false
0001527613
0001527613
2025-09-02
2025-09-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 2, 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.
As
previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 25, 2025, on August 25, 2025, CIMG
Inc., (Nasdaq: IMG) 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 Shares occurred on September 2, 2025. Pursuant to the Purchase Agreement, the Company issued 148,100,000 shares
of common stock to the non-U.S. investors, following receipt of the respective purchase amounts, and will issue the remaining 71,900,000
upon shareholder approval. Upon the completion of the foregoing, the sale of the Shares, for the aggregate consideration amount of $55,000,000,
pursuant to the Purchase Agreement, has been duly consummated. Immediately following the closing of the Purchase Agreement, the Company
has a total of 184,497,419 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, the forms of which were attached as Exhibits 10.1, respectively, to the Current Report on Form 8-K filed by the
Company with the SEC on August 25, 2025, 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
7.01 Regulation FD Disclosure.
On
September 2, 2025, the Company issued a press release announcing that it has closed the definitive Purchase Agreement as previously
disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 25, 2025. The foregoing description of the Purchase
Agreement, does not purport to be complete and is qualified in its entirety by Exhibits 10.1, respectively, to the Current Report on
Form 8-K filed by the Company with the SEC on August 25, 2025, and are incorporated herein by reference. 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 |
|
CIMG Inc. Completes Settlement of Previously Announced Sale of $55 Million Worth of Common Stock for 500 Bitcoin. |
| 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:
September 2, 2025 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang
Wang |
| |
Title: |
Chief
Executive Officer |
