CIMG Inc. (ticker: NUZE) completes $55M bitcoin-funded share placement

Rhea-AI Filing Summary

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.

Positive

• Raised $55,000,000 in consideration through a Regulation S private placement of 220,000,000 common shares at $0.25 per share, providing substantial new resources funded with bitcoin.

Negative

• Significant share issuance with 220,000,000 new shares tied to this transaction, contributing to a total of 184,497,419 shares outstanding immediately after closing and materially diluting existing equity holdings.

Insights

Equity capital markets analyst

CIMG completes $55M bitcoin-funded private share sale with major new issuance.

CIMG Inc. has closed a Regulation S private placement of 220,000,000 common shares at $0.25 per share for $55,000,000 worth of bitcoin. On September 2, 2025, it issued 148,100,000 shares to non‑U.S. investors, with an additional 71,900,000 shares to follow upon shareholder approval.

This deal brings in a substantial amount of consideration while relying on bitcoin rather than cash, as highlighted by the related press release describing the sale of $55 million of stock for 500 bitcoin. Immediately after closing, the company reports 184,497,419 shares outstanding, indicating that newly issued equity now represents a large portion of the capital structure.

The impact for existing holders will depend on how this new capital and the bitcoin consideration are managed over time, as well as the outcome of the shareholder approval needed for the remaining 71,900,000 shares. Future disclosures in company filings may provide more detail on the use of these proceeds and any subsequent balance sheet effects.

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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): 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

FAQ

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

CIMG Inc. disclosed that it closed a previously announced Regulation S private placement with non‑U.S. investors, involving 220,000,000 common shares at $0.25 per share for $55,000,000 worth of bitcoin.

How many CIMG Inc. shares were issued at the September 2, 2025 closing?

At the September 2, 2025 closing, CIMG Inc. issued 148,100,000 shares of common stock to the non‑U.S. investors after receiving their respective purchase amounts.

What remains to be issued under CIMG Inc.’s private placement agreement?

Under the Securities Purchase Agreement, CIMG Inc. plans to issue an additional 71,900,000 common shares, which are contingent on obtaining shareholder approval.

What is CIMG Inc.’s total common shares outstanding after the transaction?

Immediately following the closing of the Purchase Agreement, CIMG Inc. reports having 184,497,419 shares of common stock issued and outstanding.

How was the consideration for CIMG Inc.’s private placement structured?

The private placement consideration totals $55,000,000 worth of bitcoin, and a related exhibit describes the completed sale of $55 million of common stock for 500 bitcoin.

Is CIMG Inc.’s private placement a registered public offering?

No. The company states that the 220,000,000 common shares were sold in a private placement to certain non‑U.S. investors in reliance on the registration exemptions of Regulation S.