UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
(Amendment
No. )
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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| ☒ |
Definitive
Information Statement |
CIMG
INC.
(Name
of Registrant As Specified In Its Charter)
| Payment
of Filing Fee (Check the appropriate box): |
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| ☒ |
No
fee required |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17CFR 240.14a-101) per Item 1 of this Schedule and Exchange
Act Rules 14c-5(g) and 0-11 |
CIMG
INC.
Room
R2, FTY D, 16/F, Kin Ga Industrial Building,
9
San On Street, Tuen Mun, Hong Kong
+
852 70106695
NOTICE
OF WRITTEN CONSENT OF STOCKHOLDERS
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
To
the Stockholders of CIMG Inc.:
This
Notice and Information Statement is being circulated to the stockholders of the outstanding common stock, $0.00001 par value per share
(the “Common Stock”), of CIMG Inc. (the “Company”), as of the close of business on January 7, 2026, pursuant
to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of this
Information Statement is to inform our stockholders of actions taken by written consent of the holder of a majority of the outstanding
voting stock of the Company, holding approximately 67.4% of the outstanding voting capital stock of the Company (the “Majority
Stockholders”). This Information Statement shall be considered the notice required under Chapter 78 of the Nevada Revised Statutes
(the “NRS”).
The
following actions (“Corporate Actions”) were authorized by written consent of the Majority Stockholders on December 24, 2025:
| (i) |
the
implementation of a reverse stock split at a ratio between 1-for-2 and 1-for-50, to be effected at the Board’s discretion within
(12) months from December 24, 2025; |
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|
| (ii) |
an
amendment to the Company’s Articles of Incorporation, dated July 15, 2011, as amended on May 6, 2013, October 28, 2019, October
22, 2024, and October 28, 2025 to increase the number of authorized shares of our common stock from 600,000,000 to 2,000,000,000;
and |
| |
|
| (iii) |
for
purposes of complying with Nasdaq Listing Rule 5635(d), the issuance by the Company of units consisting of one share of Common Stock
and one warrant to purchase one share of Common Stock (the “Units”), for aggregate gross proceeds of up to $850,000,000,
at a price below the Nasdaq Minimum Price, which issuance may result in the issuance, in the aggregate, of twenty percent
(20%) or more of the Company’s outstanding Common Stock or voting power following the closing of the transaction, depending
on the purchase price determined at the time of issuance. |
This
Information Statement is being furnished to our stockholders of record as of January 7, 2026 (the “Record Date”),
in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, and the rules promulgated by the Securities and
Exchange Commission thereunder, solely for the purpose of informing our stockholders of the actions taken by the written consent of the
Majority Stockholders. You do not need to do anything in response to this Notice and the Information Statement. The action to be taken
pursuant to the Corporate Actions above shall be taken at such future date as determined by the Board of Directors (the “Board”)
of the Company, but in no event earlier than the 20th day after this Information Statement is mailed or furnished to the Stockholders
of record as of the Record Date. You are urged to read the Information Statement in its entirety.
THIS
IS NOT A NOTICE OF A MEETING AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
| By
Order of the Board, |
|
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|
| /s/
Jianshuang Wang |
|
| Jianshuang
Wang |
|
Chief
Executive Officer and Director
January
9, 2026
CIMG
INC.
Room
R2, FTY D, 16/F, Kin Ga Industrial Building,
9
San On Street, Tuen Mun, Hong Kong
+
852 70106695
INFORMATION
STATEMENT
(dated
January 9, 2026)
INFORMATION
STATEMENT PURSUANT TO SECTION 14C OF THE SECURITIES EXCHANGE ACT OF 1934.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF THE COMPANY’S COMMON STOCK.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO
THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT.
INTRODUCTION
This
Information Statement is being mailed or otherwise furnished to the holders of common stock, $0.00001 par value per share (the “Common
Stock”) of CIMG Inc., a Nevada corporation (the “Company”), by the Board of Directors (the “Board”) to
notify them about certain action the holders of a majority of the voting power of the Company’s outstanding voting securities have
taken by written consent in lieu of a stockholders’ meeting. The stockholder action was taken on December 24, 2025. Copies of this
Information Statement are first being sent on or about January 14, 2026, to the holders of record as of January 7, 2026,
of the outstanding shares of the Company’s common stock.
General
Information
Unless
otherwise noted, references to the “Company,” “we,” “us,” or “our” mean CIMG Inc., a
Nevada corporation. Our principal executive offices are located at Room R2, FTY D, 16/F, Kin Ga Industrial Building, 9 San On Street,
Tuen Mun, Hong Kong, telephone + 852 70106695.
