CIMG Inc. (NUZE) lines up $55M bitcoin-funded 220M-share placement

Rhea-AI Filing Summary

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.

Positive

• CIMG Inc. secures a significant equity financing through a private placement of 220,000,000 common shares at $0.25 per share for $55,000,000 worth of bitcoin, adding substantial capital to the balance sheet once closed.

Negative

• None.

Insights

Equity Capital Markets Analyst

CIMG arranges a $55M bitcoin-funded private equity placement.

CIMG Inc. has agreed to sell 220,000,000 shares of common stock in a private placement to non-U.S. investors under Regulation S. The pricing of $0.25 per share implies total consideration of $55,000,000 to be paid in bitcoin, representing a substantial capital raise for the company.

The structure staggers issuance: 148,100,000 shares will be issued after receipt of investor purchase amounts, while another 71,900,000 shares depend on amending the Articles of Incorporation to increase authorized common stock. Closing is targeted on or before September 2, 2025, with completion contingent on customary closing conditions and shareholder authorization mechanics where needed.

Immediately following closing, the company reports 36,397,418 shares outstanding, providing a stated equity baseline after the transaction. Actual impact for shareholders will depend on execution of the charter amendment, delivery of bitcoin consideration, and any further details that may appear in the attached Securities Purchase Agreement and subsequent company filings.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 25, 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 1.01 Entry into a Material Definitive Agreement.

On August 25, 2025, CIMG Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of 220,000,000 shares of Common Stock (the “Shares”) in reliance on the registration exemptions of Regulation S for an aggregate consideration of $55,000,000 worth of bitcoin, at a purchase price of $0.25 per share.

The closing of the sale of the 220,000,000 Shares, subject to customary closing conditions, will occur on or before September 2, 2025. Pursuant to the Purchase Agreement, the Company will issue 148,100,000 shares of common stock to the non-U.S. investors, following receipt of the respective purchase amounts, with the remainder 71,900,000 shares to be issued upon the Company’s amending its Articles of Incorporation to increase the number of shares of common stock that it is authorized to issue. Immediately following the closing of the Purchase Agreement, the Company has a total of 36,397,418 shares of Common Stock issued and outstanding.

The foregoing description of the Purchase Agreement, does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, which is attached hereto as Exhibits 10.1, and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement dated August 25, 2025
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 27, 2025	By:	/s/ Jianshuang Wang
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer

FAQ

What transaction did CIMG Inc. (NUZE) announce in this 8-K?

CIMG Inc. entered into a securities purchase agreement with certain non-U.S. investors for a private placement of 220,000,000 shares of common stock under Regulation S.

How much capital is CIMG Inc. (NUZE) raising and at what price per share?

The company agreed to sell 220,000,000 shares of common stock at $0.25 per share, for aggregate consideration of $55,000,000 worth of bitcoin.

How will the 220,000,000 new CIMG Inc. (NUZE) shares be issued?

CIMG plans to issue 148,100,000 shares after receiving the investors’ purchase amounts and another 71,900,000 shares after amending its Articles of Incorporation to increase authorized common stock.

When is the CIMG Inc. (NUZE) private placement expected to close?

The closing of the sale of the 220,000,000 shares, subject to customary closing conditions, will occur on or before September 2, 2025.

What does CIMG Inc. (NUZE) report about shares outstanding after closing?

Immediately following the closing of the Purchase Agreement, CIMG Inc. states that it has 36,397,418 shares of common stock issued and outstanding.

Is the CIMG Inc. (NUZE) share sale a registered offering?

No. The sale is described as a private placement to certain non-U.S. investors in reliance on the Regulation S registration exemptions, and is reported under unregistered sales of equity securities.