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2026-03-21
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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): March 21, 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.) |
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.
As
previously disclosed, on February 11, 2026, CIMG Inc. (the “Company”) entered into a Convertible Note and Warrant Purchase
Agreement (the “Original Purchase Agreement”) with certain non-U.S. investors (the “Investors”) in connection
with a private placement transaction exempt from registration under Regulation S. Pursuant to
the Original Purchase Agreement, the Company agreed to issue convertible promissory notes (the “Original Notes”) and warrants
to purchase shares of the Company’s common stock (the “Original Warrants”) in two tranches. On February 13, 2026, the
initial closing under the Original Purchase Agreement occurred, and the Company issued the initial tranche of Original Notes and the
related Original Warrants to the Investors.
On
March 21, 2026, in light of the suspension of trading of the Company’s common stock on The Nasdaq Stock Market LLC,
effective March 6, 2026, and its current quotation on the OTC market, the Company entered into an Amended and Restated Convertible
Note and Warrant Purchase Agreement (the “A&R Purchase Agreement”) with the Investors, pursuant to which the Company
issued and delivered to each Investor (i) an Amendment No. 1 to the applicable Original Note (each, a “Note Amendment,” and
collectively, the “Note Amendments”) and (ii) an amended and restated warrant in replacement of the applicable Original
Warrant (each, an “A&R Warrant,” and collectively, the “A&R Warrants”). In accordance with the
A&R Purchase Agreement, the parties agreed that the second closing contemplated by the Original Purchase Agreement would
be canceled. The Company also agreed to file, within 15 days after March 21, 2026, or as soon as practicable thereafter, a registration
statement on Form S-1 covering the resale of the shares issuable upon conversion of the Original Notes, as amended by the Note Amendments,
and upon exercise of the A&R Warrants.
The
Note Amendments amend, among other things, the Original Notes to provide that the conversion price will be subject to a floor
price of $0.10 per share and that “Trading Market” includes any OTC market on which the Company’s common stock is quoted
for trading. The A&R Warrants amended and restated the Original Warrants to provide that the A&R Warrants may be exercised
for cash only at an exercise price of $0.015 per share, subject to adjustment.
The
foregoing descriptions of the A&R Purchase Agreement, the Note Amendments, and the A&R Warrants do not purport to be complete
and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2
and 10.3 to this Current Report on Form 8-K 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
7.01 Regulation FD Disclosure
On
March 25, 2026, the Company issued a press release (the “Press Release”) announcing its financial results for the three months
ended December 31, 2025. The Press Release contains information about the Company’s view of its future expectations, plans and
prospects that constitute forward-looking statements. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The
information in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amended and Restated Convertible Note and Warrant Purchase Agreement, dated as of March 21, 2026, by and among CIMG Inc. and the investors party thereto |
| 10.2 |
|
Form of Amendment No. 1 to Convertible Promissory Note |
| 10.3 |
|
Form of Amended and Restated Warrant |
| 99.1 |
|
The
Press Release |
| 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:
March 25, 2026 |
By: |
/s/
Jianshuang
Wang |
| |
Name: |
Jianshuang
Wang |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
CIMG
Inc. Reports Q1 Financial Results
HONG
KONG, March 25, 2026 /PRNewswire/ — CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG), a business group
specializing in digital health and sales development, which utilizes technologies and marketing networks to enhance its business partners’
sales growth and commercial value, today announced that it has reported its financial results for the three months ended December 31,
2025, which shows that the Company achieved significant revenue growth and a continued reduction in net loss for such period.
Financial
Results for the Three Months ended December 31, 2025 (vs. the same period in 2024)
1.
Total revenue was $15,768,796 during the three months ended December 31, 2025, compared to $22,853 in the prior-year period, reflecting
the initial impact of the Company’s expansion into medicine-food homology products and computing power solutions. This growth primarily
reflects early-stage commercialization and expansion of new business lines.
2.
Expanded scale of digital asset holdings: As of December 31, 2025, the Company held 730 Bitcoins with a carrying value of $63,978,821.
