Welcome to our dedicated page for Nuzee SEC filings (Ticker: NUZE), 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.
NuZee, Inc. filings, including later reports under the registrant name C Inc., document material events, capital-structure changes, governance updates and Nasdaq compliance matters. The company's 8-K disclosures cover securities purchase agreements, convertible promissory notes, unregistered equity issuances, bitcoin consideration in financing activity, and related exhibits for material agreements.
The filing record also includes notices and responses connected to Nasdaq listing standards, including periodic-reporting, bid-price and stockholders' equity rules. Other disclosures address officer appointments, employment agreements, subsidiary business-cooperation matters, operating and financial results, and formal reporting status for the common stock.
CIMG Inc. reports that a Nasdaq Hearings Panel has granted its request to continue listing its common stock on The Nasdaq Stock Market, subject to specific conditions. The company must regain compliance with Nasdaq’s Periodic Filing Rule and demonstrate compliance with the Equity Rule by September 30, 2025. During this exception period, CIMG must promptly report any significant events that could affect its compliance with Nasdaq requirements. The Letter also notes that Nasdaq’s Listing and Hearing Review Council may review the Panel’s decision within 45 calendar days and may affirm, modify, reverse, dismiss, or remand the decision.
CIMG Inc. reported that it has closed a previously announced private placement with certain non‑U.S. investors under Regulation S. The transaction covers 220,000,000 shares of common stock at a purchase price of $0.25 per share, for aggregate consideration of $55,000,000 worth of bitcoin. At closing on September 2, 2025, the company issued 148,100,000 shares after receiving the corresponding purchase amounts and plans to issue the remaining 71,900,000 shares upon shareholder approval. Immediately following the closing, CIMG Inc. had 184,497,419 shares of common stock issued and outstanding. The company also furnished a press release describing the completion of this $55 million stock sale for 500 bitcoin.
CIMG Inc. reported that it has entered into a definitive Securities Purchase Agreement under which it will sell $55,000,000 of its common stock to nine non-U.S. investors. The stock will be issued at a purchase price of $0.25 per share in exchange for 500 Bitcoin, giving the company a large new equity raise funded entirely with digital assets.
According to the attached press release referenced in the report, this transaction is intended to bolster the company’s digital asset reserves by adding Bitcoin to its balance sheet while issuing new common stock to outside investors. The disclosure is furnished under Regulation FD, meaning it is provided for broad transparency but is not treated as filed financial information under securities laws.
CIMG Inc. entered into a material securities purchase agreement with certain non-U.S. investors for a private placement of 220,000,000 shares of common stock under Regulation S. The shares are priced at $0.25 per share, for aggregate consideration of $55,000,000 worth of bitcoin, giving the company a large equity financing paid in cryptocurrency.
The closing is expected on or before September 2, 2025, subject to customary conditions. The company will initially issue 148,100,000 shares once the related purchase amounts are received, with the remaining 71,900,000 shares to be issued after an amendment to its Articles of Incorporation increases authorized common stock. Immediately following the closing, the company states it has 36,397,418 shares of common stock issued and outstanding.
NuZee, Inc. (NUZE) filed an 8-K reporting a material transaction: a Convertible Note Purchase Agreement dated Aug 21, 2025 and an accompanying form of Convertible Promissory Note. The filing lists related documents and identifies CIMG Inc. as a signing party, with a signature dated Aug 26, 2025 by Jianshuang Wang, Chief Executive Officer. The disclosure indicates the company executed financing paperwork that creates a convertible debt obligation, but the filing text provided does not state the principal amount, conversion terms, interest rate, maturity, or how proceeds will be used. Because key economic terms are not included in the supplied text, the material effect on capitalization, dilution, or liquidity cannot be determined from this content alone.
CIMG Inc., through its wholly owned subsidiary Zhongyan Shangyue Technology Co., Ltd., entered into a Business Cooperation Intent Agreement to acquire a controlling 51% equity interest in Shenzhen Zhimeng Qiyang Technology Co., Ltd. at a total company valuation of RMB13,000,000. The parties plan to complete this equity transfer within 15 calendar days from the agreement date, giving CIMG effective control of Shenzhen.
Mr. Li Shengqing will serve as Chief Executive Officer of Shenzhen and continue overseeing daily operations. After the transfer, Shenzhen’s employees are expected to be integrated into CIMG’s corporate group. A three‑member decision‑making committee, including representatives from both sides, must unanimously approve any Shenzhen transaction above RMB200,000, and CIMG also proposes future incentive share grants to Shenzhen employees tied to Shenzhen’s sales performance under terms to be set later.
NuZee, Inc. (NUZE) 10-Q highlights: The company reported a net loss for the three months ended December 31, 2024, producing a basic and diluted loss per share of $(0.17) compared with $(1.84) in the prior period, reflecting a larger weighted average share count of 8,982,676 vs 1,168,221. Shares outstanding increased to 10,739,800 at December 31, 2024 from 4,978,245 at September 30, 2024.
Significant financing and equity activity included conversion of a $1.3 million August convertible note (conversion completed October 31, 2024), issuance of 3,508,769 shares for $2,000,000 in a private placement, issuance of 1,396,813 shares to August Notes investors, and cashless exercise of 55,973 warrants. Cash decreased by $339,507 during the period. Lease right-of-use assets and liabilities were recorded with a short-term lease liability of $58,303. Material contingencies include ongoing litigation with monetary claims and related motions described in the filing. Subsequent events disclose additional equity financings and share issuances through June 2025.
CIMG Inc. received a delinquency notice from Nasdaq because it did not file its required Quarterly Report on Form 10-Q for the period ended June 30, 2025 on time. This violates Nasdaq Listing Rule 5250(c)(1), which requires listed companies to submit all periodic financial reports to the SEC when due.
The company must provide Nasdaq with its shares issued and outstanding at each quarter-end and submit additional written information about the deficiency to a Nasdaq Hearings Panel by August 27, 2025. The notice does not immediately affect the listing or trading of CIMG’s common stock on the Nasdaq Capital Market, and the company states that it intends to file the missing Form 10-Q as soon as possible.
CIMG Inc. appointed Feng Tian as Chief Financial Officer effective August 6, 2025. Ms. Tian, who has served as the company’s head of finance since 2024, holds an MBA from Zhengzhou University and previously led finance at Daren International and Henan Aishan Education Corp. The company entered an employment agreement dated August 1, 2025, that specifies an annual base salary of $12,000. The filing states there are no family relationships or material related-party transactions to disclose and references the full Employment Agreement attached as Exhibit 10.1 for complete terms.