By
written consent dated December 24, 2025, as permitted by Section 78.320 of the NRS and Section 1.11 of Article I of our bylaws, the stockholders
who have the authority to vote a majority of the outstanding shares of common Stock, have an aggregate beneficial interest of greater
than the majority of our issued and outstanding shares of common stock, approved the following corporate actions (collectively, the “Corporate
Actions”):
| (i) |
the
implementation of a reverse stock split at a ratio between 1-for-2 and 1-for-50, to be effected at the Board’s discretion within
twelve (12) months from December 24, 2025; |
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| (ii) |
an
amendment to the Company’s Articles of Incorporation, dated July 15, 2011, as amended on May 6, 2013, October 28, 2019, October
22, 2024, and October 28, 2025 to increase the number of authorized shares of our common stock from 600,000,000 to 2,000,000,000;
and |
| |
|
| (iii) |
for
purposes of complying with Nasdaq Listing Rule 5635(d), the issuance by the Company of units consisting of one share of Common Stock
and one warrant to purchase one share of Common Stock (the “Units”), for aggregate gross proceeds of up to $850,000,000,
at a price below the Nasdaq Minimum Price, which issuance may result in the issuance, in the aggregate, of twenty percent
(20%) or more of the Company’s outstanding Common Stock or voting power following the closing of the transaction, depending
on the purchase price determined at the time of issuance. |
Nasdaq
Requirements
Under
Nasdaq Listing Rule 5635(d), stockholder approval is required in connection with a transaction, other than a public offering, involving
the sale or issuance by a company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more
of the company’s outstanding common stock or 20% or more of the voting power of such company outstanding before the issuance, at
a price that is less than the minimum price, which is defined as the lower of: (i) the Nasdaq Official Closing Price of the Company’s
common stock immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq Official Closing Price of the Company’s
common stock for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”).
The
transaction described in this Information Statement involves the issuance by the Company of Units, each consisting of one share of common
stock and one warrant to purchase one share of common stock, at a purchase price below the Nasdaq Minimum Price. Depending on the purchase
price determined at the time of issuance, the issuance of such Units may result in the issuance, in the aggregate, of 20% or more of
the Company’s outstanding common stock or voting power following the closing of the transaction. Accordingly, the Board has determined
that, for purposes of complying with Nasdaq Listing Rule 5635(d), the approval of the Company’s stockholders is required in connection
with the issuance of such securities..
The
approval of the Corporate Actions for purposes of Nasdaq Rule 5635(d) was taken by written consent pursuant to Section 78.320 of the
Nevada Revised Statutes, which provides that any action required or permitted to be taken at a meeting of the stockholders may be taken
without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of
the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion
of written consents is required. Such approval by written consent was also made in accordance with the Company’s Articles of Incorporation
and Bylaws.
The
actions taken by written consent of the Majority Stockholders will not become effective until the date that is twenty (20) calendar days
after this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the Record Date.
Dissenters’
Right of Appraisal
Under
the NRS, the Company’s stockholders are not entitled to dissenters’ rights with respect to the proposed actions and nor have
we provided for appraisal rights in our certificate of incorporation or bylaws..
Vote
Required
The
vote, which was required to approve the above Corporate Actions, was the affirmative vote of the holders of a majority of the Company’s
voting stock. Each holder of common stock is entitled to one (1) vote for each share of common stock held.
The
date used for purposes of determining the number of outstanding shares of the voting stock of the Company entitled to vote is December
24, 2025. The record date for determining those stockholders of the Company entitled to receive this Information Statement is the
close of business on January 7, 2026. As of January 7,2026, the Company had 15,483,547 shares of voting stock outstanding,
with all 15,483,547 shares being common stock. All outstanding shares are fully paid and nonassessable.
Vote
Obtained
Section
78.320 of the NRS and Section 1.11 of Article I of our bylaws provide that any action which may be taken at any annual or special meeting
of stockholders may be taken without a meeting, without prior notice and without a vote, via written consent of the holders of outstanding
stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
The
consenting stockholders voted to approve the Corporate Actions and their respective approximate ownership percentage of the voting stock
of the Company as of December 24, 2025, totaling in the aggregate 67.4% of the outstanding voting stock.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
CORPORATE
ACTIONS
I.
APPROVAL OF THE IMPLEMENTATION OF A REVERSE STOCK SPLIT AT A RATIO BETWEEN 1-for-2 AND 1-for-50, TO BE EFFECTED AT THE BOARD’S
DISCRETION WITHIN TWELVE (12) MONTHS FROM DECEMBER 24, 2025.
On
December 24, 2025, our Board and the Majority Stockholders authorized and approved the implementation of a reverse stock split at a ratio
between 1-for-2 and 1-for-50, to be effected at the Board’s discretion within twelve (12) months from December 24, 2025.
