CIMG Inc 8-K Filings

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. 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. 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.

CIMG Inc. entered into an amended and restated agreement to acquire 100% of Daren Business Technology Limited through its subsidiary for zero cash consideration. Instead of paying cash, CIMG plans a large, performance-based equity award tied to the acquired business.

Subject to stockholder approval under Nasdaq rules and applicable law, CIMG may issue up to 74,487,896 common shares to two entities designated by the seller as a post-closing performance award. These shares would vest for leak-out only if audited revenue targets for the acquired company are met during periods from April 1, 2026 to September 30, 2029, with any unearned shares forfeited and cancelled. If the maximum shares are issued and none forfeited, they would represent a significant percentage of CIMG’s current common stock. The potential share issuance is expected to rely on private-offering and offshore transaction exemptions and the shares would be restricted.

CIMG Inc. reported that it received an additional delisting determination letter from Nasdaq on February 23, 2026. A Nasdaq Hearings Panel will treat the company’s failure to timely file its Form 10‑Q for the quarter ended December 31, 2025 as another basis for potentially removing its shares from The Nasdaq Capital Market during an existing monitoring period.

The company remains subject to a Mandatory Panel Monitor through November 14, 2026, meaning any new compliance failure can trigger a delisting determination. CIMG stated that the letter does not immediately affect the listing or trading of its common stock, which continues to trade under the symbol “IMG”, and that it is working diligently to complete and file the delayed Form 10‑Q as soon as practicable.

CIMG Inc. has changed its independent auditor. On February 18, 2026, the audit committee dismissed Assentsure PAC as the company’s independent registered public accounting firm and engaged ST & Partners PLT for the fiscal year ending September 30, 2026, including reviews of specified interim periods.

The company states that Assentsure’s reports for the years ended September 30, 2025 and 2024 contained no adverse opinions or disclaimers and were not qualified. It also reports no disagreements or reportable events with Assentsure over those fiscal years or the subsequent interim period, and has filed Assentsure’s confirmation letter as an exhibit.

CIMG Inc. regained compliance with Nasdaq’s Minimum Bid Price Requirement after receiving confirmation from the Nasdaq Listing Qualifications Hearings office. The company remains subject to a Hearing Panel exception related to timely periodic filings and will be monitored for one year from February 10, 2026.

If CIMG falls out of compliance with any Nasdaq listing rule during this monitoring period, staff must issue a delisting determination without an additional cure period, though the company could request a new hearing. CIMG also released fiscal year 2025 results, highlighting significant revenue growth and a continued reduction in net loss, driven by a strategic focus on AI computing infrastructure, digital health and a cryptocurrency-focused strategy that may include increasing Bitcoin holdings over time.

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.

CIMG Inc. reported that Nasdaq is considering an additional basis to delist its common stock because the company has not timely filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Nasdaq’s Hearings Panel had already placed the company under a Mandatory Panel Monitor on December 4, 2025, which runs until November 14, 2026 and requires a delisting determination if the company fails to maintain compliance during this period.

The new Nasdaq letter does not immediately affect the listing or trading of CIMG’s shares on The Nasdaq Capital Market, but it highlights the risk that the securities may ultimately be delisted if the filing and related compliance issues are not resolved.

CIMG Inc. reported that its subsidiaries entered into initial computing power-related commercial contracts during the fourth quarter of 2025. These multiple sales contracts and framework agreements have an aggregate contract value of approximately $124 million. The agreements cover computing power services and are described as initial contracts in this area for the company.

The contracts are subject to customary conditions, including customers’ order quantities, inspections, and acceptance, so actual revenue will depend on how these conditions are satisfied over time.

CIMG Inc. reported two major transactions and several new contracts. Through its Singapore subsidiary, the company agreed to buy and has completed the purchase of 230 Bitcoin under a Bitcoin Purchase Agreement with Lordan Group Ltd. The aggregate purchase price was approximately USD 24.61 million, funded with internal capital, bringing CIMG’s total Bitcoin holdings to 730 BTC.

Separately, its subsidiary Zhongyan Shangyue signed a China Merchants Bank IT Equipment Procurement Framework Contract with a total agreement value of about RMB 752.2 million (approximately USD 106.5 million), covering CPU and GPU servers plus installation, a 60‑month warranty and maintenance. The company also highlighted two additional computing power product sales contracts via subsidiaries with an aggregate value of approximately USD 1.78 million.