The value of these digital assets is subject to significant market volatility and may materially impact the Company’s financial
results.
3.
As of December 31, 2025, the book value per share was approximately $3.6, based on the number of the Company’s shares outstanding
as of that date.
Progress
in Business Strategic Transformation and Operations
During
the three months ended December 31, 2025, the Company continued to advance its transformation to the health consumer goods category and
computing power technology products in the Asia market, with multiple key progress made:
1.
Continuous improvement of product line layout: Relying on digital marketing strategies, the Company achieved sales growth of its medicine-food
homology products; the computing power product series was officially launched in September 2025, providing enterprise customers with
GPU hardware devices integrated with artificial intelligence data processing modules. During the three months ended December 31, 2025,
the Company generated revenue from computing power products through contracts with enterprise customers, including China Merchants Bank.
2.
Accelerated global subsidiary layout: During the three months ended December 31, 2025, the Company set up wholly-owned subsidiaries in
Shenzhen and Foshan, China, and acquired Braincon Limited (“Braincon HK”) and Braincon HK’s subsidiary, Beijing Xin
Miao Shi Dai Technology Development Co., Ltd.. This improved the Company’s production, sales and R&D layout in the Asia market,
and strengthened its localized operation capabilities.
Alice
Wang, Chairman and CEO of CIMG, stated: “the Company will continue to focus on the Asia market and deepen the dual-track layout
of health consumer goods and computing power technology products. On the one hand, we will seek to expand the online and offline sales
channels for maca series and homology of medicine and food series products, optimize product pricing and cost control, and improve the
gross profit margin of core categories over time, although there can be no assurance that these efforts will be successful. On the other
hand, we will increase R&D investment in computing power products, improve the industry-specific customized development of artificial
intelligence data processing modules, further expand the enterprise customer base, and raise the revenue share of the computing power
business.”
“In
terms of capital operation and compliant operations, the company will actively advance the follow-up financing plan and optimize the
capital structure. At the same time, we will strictly abide by the Nasdaq listing rules and rectify the previous listing compliance issues.
The company has filed an appeal against the Nasdaq delisting decision and will make every effort to maintain its listing status. In addition,
the company will strengthen the construction of internal financial management and internal control systems, improve operational efficiency,
and drive the Company’s transition from business transformation to profit growth,” Alice Wang added.
About
CIMG
CIMG
is a business group specializing in digital health and sales development, with a cryptocurrency-focused strategy. The Company leverages
AI and cryptocurrencies (such as Bitcoin and stablecoins) to drive business growth, helping clients maximize user growth and enhance
brand management value. The Company’s current client portfolio includes brands such as Kangduoyuan, Maca-Noni, Qianmao, Huomao,
and Coco-mango.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “aim,”
“intend,” “plan,” “believe,” “estimate,” “expect,” “project,”
“target,” “may,” “should,” “will,” “future,” “likely,” and similar
references to future periods. These forward-looking statements include, without limitation, statements regarding the Company’s
expected operating results, revenue growth, business strategy, development of its AI computing and digital health businesses, digital
asset strategy, potential future purchases or holdings of Bitcoin or other digital assets, anticipated benefits from computing power
service contracts, liquidity and capital resources, and the Company’s ability to execute its strategic plans.
Forward-looking
statements are based on current expectations and assumptions that are subject to risks and uncertainties, including, but not limited
to, risks related to fluctuations in the market price of Bitcoin and other digital assets; the Company’s ability to execute and
realize the expected benefits of computing power and digital health contracts; the Company’s ability to raise additional capital
if needed; its ability to maintain compliance with Nasdaq listing standards; risks related to doing business in the People’s Republic
of China, including regulatory, legal, and currency transfer risks; general economic and market conditions; competition; and other risks
described in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on
Form 10-K and subsequent filings.
Actual
results may differ materially from those expressed or implied by these forward-looking statements. The Company undertakes no obligation
to update or revise any forward-looking statements contained herein, except as required by applicable law.
For
more information, please contact:
CIMG
Inc.
+
852 70106695
http://www.ccmg.tech
ir@ccmg.tech