Background
The
Board believes that effecting the Reverse Stock Split is desirable for a number of reasons, including:
Broadening
our investor base. We believe that by increasing the price of our Common Stock or potentially decreasing its volatility, the Reverse
Stock Split may allow a broader range of institutional investors to invest in our Common Stock. For example, many funds and institutions
have investment guidelines and policies that prohibit them from investing in stocks trading below a certain threshold. We believe that
increased institutional investor interest in the Company and our Common Stock will potentially increase the overall market for our Common
Stock.
Increase
in Analyst and Broker Interest. We believe the Reverse Stock Split would help increase analyst and broker-dealer interest in our
Common Stock as many brokerage and investment advisory firms’ policies can discourage analysts, advisors, and broker-dealers from
following or recommending companies with low stock prices. Because of the trading volatility and lack of liquidity often associated with
lower-priced stocks, many brokerage houses have adopted investment guidelines, policies and practices that either prohibit or discourage
them from investing in or trading such stocks or recommending them to their customers. Some of those guidelines, policies and practices
may also function to make the processing of trades in lower-priced stocks economically unattractive to broker-dealers. While we recognize
that we may remain a “penny stock” under the rules of the Securities and Exchange Commission (“SEC”), if our
Common Stock is not listed on a national securities exchange, we expect that the increase in the stock price resulting from the Reverse
Stock Split will position us better if our business continues to grow as we anticipate. Additionally, because brokers’ commissions
and dealer mark-ups/mark-downs on transactions in lower-priced stocks generally represent a higher percentage of the stock price than
commissions and mark-ups/mark-downs on higher-priced stocks, the current average price per share of our Common Stock can result in shareholders
or potential shareholders paying transaction costs representing a higher percentage of the total share value than would otherwise be
the case if the share price were substantially higher.
Certain
Risks Associated with the Reverse Stock Split
If
the Reverse Stock Split does not result in a proportionate increase in the price of the Common Stock, we may be unable to meet the initial
listing requirements of a principal national securities exchange.
We
expect that the Reverse Stock Split will increase the market price of the Common Stock so that we will be able to meet the minimum bid
price requirement under the listing rules of a principal national securities exchange. However, the effect of the Reverse Stock Split
on the market price of the Common Stock cannot be predicted with certainty, and the results of reverse stock splits by companies under
similar circumstances have varied. It is possible that the market price of the Common Stock following the Reverse Stock Split will not
increase sufficiently for us to meet the minimum bid price requirement. If we are unable meet the minimum bid price requirement, we may
not be unable to list our common stock on a principal national securities exchange.
Even
if the Reverse Stock Split results in the requisite increase in the market price of the Common Stock, there is no assurance that we will
be able to continue to comply with the minimum bid price requirement.
Even
if the Reverse Stock Split results in the requisite increase in the market price of the Common Stock to be in compliance with the minimum
bid price requirements of a principal national securities exchange, there can be no assurance that the market price of the Common Stock
following the Reverse Stock Split will remain at the level required for continued compliance with such requirement. It is not uncommon
for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price
of our common stock declines following the implementation of the Reverse Stock Split, the percentage decline may be greater than would
occur in the absence of the Reverse Stock Split. In any event, other factors unrelated to the number of shares of the Common Stock outstanding,
such as negative financial or operational results, could adversely affect the market price of the Common Stock and jeopardize our ability
to meet or continue to comply with the minimum bid price requirement.
The
Reverse Stock Split may decrease the liquidity of the Common Stock.
The
liquidity of the Common Stock may be adversely affected by the Reverse Stock Split given the reduced number of shares that will be outstanding
following the Reverse Stock Split, especially if the market price of the Common Stock does not sufficiently increase as a result of the
Reverse Stock Split. In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares)
of the Common Stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater
difficulty effecting such sales.
The
increased market price of the Common Stock resulting from the Reverse Stock Split may not attract new investors, including institutional
investors, and may not satisfy the investing guidelines of those investors, and consequently, the liquidity of the Common Stock may not
improve.
Although
we believe that a higher market price may help generate greater or broader investor interest in the Common Stock, there can be no assurance
that the Reverse Stock Split will result in a per-share price increase sufficient to attract new investors, including institutional investors.
Additionally, there can be no assurance that the market price of the Common Stock will satisfy the investing guidelines of those investors.
As a result, the trading liquidity of the Common Stock may not necessarily improve following the Reverse Stock Split.
Disadvantages
of a Reverse Stock Split
Reduced
Market Capitalization. While we expect that the reduction in the outstanding shares of the Common Stock will increase the market
price of such shares, we cannot assure you that the Reverse Stock Split will increase the market price of the Common Stock by a multiple
corresponding to the final ratio of the Reverse Stock Split, or result in any permanent increase in the market price, which can be dependent
upon many factors, including our financing activities, business, financial performance and prospects. Should the market price decline
after the Reverse Stock Split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would
have been prior to the Reverse Stock Split. In some cases the stock price of companies that have effected reverse stock splits has subsequently
declined back to pre-reverse split levels. Accordingly, we cannot assure you that the market price of the Common Stock immediately after
the effective date of the Reverse Stock Split will be maintained for any period of time or that the ratio of post- and pre-split shares
will remain the same after the Reverse Stock Split is effected, or that the Reverse Stock Split will not have an adverse effect on our
stock price due to the reduced number of shares outstanding after the Reverse Stock Split. A Reverse Stock Split is often viewed negatively
by the market and, consequently, can lead to a decrease in our overall market capitalization. If the per share price does not increase
proportionately as a result of the Reverse Stock Split, then our overall market capitalization will be reduced.
