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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 27, 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 7.01 Regulation FD Disclosure.
On August 27, 2025, the Company issued a press release announcing that it has entered into a definitive Securities Purchase Agreement pursuant to which it will sell $55,000,000 of its common stock in exchange for 500 Bitcoin from nine non-U.S. investors at a purchase price of $0.25 per share. The foregoing description of the Purchase Agreement, does not purport to be complete and is qualified in its entirety. 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 | Press Release announcing CIMG Inc.’s execution of Securities Purchase Agreement for the sale of $55 Million its Common Stock in Exchange for 500 Bitcoin Bolstering the Company’s Digital Asset Reserves | |
| 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 28, 2025 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
CIMG Inc. Announces the execution of Securities Purchase Agreement for the sale of $55 Million its Common Stock in Exchange for 500 Bitcoin Bolstering the Company’s Digital Asset Reserves
BEIJING, Aug. 27, 2025 /PRNewswire/ -- CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technology and marketing to enhance its partners’ sales growth and commercial value, today announced it has entered into a definitive Securities Purchase Agreement pursuant to which it will sell $55,000,000 of its common stock in exchange for 500 Bitcoin from nine non-U.S. investors at a purchase price of $0.25 per shares or $110,000 per Bitcoin. Pursuant to the Securities Purchase Agreement, , the Company will issue 220 million shares of common stock to the investors. The transaction is expected to settle in early September.
Receiving payment for the shares in Bitcoin marks a significant milestone in CIMG’s strategic transformation and reflects the Company’s commitment to innovation in digital asset management. The move is aligned with the Company’s new dual-pillar strategy focusing on cryptocurrency reserves and wellness industries, aimed at diversifying its business model and revenue sources.
The Board of Directors believes that investing in Bitcoin offers a unique opportunity to gain exposure to digital assets and emerging technologies beyond traditional operating and investment frameworks. Amid increasing macroeconomic uncertainty, this strategic initiative positions CIMG at the forefront of blockchain and digital asset innovation. This transaction underscores CIMG’s proactive approach to embracing new technologies and expanding its strategic capabilities in a rapidly evolving global economy.
About CIMG Inc.
CIMG Inc. is a global business group specializing in digital health and sales development. Utilizing technology and marketing (including MarTech and Multi-Channel Network), the Company enhances its partners’ sales growth and commercial value. The company’s brands include Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.
Forward-Looking Statements
This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to satisfy the continuing stock market listing standards and periodic reporting requirements, to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. The Company encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.
Important Information
The offer and sale of the foregoing securities were made in a private placement in reliance on an exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
For more information, please contact:
http://www.ccmg.tech
ir@ccmg.tech
SOURCE CIMG Inc.