CIMG Inc. — Capital/Financing Update 2025

Aug 27, 2025

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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

(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. ☐

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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) |

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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. — By: | /s/ Jianshuang
Wang |
| --- | --- |
| Name: | Jianshuang
Wang |
| Title: | Chief
Executive Officer |

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