Increased
Transaction Costs. The number of shares held by each individual stockholder will be reduced if the Reverse Stock Split is implemented.
This will increase the number of stockholders who hold less than a “round lot,” or 100 shares. Typically, the transaction
costs to stockholders selling “odd lots” are higher on a per share basis. Consequently, the Reverse Stock Split could increase
the transaction costs to existing stockholders in the event they wish to sell all or a portion of their position.
Liquidity.
Although the Board believes that the decrease in the number of shares of Common Stock outstanding as a consequence of the Reverse Stock
Split and the anticipated increase in the price of our Common Stock could encourage interest in our Common Stock and possibly promote
greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after
the Reverse Stock Split.
Effects
of the Reverse Stock Split
As
of January 7, 2026, we had 15,483,547 shares of our Common Stock issued and outstanding. Depending on the ratio for the Reverse
Stock Split determined by our Board, a minimum of two (2) and a maximum of fifty (50) shares of existing Common Stock will be combined
into one new share of Common Stock. The table below shows, as of January 7, 2026 the number of outstanding shares of Common Stock
that would result from the listed hypothetical Reverse Stock Split ratios (without giving effect to the treatment of fractional shares):
| Reverse Stock Split Ratio | |
Approximate Number of
Outstanding Shares of
Common Stock Following the
Reverse Stock Split | |
| | |
| |
| 1-for-2 | |
| 7,741,774 | |
| 1-for-50 | |
| 309,671 | |
The
actual number of shares issued after giving effect to the Reverse Stock Split, if implemented, will depend on the Reverse Stock Split
ratio that is ultimately determined by our Board and by the number of issued and outstanding shares at the time of the Board decision.
The
Reverse Stock Split will affect all holders of our Common Stock uniformly and will not affect any Stockholder’s percentage ownership
interest in our company, except that as described below in “Fractional Shares,” record holders of Common Stock otherwise
entitled to a fractional share as a result of the Reverse Stock Split will be rounded up to the next whole number. In addition, the Reverse
Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).
The
implementation of the Reverse Stock Split will result in an increased number of available authorized shares of Common Stock. The resulting
increase in such availability in the authorized number of shares of Common Stock could have a number of effects on our stockholders depending
upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase in available authorized
shares for issuance could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable
law) in one or more transactions that could make a change in control or takeover of our company more difficult. For example, additional
shares could be issued by us so as to dilute the stock ownership or voting rights of persons seeking to obtain control of our company,
even if the persons seeking to obtain control of our company offer an above-market premium that is favored by a majority of the independent
stockholders. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making
it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such
removal. We do not have any other provisions in our Articles of Incorporation, Bylaws, employment agreements, credit agreements or any
other documents that have material anti-takeover consequences. Additionally, we have no plans or proposals to adopt other provisions
or enter into other arrangements that may have material anti-takeover consequences. The Board is not aware of any attempt, or contemplated
attempt, to acquire control of our company, and this proposal is not being presented with the intent that it be utilized as a type of
anti-takeover device.
Additionally,
because holders of Common Stock have no preemptive rights to purchase or subscribe for any of our unissued stock, the issuance of additional
shares of authorized Common Stock that will become newly available as a result of the implementation of the Reverse Stock Split will
reduce the current stockholders’ percentage ownership interest in the total outstanding shares of Common Stock.
We
may issue the additional shares of authorized Common Stock that will become available as a result of the Reverse Stock Split without
the additional approval of its Stockholders.
The
Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of Common Stock. Odd lot shares
may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than
the costs of transactions in “round lots” of even multiples of 100 shares.
After
the effectiveness of the Reverse Stock Split, our Common Stock will have a new Committee on Uniform Securities Identification Procedures
(CUSIP) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need
to be exchanged for stock certificates with the new CUSIP number by following the procedures described below. After the Reverse Stock
Split, we will continue to be subject to the periodic reporting and other requirements of the Exchange Act. Our Common Stock will continue
to be listed on the Nasdaq Capital Market under the symbol “IMG.”
Effect
of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities
Based
upon the Reverse Stock Split ratio determined by the Board, proportionate adjustments are generally required to be made to the per share
exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or
exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock. This would result in
approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities
upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion,
immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable
upon settlement or vesting of restricted stock awards will be similarly adjusted, subject to our treatment of fractional shares. The
number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split ratio
determined by the Board, subject to our treatment of fractional shares.
