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2025-08-25
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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 |
