Welcome to our dedicated page for CIMG SEC filings (Ticker: IMG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
CIMG Inc. (IMG), also referred to as C Inc., files a range of documents with the U.S. Securities and Exchange Commission that shed light on its digital health, cryptocurrency, computing power and capital markets activities. This SEC filings page brings those disclosures together and pairs them with AI-powered summaries to help readers interpret the key points in each report.
Recent Form 8-K current reports provide detailed information on several material events. One 8-K describes a Bitcoin Purchase Agreement entered into by a Singapore subsidiary to acquire 230 Bitcoin from Lordan Group Ltd., including pricing mechanics, funding from internal capital and the resulting increase in total Bitcoin holdings to 730. The same filing also outlines a China Merchants Bank IT Equipment Procurement Framework Contract, under which subsidiary Zhongyan Shangyue Technology Co., Ltd. agreed to supply computing power and server equipment, including CPU and GPU servers, with installation, warranty and maintenance obligations.
Other 8-Ks cover computing power product sales contracts via subsidiaries for high-performance computing servers and NVIDIA graphics cards, the shortlisting of Beijing Xinmiao Shidai Technology Development Co., Ltd. in a Guangzhou Bank server procurement tender, and the establishment of a Hong Kong subsidiary, Braincoin Limited, to expand a global computing power ecosystem. Additional filings discuss the company’s cryptocurrency and on-chain finance initiatives, such as the non-binding memorandum of understanding with iZUMi Finance to collaborate on the Upstarts Fund, an on-chain crypto fund for corporate digital asset deployment.
CIMG’s filings also address capital structure and listing matters. One 8-K details a 1-for-20 reverse stock split of common stock, including its effectiveness date and impact on issued and outstanding shares. Another 8-K describes stockholder approval to increase authorized common shares from 200,000,000 to 600,000,000, as well as the adoption of the C Inc. 2026 Equity Incentive Plan and ratification of the independent registered public accounting firm. A separate 8-K presents a pro forma balance sheet and explains how equity issuances and warrant exercises support the company’s belief that it has achieved compliance with Nasdaq Listing Rule 5550(b)(1) on shareholders’ equity.
Through this page, users can access CIMG’s 8-Ks, proxy materials and related exhibits, while AI-generated highlights call out important elements such as Bitcoin reserve transactions, computing power contracts, equity tokenization announcements and share-structure changes. This helps investors and researchers navigate complex regulatory language and focus on the disclosures most relevant to understanding IMG’s business model and capital markets profile.
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. files its annual report describing a major shift from U.S. specialty coffee into Asian health and wellness products and AI-enabled “Computing Power Product” hardware. The Homology of Medicine and Food Series generated $6,349,252, or 61.71% of revenue, while computing products contributed $3,804,691, or 36.94%, for the year ended September 30, 2025.
The company remains unprofitable, with a net loss of $4.89 million in 2025 and an accumulated deficit of about $87.23 million, and its auditor raises substantial doubt about its ability to continue as a going concern. Operations rely heavily on two customers, supplying 60% and 36% of revenue, and two key suppliers. CIMG also highlights extensive legal, cash-transfer, and regulatory risks tied to its China-based subsidiaries, plus a history of Nasdaq compliance issues and an ongoing minimum bid-price deficiency.
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. is informing stockholders that a written majority holding about 67.4% of voting power has approved three major corporate actions without a meeting. First, the Board may implement a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑50 within twelve months of December 24, 2025, mainly to support a higher share price and potential exchange listing, with noted risks around liquidity and market value. Second, authorized common shares will rise from 600,000,000 to 2,000,000,000, giving the Board wide flexibility to issue additional equity. Third, the company may issue units, each with one share and one warrant, for up to $850,000,000 in proceeds at a price below the Nasdaq Minimum Price; depending on final pricing, this financing could involve issuing 20% or more of post‑transaction common stock, with an illustrative case showing roughly 1.97 billion new shares, heavily diluting existing holders.
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. filed a Form S-8 to register 7,279,400 shares of common stock under its 2025 Equity Incentive Plan and 38,000,000 shares under its 2026 Equity Incentive Plan. The filing also includes a reoffer prospectus covering the potential resale, from time to time, of up to 7,279,400 shares by executive officers, directors and other participants who received awards under the 2025 plan; the company will not receive any proceeds from these insider resales, though it will bear registration expenses.
CIMG, formerly NuZee, is listed on Nasdaq as “IMG” and is shifting from a pure specialty coffee focus toward broader consumer food and beverage products in Asia, supported by an online platform with natural-language search. Its first health-oriented Maca Series products target functional coffee and beverages distributed through wholesale and online channels. The company highlights numerous risks, including the need for additional capital beyond an expected three-month funding runway and an auditor emphasis on going concern uncertainty.
CIMG Inc. (IMG) filed an amended quarterly report for the quarter ended March 31, 2025 to add the missing MD&A, market risk, and controls and procedures sections, without changing previously reported financial statements. The company is transitioning from specialty coffee into broader functional beverages in Asia, including its new Maca Series, but revenue has fallen sharply, with six‑month revenue of $22,853 versus $1,289,338 a year earlier.
CIMG reported a net loss of $1,921,805 for the six months ended March 31, 2025, narrower than the prior year’s $3,802,542 loss, helped by $403,635 of other income largely from payables settlement. The balance sheet is strained: cash was only $2,404, inventories jumped to $12,751,596, and management states these factors raise doubt about the ability to continue as a going concern, noting an immediate need to raise capital.
To fund operations, the company issued $10,000,000 of 7% convertible notes in December 2024 that were fully converted into 19,457,618 common shares in March 2025, and it completed a $2,000,000 private placement and a subsequent $1,068,480 private placement for 6,000,000 shares. Warrants outstanding rose to 25,799,900. CIMG also acquired 51% of Beijing Xilin at a loss on acquisition and later closed on 51% of Shanghai Huomao. The company received a Nasdaq delisting determination after failing to timely file its Form 10‑K for the year ended September 30, 2024 and plans to appeal and regain compliance. As of September 17, 2025, there were 188,180,751 common shares outstanding.