divided by the Nasdaq “Minimum Price” at the relevant closing.

Insights

Corporate finance analyst

CIMG secures a structured $5M convertible notes and warrants financing.

CIMG Inc. agreed to issue up to $5,000,000 of convertible notes with attached warrants to non-U.S. investors under Regulation S. The notes bear 7% interest, mature on August 12, 2027, and an initial $1,600,000 tranche has already closed, giving the company new debt funding.

The notes convert at a 10-day volume-weighted average price with a floor of $0.14 per share, while the warrants are exercisable at $0.57 per share. This structure can later add equity and potential dilution, depending on the share price and investor conversion or exercise decisions.

Conversion and warrant exercise both require shareholder approval under Nasdaq rules, and the warrant coverage is tied to the Nasdaq “Minimum Price” at each closing. Subsequent company disclosures can clarify if and when the second $3,400,000 tranche funds and how much of the facility is ultimately converted into equity.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

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

CIMG Inc. entered a private placement for up to $5,000,000 of convertible promissory notes and accompanying stock purchase warrants with non-U.S. investors. The structure combines debt funding today with potential future equity issuance through note conversion and warrant exercises.

How are the CIMG Inc. (IMG) convertible notes structured and when do they mature?

The notes are issued in two tranches of $1,600,000 and $3,400,000, bear 7% annual interest, and mature on August 12, 2027. This means investors receive interest payments until maturity or conversion, providing CIMG with medium-term financing under fixed terms.

What is the conversion price for CIMG Inc. (IMG) notes into common stock?

The notes convert into common shares at the volume-weighted average price for the ten trading days before conversion, but not below $0.14 per share. This VWAP-based formula links conversion value to market trading while enforcing a stated minimum price threshold.

What are the key terms of the CIMG Inc. (IMG) warrants issued with the notes?

The warrants allow investors to buy CIMG common stock at an exercise price of $0.57 per share, subject to adjustment. They become exercisable after shareholder approval of the transaction and remain exercisable for three years from their respective issuance dates.

Has CIMG Inc. (IMG) already received any funds under this note and warrant deal?

Yes. CIMG completed the initial closing on February 13, 2026, issuing notes with $1,600,000 aggregate principal to the investors. A second tranche of $3,400,000 is provided for in the agreement but depends on future issuance under the transaction terms.

What shareholder approvals are required for CIMG Inc. (IMG) note conversions and warrant exercises?

Each investor agreed not to convert the notes or exercise the warrants until CIMG obtains requisite shareholder approval under applicable Nasdaq listing rules. This condition means equity issuance from the financing depends on shareholders authorizing the transaction structure.

How is the warrant coverage determined in CIMG Inc. (IMG)’s financing?

For each tranche, the warrant coverage equals the principal amount of notes issued at that closing divided by the Nasdaq “Minimum Price” on that date. This links the number of warrant shares to both the funding amount and the exchange-defined minimum pricing standard.

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

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Accepted by SEC EDGAR 02/17/2026 - 05:25 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): February 11, 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.)

00000 

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

9 San On Street, Tuen Mun, Hong Kong

(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 February 11, 2026, CIMG Inc. (the “Company”) entered into a convertible note and warrant purchase agreement (the “Purchase Agreement”) with certain non-U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $5,000,000 (the “Notes”) and warrants to purchase the Company’s shares of common stock (the “Warrants”) in reliance on the registration exemptions of Regulation S (the “Transaction”). The Notes are issuable in two tranches, consisting of (i) an initial tranche in the aggregate principal amount of $1,600,000 and (ii) a second tranche in the aggregate principal amount of $3,400,000. The Notes bear interest at an annual rate of 7% and have a maturity date of August 12, 2027.

On February 13, 2026, the Company completed the initial closing and issued Notes in the aggregate principal amount of $1,600,000 to the Investors.

The Notes are convertible into shares of the Company’s shares of common stock, $0.00001 par value per share, at a conversion price equal to the volume weighted average price of the common stock for the ten (10) consecutive trading days ending on (and including) the trading day immediately prior to the date of conversion; provided, however, that in no event shall such conversion price be less than $0.14 per share, subject to adjustment as set forth in the Notes.

The Purchase Agreement also provides for the issuance to the Investors of the Warrants to purchase shares of the Company’s common stock, at an exercise price of $0.57 per share, subject to adjustments in accordance with the terms and conditions of the Warrants. The Warrants shall become exercisable from the date when the Company obtains the shareholder approval on the Transaction and remain exercisable until the three-year-anniversary from the respective issuance dates. The warrant coverage amount for each tranche is equal to the principal amount of Notes issued at such closing (excluding interest) divided by the “Minimum Price” (as defined under applicable Nasdaq rules) as of such closing date.

Pursuant to the Purchase Agreement, each Investor has agreed not to convert the Notes or exercise the Warrants unless and until the Company obtains the requisite shareholder approval under applicable Nasdaq listing rules.

The foregoing description of the Purchase Agreement, the Notes, and the Warrants does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement and the forms of the Notes and the Warrants, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Purchase Agreement, dated February 11, 2026, by and among the Company and the Investors
10.2		Form of Notes
10.3		Form of Warrants
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: February 17, 2026	By:
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 129.2 KB
• EX-10.2 EX-10.2 31.0 KB
• EX-10.3 EX-10.3 84.7 KB

Other Documents

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