CIMG Inc. approved a 1-for-20 reverse stock split of its common stock, effective at 12:01 a.m. on December 5, 2025. Each 20 existing shares are combined into 1 new share.

After the split, issued and outstanding common shares are reduced from 309,667,840 to approximately 15,483,392 shares, with fractional share amounts rounded up to the next whole share for each holder. The change was implemented through a Certificate of Change filed in Nevada.

The company also reported that it received the “Most Investable Company Award” at the 10th Zhitong Finance Capital Market Annual Conference and Listed Company Awards Ceremony in Shenzhen, China.

CIMG Inc. (IMG) filed an 8‑K stating it believes it now meets Nasdaq’s shareholders’ equity requirement. The company reports shareholders’ equity of approximately $49.52 million, supported by a pro forma balance sheet, and awaits Nasdaq’s confirmation.

To rebuild equity, CIMG completed several transactions: a private sale of 220,000,000 common shares to non‑U.S. investors for $55 million at $0.25 per share, and full conversions of $4,000,000 of 7% notes at $0.24 per share, issuing a total of 16,666,666 shares. After September 30, the company issued the remaining shares under the purchase agreement, completed the remaining note conversions, and reported full warrant exercises resulting in 25,641,023 new shares and about $10 million in gross proceeds.

CIMG states these actions achieved compliance with Nasdaq Listing Rule 5550(b)(1) concerning equity and that subsequent events further strengthen its capital position.

CIMG Inc. furnished a Regulation FD update stating it authorized an individual shareholder’s equity tokenization with FlowStocks. The update was provided via a press release attached as Exhibit 99.1.

The information is furnished under Item 7.01 and is not deemed filed under the Exchange Act, nor incorporated by reference, unless expressly stated otherwise. The filing lists the press release and the cover page interactive data file as exhibits.

CIMG Inc. (IMG) amended its Articles to increase authorized common stock from 200,000,000 to 600,000,000, effective at 11:00 a.m. (New York time) on October 28, 2025, following stockholder approval at its 2025 Annual Meeting.

A quorum was present, with 156,695,414 shares represented (about 79.74%) out of 196,514,084 shares outstanding as of the September 30, 2025 record date. Stockholders approved all six proposals and elected the director slate, each receiving a majority of votes cast.

Under a Regulation FD disclosure, the company announced on October 31, 2025 that its subsidiary has been authorized as a distributor of Inspur Electronic Information Industry Co., Ltd.

CIMG Inc. reported receiving a delinquency notice from Nasdaq on October 8, 2025 because it did not hold an annual shareholder meeting within twelve months of its fiscal year end, as required by Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).

The company has scheduled its Annual Meeting of Stockholders for October 28, 2025, as described in its proxy statement filed on October 6, 2025, and must submit additional information about this deficiency in writing to a Nasdaq Hearings Panel by October 15, 2025. The notice does not immediately affect the listing or trading of CIMG’s common stock on The Nasdaq Capital Market.

CIMG Inc. appointed Wenlong Tong as President of the company, effective October 5, 2025. Tong, age 36, brings leadership experience in financial technology, e-commerce, smart city initiatives, new energy and strategic execution, including work with major Chinese banks and several start-up ventures he co-founded.

Under an employment agreement effective from October 5, 2025 to May 31, 2027, Tong will receive an annual salary of $24,000 and is eligible for a discretionary bonus and other standard employee benefits under company policies. The company states there are no family relationships or related-party transactions requiring disclosure in connection with his appointment. CIMG also issued a press release on October 9, 2025 announcing his new role.

CIMG Inc. filed a current report describing the establishment of a new Hong Kong subsidiary called Braincoin Limited. The company states that this subsidiary is intended to help expand its global computing power ecosystem, signaling an organizational step to support its business strategy in that area.

The update is presented through a press release furnished as an exhibit and is classified as a Regulation FD disclosure, meaning it is intended to share information broadly with the market rather than to report a specific financial transaction or detailed results.

CIMG Inc. reported that it has entered into a non-binding Memorandum of Understanding with iZUMi Finance to collaborate on launching Upstarts Fund, an on-chain crypto fund aimed at helping corporate investors deploy capital into digital assets within a regulated and transparent framework. CIMG and iZUMi Finance together plan to commit $20 million to the Fund, signaling an expansion into the digital asset economy. The company emphasized that this arrangement is based on a non-binding MOU, with completion depending on due diligence, negotiation of definitive agreements, and customary closing conditions, so there is no assurance the transaction will be completed.