For
example, upon the effectiveness of the Reverse Stock Split at a ratio of 1-for-2, a warrant holder that previously held a warrant to
purchase 100,000 shares of common stock at an exercise price of $0.10 per share, would hold a warrant to purchase 50,000 shares at an
exercise price of $0.20 per share. Similarly, a convertible noteholder that previously held a convertible note that is convertible
into 100,000 shares of common stock at a conversion price of $0.10 per share, would hold a note that is convertible into 50,000 shares
at a conversion price of $0.20 per share.
Procedure
for Implementing the Reverse Stock Split
The
Reverse Stock Split would become effective upon the filing of the Certificate of Change with the Secretary of State of the State of Nevada.
The
exact timing of the filing of the Certificate of Change to effect the Reverse Stock Split will be determined by our Board based on its
evaluation as to when such action will be the most advantageous to us and our stockholders. In addition, our Board reserves the right,
notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split
if, at any time prior to filing the Certificate of Change, our Board, in its sole discretion, determines that it is no longer in our
best interest and the best interests of our stockholders to proceed with the Reverse Stock Split. If the Certificate of Change effecting
the Reverse Stock Split has not been filed with the Secretary of State of the State of Nevada by the close of business on the day that
is 12 months from the date of the Action, our Board will abandon the Reverse Stock Split.
Beneficial
Holders of Common Stock (i.e. Stockholders who hold in street name)
Upon
the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other
nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other
nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in street name. However,
these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse
Stock Split. Stockholders who hold shares of our Common Stock with a bank, broker, custodian or other nominee and who have any questions
in this regard are encouraged to contact their banks, brokers, custodians or other nominees
Registered
“Book-Entry” Holders of Common Stock (i.e. Stockholders that are registered on the transfer agent’s books and records
but do not hold stock certificates)
Certain
of our registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer agent.
These stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a
statement reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form
with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Stock Split
Common Stock, subject to adjustment for treatment of fractional shares.
Holders
of Certificated Shares of Common Stock
Until
surrendered, we will deem outstanding certificates representing shares of our Common Stock (the “Old Certificates”)
held by stockholders to be cancelled and only to represent the number of whole shares of post-Reverse Stock Split Common Stock to which
these stockholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange, whether
because of a sale, transfer or other disposition of stock, will automatically be exchanged for certificates representing the appropriate
number of whole shares of post-Reverse Stock Split Common Stock (the “New Certificates”). If an Old Certificate has
a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that
are on the back of the Old Certificate(s).
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional
Shares
We
do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates
representing fractional shares. In lieu of issuing fractions of shares, we will round up to the next whole number at the participant
level.
Accounting
Matters
The
proposed Certificate of Change will not affect the par value of our Common Stock per share, which will remain $0.00001 par value per
share. As a result, as of the effectiveness of the Reverse Stock Split, the stated capital attributable to Common Stock and the additional
paid-in capital account on our balance sheet will not change due to the Reverse Stock Split. Reported per share net income or loss will
be higher because there will be fewer shares of Common Stock outstanding.
No
Appraisal Rights
Under
Nevada law and our charter documents, holders of our Common Stock will not be entitled to dissenter’s rights or appraisal rights
with respect to the Reverse Stock Split.
Interests
of Directors and Executive Officers
Our
directors and executive officers have no substantial interests, directly or indirectly, in the Reverse Stock Split except to the extent
of their ownership of shares of our common stock and/or preferred stock.
Reservation
of Right to Abandon Reverse Stock Split
We
reserve the right to abandon the Reverse Stock Split without further action by our stockholders at any time before the effectiveness
of the filing with the Secretary of the State of Nevada of the Certificate of Change, even though the authority to effect the Reverse
Stock Split has been approved by our stockholders. The Board is also expressly authorized to delay, not to proceed with, and abandon,
the Reverse Stock Split if it should so decide, in its sole discretion, that such action is in the best interests of our stockholders.
II.
APPROVAL OF THE INCREASE OF AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM SIX HUNDRED MILLION (600,000,000) SHARES TO TWO BILLION
(2,000,000,000) SHARES.
On
December 24, 2025, our Board and the Majority Stockholders have approved the increase of the Company’s authorized number of shares
of Common Stock from six hundred million (600,000,000) to two billion (2,000,000,000) shares of Common Stock (the “Share Increase”),
and the filing of a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation
with the Secretary of State of Nevada to reflect such increase.
The
Amendment has no effect on the par value of the Company’s Common Stock.
