CIMG Inc. (Nasdaq: IMG) plans $55M stock sale for 500 Bitcoin

Rhea-AI Filing Summary

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.

Insights

Equity & capital structure analyst

CIMG plans a $55M equity raise paid in 500 Bitcoin.

CIMG Inc. has agreed to sell common stock worth $55,000,000 at $0.25 per share to nine non-U.S. investors, with consideration paid in 500 Bitcoin. This represents a substantial equity financing and introduces or expands a Bitcoin position on the company’s balance sheet as part of its stated goal to bolster digital asset reserves.

The structure means CIMG receives Bitcoin instead of cash, so its exposure to cryptocurrency price movements will increase once the transaction closes. The deal also enlarges the common equity base, though the document does not quantify the company’s existing share count for context. Future disclosures in company filings may provide more detail on closing mechanics and any conditions attached to this Securities Purchase Agreement.

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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): August 27, 2025

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 7.01 Regulation FD Disclosure.

On August 27, 2025, the Company issued a press release announcing that it has entered into a definitive Securities Purchase Agreement pursuant to which it will sell $55,000,000 of its common stock in exchange for 500 Bitcoin from nine non-U.S. investors at a purchase price of $0.25 per share. The foregoing description of the Purchase Agreement, does not purport to be complete and is qualified in its entirety. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release announcing CIMG Inc.’s execution of Securities Purchase Agreement for the sale of $55 Million its Common Stock in Exchange for 500 Bitcoin Bolstering the Company’s Digital Asset Reserves
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: August 28, 2025	By:	/s/ Jianshuang Wang
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer

FAQ

What major transaction did CIMG Inc. disclose in this 8-K?

CIMG Inc. disclosed that it entered into a definitive Securities Purchase Agreement to sell $55,000,000 of its common stock to nine non-U.S. investors, with the shares priced at $0.25 per share and paid for using 500 Bitcoin.

How is the CIMG Inc. stock sale priced and what is the consideration?

The common stock is priced at $0.25 per share, and the investors will pay in kind with 500 Bitcoin in total, which the company values at $55,000,000 for this transaction.

Who are the buyers in CIMG Inc.’s $55 million stock sale?

The buyers are nine non-U.S. investors who have agreed to purchase CIMG Inc.’s common stock under the definitive Securities Purchase Agreement.

Why is CIMG Inc. exchanging stock for Bitcoin?

The exhibit description states that the transaction is for the sale of $55 million of common stock in exchange for 500 Bitcoin, with the goal of bolstering the company’s digital asset reserves by adding more Bitcoin.

Under which item of Form 8-K did CIMG Inc. furnish this information?

CIMG Inc. furnished this information under Item 7.01, Regulation FD Disclosure, indicating it is provided for fair disclosure but is not deemed filed for liability purposes under the Exchange Act.

What exhibits are attached to CIMG Inc.’s 8-K about the Bitcoin stock sale?

The 8-K includes Exhibit 99.1, a press release announcing CIMG Inc.’s execution of the Securities Purchase Agreement for the $55 million common stock sale in exchange for 500 Bitcoin, and Exhibit 104, the cover page interactive data file.