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2026-02-11
2026-02-11
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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 |