The
purpose of the Share Increase is to provide the Board of Directors the ability to issue additional shares of Common Stock of the Company
to enable the Company to issue sufficient amount of shares of Common Stock pursuant to the Securities Purchase Agreement described above,
and to complete other transactions which the Board of Directors believe may be accretive to stockholders, including acquisitions, consulting
and employment relationships and fundraisings, provided that the Company does not currently have any definitive plans to, or definitive
agreements (except according to the Securities Purchase Agreement) or understandings in place to, issue any such additional authorized
but unissued shares of Common Stock which will be made available as a result of the Share Increase.
The
purpose of the Amendment is to reflect the Share Increase of the current Amended and Restated Articles of Incorporation of the Company.
As
a result of the Share Increase, there will be two billion hundred and fifty million (2,000,000,000) total authorized shares of capital
stock of the Company, consisting of 2,000,000,000 shares of Common Stock, having a par value of $0.00001 per share of the Company.
The
Board of Directors will be authorized to issue the additional shares of Common Stock without having to obtain the approval of the Company’s
stockholders. The issuance of additional shares could result in the dilution of the value of the shares now outstanding, if the terms
on which the shares were issued were less favorable than the contemporaneous market value of the Company’s Common Stock.
The
increase in the number of shares of Common Stock available for issuance is not being done for the purpose of impeding any takeover attempt.
Nevertheless, the power of the Board of Directors to provide for the issuance of shares of Common Stock without stockholder approval
has potential utility as a device to discourage or impede a takeover of the Company. In the event that a non-negotiated takeover were
attempted, the private placement of stock into “friendly” hands, for example, could make the Company unattractive to the
party seeking control of the Company. This would have a detrimental effect on the interests of any stockholder who wanted to tender his
or her shares to the party seeking control or who would favor a change in control.
III.
APPROVAL OF THE ISSUANCE BY THE COMPANY OF UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON
STOCK (THE “UNITS”), FOR AGGREGATE GROSS PROCEEDS OF UP TO $850,000,000, AT A PRICE BELOW THE NASDAQ MINIMUM PRICE, WHICH
ISSUANCE MAY RESULT IN THE ISSUANCE, IN THE AGGREGATE, OF TWENTY PERCENT (20%) OR MORE OF THE COMPANY’S OUTSTANDING COMMON STOCK
OR VOTING POWER FOLLOWING THE CLOSING OF THE TRANSACTION, DEPENDING ON THE PURCHASE PRICE DETERMINED AT THE TIME OF ISSUANCE.
General
The
Board of Directors of the Company has approved, and the holders of a majority of the Company’s outstanding voting power have approved,
the issuance by the Company of units, each consisting of one share of the Company’s common stock, par value $0.00001 per
share (the “Common Stock”), and one warrant to purchase one share of Common Stock (the “Units”), to one or more
investors in a transaction that is not a public offering.
The
Units will be issued at a purchase price equal to at least 40% of the Minimum Price of the Company’s Units on the effective
date of the Company’s registration statement on Form S-1. The exact purchase price and the number of Units to be issued will be
determined at the time of issuance.
Nasdaq
Listing Rule 5635(d)
Under
Nasdaq Listing Rule 5635(d), stockholder approval is required in connection with a transaction, other than a public offering, involving
the sale or issuance by a company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more
of the company’s outstanding common stock or 20% or more of the voting power of such company outstanding before the issuance, at
a price that is less than the minimum price, which is defined as the lower of: (i) the Nasdaq Official Closing Price of the Company’s
common stock immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq Official Closing Price of the Company’s
common stock for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”).
The
transaction described in this Action involves the issuance of Units at a purchase price below the Nasdaq minimum price. Depending on
the purchase price determined at the time of issuance, the issuance of such Units may result in the issuance, in the aggregate, of 20%
or more of the Company’s outstanding Common Stock or voting power following the closing of the transaction.
Accordingly,
stockholder approval is required under Nasdaq Listing Rule 5635(d).
Reasons
for the Issuance
The
Board believes that the issuance of the Units is in the best interests of the Company and its stockholders because it is expected to
provide the Company with access to capital to support its business operations and strategic objectives. The Board further determined
that the consideration for the Units, consisting of Bitcoin valued at $85,000 per Bitcoin, is fair and reasonable and in the best interests
of the Company. The Board further determined that approving the issuance of the Units in advance, notwithstanding that the final
pricing and number of securities issuable cannot be determined at this time, is advisable to ensure compliance with Nasdaq Listing Rule
5635(d).
Possible
Effects of the Issuance of Securities
If
the issuance of the Units is consummated, the Company’s existing stockholders may experience dilution in their ownership interests,
voting power, and earnings per share as a result of the issuance of shares of Common Stock and the potential future exercise of the warrants
included in the Units.
The
exact number of shares of Common Stock to be issued, and the extent of any dilution, cannot be determined at this time because the purchase
price and number of Units to be issued will be determined at the time of issuance. Depending on the purchase price determined at the
time of issuance, the issuance of the Units may result in the issuance, in the aggregate, of 20% or more of the Company’s outstanding
Common Stock or voting power following the closing of the transaction.
