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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): October 20, 2025
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 00000
(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.
Bitcoin
Purchase Agreement
On
October 20, 2025, CIMG Pte. Ltd., a Singapore limited liability company and a wholly owned subsidiary of CIMG Inc. (the “Company”),
entered into a Bitcoin Purchase Agreement (the “Bitcoin Purchase Agreement”) with Lordan Group Ltd., as seller, pursuant
to which CIMG Pte. Ltd. agreed to purchase an aggregate of 230 Bitcoin (BTC) from the seller. The transaction price was determined based
on a floating pricing mechanism tied to market prices over a 30-day period following execution of the Bitcoin Purchase Agreement, with
an estimated aggregate purchase price of approximately USD 24.61 million.
Under
the terms of the Bitcoin Purchase Agreement, payment of the purchase price was made in installments within 30 working days following
execution, and the seller was required to transfer the Bitcoin to a digital wallet address designated by CIMG Pte. Ltd. within 20 days
after receipt of full payment, with transfer completion confirmed on the applicable blockchain network.
The
Bitcoin Purchase Agreement contains customary representations and warranties, covenants, risk acknowledgements related to digital assets,
confidentiality provisions, liquidated damages for breach, and dispute resolution provisions.
The
foregoing description of the Bitcoin Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Bitcoin Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
On
December 12, 2025, CIMG Pte. Ltd. completed the purchase of 230 Bitcoin (BTC) pursuant to the Bitcoin Purchase Agreement. Upon completion
of the transaction, the seller transferred the 230 Bitcoin to a digital wallet address designated by CIMG Pte. Ltd. The aggregate purchase
price for the Bitcoin was approximately USD 24.61 million, and was funded using the Company’s internal sources of capital. Following
the completion of this transaction, the Company’s total Bitcoin holdings increased to 730 Bitcoin.
China
Merchants Bank IT Equipment Procurement Framework Contract
On
December 12, 2025, the Company, through its wholly owned subsidiary Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan Shangyue”),
entered into a China Merchants Bank IT Equipment Procurement Framework Contract (the “IT Equipment Procurement Framework Contract”)
with China Merchants Bank Co., Ltd. (“CMB”).
Pursuant
to the IT Equipment Procurement Framework Contract, Zhongyan Shangyue agreed to supply CMB with certain computing power and server equipment,
including CPU servers and GPU servers, together with related installation, commissioning, warranty and maintenance services. The total
agreement value is approximately RMB 752.2 million (approximately USD 106.5 million), inclusive of value-added tax, with the final amount
subject to CMB’s inspection and acceptance. If CMB modifies its quantity requirements for the products, Zhongyan Shangyue is obligated
to supply the corresponding products upon receipt of notice from CMB, with the contract amount to be determined based on the actual quantities
ordered and accepted.
Under
the terms of the IT Equipment Procurement Framework Contract, Zhongyan Shangyue is required to deliver the equipment to designated locations
specified by CMB within 30 working days from the execution of this IT Equipment Procurement Framework Contract and to provide a warranty
period of 60 months from acceptance. Payment is to be made by CMB within 60 working days after acceptance of the products and receipt
of a valid value-added tax invoice.
The
IT Equipment Procurement Framework Contract contains customary representations, warranties, quality assurance obligations, service continuity
requirements, intellectual property protections, liquidated damages, force majeure provisions and dispute resolution terms.
The
foregoing description of the IT Equipment Procurement Framework Contract does not purport to be complete and is qualified in its entirety
by reference to the full text of the IT Equipment Procurement Framework Contract, a copy of which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01, “Entry into a Material Definitive Agreement (Bitcoin Purchase Agreement),” of this Current
Report on Form 8-K is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
December 17, 2025, the Company issued a press release announcing that it has acquired 230 Bitcoin (BTC) pursuant to the Bitcoin purchase
Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
On
December 15, 2025, the Company issued a press release announcing that Zhongyan Shangyue has entered into the IT Equipment Procurement
Framework Contract. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
On
December 8, 2025, the Company issued a press release announcing that its wholly owned subsidiaries had entered into two separate sales
contracts for computing power products with an aggregate contract value of approximately USD 1.78 million. Specifically, Zhongyan Shangyue
entered into a sales contract with Zhonghao Xinying (Hangzhou) Co., Ltd. for the sale of 64 units of high-performance computing servers,
and Beijing Xinmiao Shidai Technology Co., Ltd. entered into a sales contract with Shanghai Yundeng Technology Co., Ltd. for the delivery
of 145 units of NVIDIA graphics cards. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The
information set forth in this Item 7.01 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed”
for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except
in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates
it by specific reference in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality
of any such information.
Item
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Bitcoin Purchase Agreement, dated October 20, 2025, by and between CIMG Pte. Ltd. And Lordan Group Ltd |
| 10.2 |
|
China Merchants Bank IT Equipment Procurement Framework Contract, dated December 12, by and between Zhongyan Shangyue Technology Co., Ltd. and China Merchants Bank Co., Ltd. |
| 99.1 |
|
Press Release announcing CIMG Inc. Acquires 230 Bitcoin, Bringing Total Holdings to 730. |
| 99.2 |
|
Press Release announcing New Contract for Computing Power Equipment Sale with Contract Value of Approximately USD 106.5 Million. |
| 99.3 |
|
Press Release announcing the Execution of Computing Power Product Sales Contracts Totaling Approximately USD 1.779 Million via Subsidiaries. |
| 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: December 17, 2025 |
By: |
/s/ Jianshuang
Wang |
| |
Name: |
Jianshuang Wang |
| |
Title: |
Chief Executive Officer |