For
illustrative purposes only, and assuming (i) a purchase price per share equal to 40% of the Nasdaq Official Closing Price of the
Company’s Common Stock on January 7, 2026 (which closing price was $1.08 per share), or $0.432 per share, and (ii) maximum
aggregate gross proceeds of $850,000,000, the Company would issue approximately 1,967,592,593 shares of Common Stock in connection
with the issuance of the Units (excluding any shares issuable upon exercise of the warrants). Based on 15,483,547 shares of Common
Stock outstanding as of the date hereof, this would represent approximately 99.22% of the Company’s outstanding Common Stock
after such issuance. The Company’s majority stockholders have already approved an increase in the Company’s authorized
shares of Common Stock to 2,000,000,000 shares, which will permit the Company to issue the shares in connection with this
transaction. Each Unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock, so an equal
number of warrants would also be issued. The actual number of shares of Common Stock (and warrants) issued, and the resulting
dilution to existing stockholders, will depend on the final purchase price and the total number of Units sold.
In
addition, the exercise of the warrants included in the Units, if and when exercised, would result in the issuance of additional shares
of Common Stock, which could further dilute the ownership interests of existing stockholders. The exercise of such warrants may also
have the effect of depressing the market price of the Company’s Common Stock.
The
Board of Directors considered these potential effects and determined that the issuance of the Units and the resulting potential dilution
are reasonable and appropriate in light of the Company’s capital needs and strategic objectives.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth, as of January 7, 2026, the beneficial ownership of our Common Stock by:
| ● |
each
person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock; |
| ● |
each
of our named executive officers; |
| ● |
each
of our directors; and |
| ● |
all
executive officers and directors as a group. |
Except
as otherwise indicated, all shares are owned directly, and the percentage shown is based on 15,483,547 shares of Common Stock issued
and outstanding on January 7, 2026. On December 28, 2022, we completed a l-for-35 reverse stock split, which became effective
on December 28, 2022, upon acceptance of the Company’s filing of an amendment to the Articles with the Secretary of State of Nevada
(the “ 2022 Reverse Stock Split”). On December 5, 2025, we completed a 1-for-20 reverse stock split, which became effective
on December 5, 2025, upon acceptance of the Company’s filing of an amendment to the Articles with the Secretary of State of Nevada
(the “ 2025 Reverse Stock Split”). Unless we indicate otherwise, all share and per share information in this information
statement reflects the 2025 Reverse Stock Split.
Except
as otherwise indicated below, information with respect to beneficial ownership has been furnished by each director, officer or beneficial
owner of more than five percent (5%) of Common Stock. We have determined beneficial ownership in accordance with the rules of the SEC.
These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power
with respect to those securities. In addition, the rules include shares of our Common Stock issuable pursuant to the exercise of stock
options that are either immediately exercisable or exercisable within 60 days of January 7, 2026. These shares are deemed to be
outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that
person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise
indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as
beneficially owned by them, subject to applicable community property laws.
Except
as otherwise indicated below, the address of each person listed in the table below is Room R2, FTY D, 16/F, Kin Ga Industrial Building,
9 San On Street, Tuen Mun, Hong Kong.
| Name of Beneficial Owner | |
| Shares of Common Stock Beneficially Owned | | |
| Percent of Common Stock Beneficially Owned | |
| Jianshuang Wang | |
| — | | |
| — | |
| Zhanzhan Shi | |
| — | | |
| — | |
| Zongmei Huang | |
| — | | |
| — | |
| Yanli Hou | |
| — | | |
| — | |
| Changzheng Ye | |
| — | | |
| — | |
| Jinmei Guo Hellstroem | |
| — | | |
| — | |
| All directors, nominees and executive officers as a group (6 persons) | |
| — | | |
| — | |
Other
Beneficial Owners
The
following table sets forth certain information regarding beneficial ownership by other persons known to us to own more than 5% of our
outstanding common stock as of January 7, 2026 based on 15,483,547 shares of common stock outstanding as of such date.
| | |
Amount and Nature of Beneficial Ownership | | |
| |
| | |
Voting Power | | |
Investment Power | | |
| | |
Percent of | |
| Name and Address of Beneficial Owner | |
Sole | | |
Shared | | |
Sole | | |
Shared | | |
Aggregate | | |
Class | |
| JOYER INVESTMENT LIMITED.(1) | |
| 1,250,000 | | |
| — | | |
| | | |
| | | |
| | | |
| 8.07 | % |
| VMADE CO., LIMITED(2) | |
| 1,250,000 | | |
| — | | |
| | | |
| | | |
| | | |
| 8.07 | % |
| DADA Business Trading Co., Limited(3) | |
| 1,250,000 | | |
| — | | |
| | | |
| | | |
| | | |
| 8.07 | % |
| Easygo Business Co., Ltd.(4) | |
| 1,195,000 | | |
| — | | |
| | | |
| | | |
| | | |
| 7.71 | % |
| JOYER TECH AND INFORMATION OPC(5) | |
| 1,230,000 | | |
| | | |
| | | |
| | | |
| | | |
| 7.94 | % |
| Social e-commerce Co., Ltd(6) | |
| 1,200,000 | | |
| | | |
| | | |
| | | |
| | | |
| 7.75 | % |
| RR Digital Tech Limited(7) | |
| 1,200,000 | | |
| | | |
| | | |
| | | |
| | | |
| 7.75 | % |
| Fixed Star Future Technology Ltd.(8) | |
| 1,384,167 | | |
| | | |
| | | |
| | | |
| | | |
| 8.94 | % |
| (1) |
Based
on Schedule 13 D/A filed with the SEC on October 23, 2025, as adjusted to reflect the 2025 Reverse Stock Split,
Yumei Liu, through her 100% ownership of Joyer Investment Limited, beneficially owns 1,250,000 shares of common stock. |
| (2) |
Based
on Schedule 13 D/A filed with the SEC on October 23, 2025, as adjusted to reflect the 2025 Reverse Stock Split,
Xiaodong Liu, through her 100% ownership of Vmade Co., Limited, beneficially owns 1,250,000 shares of common stock. |
| (3) |
Based
on Schedule 13 D/A filed with the SEC on October 23, 2025, as adjusted to reflect the 2025 Reverse Stock Split,
Yubo Yang, through her 100% ownership of Dada Business Trading Co., Limited, beneficially owns 1,250,000 shares of common
stock. |
| (4) |
Based
on the information provided by the stockholder and the Company’s record, Easygo Business Co., Ltd. beneficially owns 1,195,000
shares of common stock. |
| (5) |
Based on Schedule 13D filed with the SEC on October
23, 2025, as adjusted to reflect the 2025 Reverse Stock Split, Dixon Perez Dai, through 100% ownership of Joyer Tech and Information
OPC, beneficially owns 1,230,000 shares of common stock. |
| (6) |
Based on the information provided by the stockholder
and the Company’s record, Social e-commerce Co., Ltd. beneficially owns 1,200,000 shares of common stock. |
| (7) |
Based on the information provided by the stockholder
and the Company’s record, RR Digital Tech Limited beneficially owns 1,200,000 shares of common stock. |
| (8) |
Based on the Schedule 13G filed with the SEC on October
24, 2025, as adjusted to reflect the 2025 Reverse Stock Split, Sanwei Liu and Xiaodong, through ownership of Fixed Star Future Technology
Ltd., beneficially own 1,384,167 shares of common stock. |
INTERESTS
OF CERTAIN PERSONS IN THE CORPORATE ACTIONS
Saved
as disclosed in this Information Statement, no other officer, director, nominee for election as a director, associate of any director,
executive officer or nominee, or beneficial owner of more than 5% of our common stock has any substantial interest in the matters acted
upon by our Board and stockholders, other than his role as an officer, director or beneficial owner.
ADDITIONAL
INFORMATION
Householding
of Materials
Some
banks, brokers, and other nominee record holders may be participating in the practice of “householding” information statements,
proxy statements and annual reports. This means that only one copy of our Information Statement may have been sent to multiple Company
stockholders in each household unless otherwise instructed by such Company stockholders. We will deliver promptly a separate copy of
this Information Statement (including a copy of any and all of the information that has been incorporated by reference in this Information
Statement) to any Company stockholder upon written or oral request to us, at Room R2, FTY D, 16/F, Kin Ga Industrial Building, 9 San
On Street, Tuen Mun, Hong Kong, telephone + 852 70106695. Any Company stockholder wishing to receive separate copies of our information
statements, proxy statement or annual report to Company stockholders in the future, or any Company stockholder who is receiving multiple
copies and would like to receive only one copy per household, should contact the Company stockholder’s bank, broker, or other nominee
record holder, or the Company stockholder may contact us at the above address and phone number.
Costs
The
cost of delivering this Information Statement, including the preparation, assembly and mailing of the Information Statement, as well
as the cost of forwarding this material to the beneficial owners of our Common Stock, will be borne by us. The Company may reimburse
brokerage firms and others for expenses in forwarding Information Statement materials to the beneficial owners of our Common Stock.
Available
Information
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports,
information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC.
In addition, the SEC maintains a website on the Internet (http://www.sec.gov) that contains reports, information statements and other
information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
| By
Order of the Board, |
|
| |
|
| /s/
Jianshuang Wang |
|
| Jianshuang
Wang |
|
Chief
Executive Officer and Chairman of the Board of Directors
January
9, 2026
