CIMG Inc. Amends Material Definitive Agreement

TL;DR

CIMG Inc. filed an 8-K/A amendment on a material agreement from Jan 16, 2025.

AI Summary

CIMG Inc. filed an amendment (8-K/A) on February 12, 2025, to a material definitive agreement originally reported on January 16, 2025. The filing pertains to CIMG Inc., formerly known as NuZee, Inc. and Havana Furnishings Inc., incorporated in Nevada.

Why It Matters

This amendment provides updated or corrected information regarding a significant contract, which could impact the company's operational or financial standing.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, likely for clarification or correction, rather than a new material event.

Key Players & Entities

• CIMG Inc. (company) — Registrant
• NuZee, Inc. (company) — Former company name
• Havana Furnishings Inc. (company) — Former company name
• January 16, 2025 (date) — Date of earliest event reported
• February 12, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value IMG The Nasdaq Stock Mark
• $10,000,000 — s with an aggregate principal amount of $10,000,000 to six non-U.S. investors, following re

Filing Documents

• form8-ka.htm (8-K/A) — 35KB
• 0001493152-25-006125.txt ( ) — 204KB
• img-20250116.xsd (EX-101.SCH) — 3KB
• img-20250116_lab.xml (EX-101.LAB) — 33KB
• img-20250116_pre.xml (EX-101.PRE) — 22KB
• form8-ka_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A ( Amendment No. 1 ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 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.) 6107, 6th Floor, Building C4 , No.1 Huangchang West Road , Dougezhuang , Chaoyang District , Beijing (Address of principal executive offices) + 86 18518579917 (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 January 23, 2025, CIMG Inc., a Nevada corporation (the "Company"), filed a Current Report on Form 8-K (the "Report"), which contained a clerical error with respect to the total number of shares of common stock for which the warrants are exercisable to purchase. The correct number of shares is 25,641,023, rather than 19,230,767. All other information in the Report remains unchanged. Accordingly, the third paragraph of Item 1.01 of the Report is hereby amended and restated as follows: "The closings of the sale of the Notes and Warrants occurred on January 16, 2025 and January 17, 2025 (the "Closings"). Pursuant to the Purchase Agreement, the Company issued six Notes with an aggregate principal amount of $10,000,000 to six non-U.S. investors, following receipt of the respective purchase amounts. In conjunction with the issuance of the Notes, the Company also issued Warrants to purchase an aggregate of 25,641,023 shares of common stock to these investors. Upon the completion of the foregoing, the sale of all Notes and Warrants, in the aggregate principal amount of $10,000,000, pursuant to the Purchase Agreement, has been duly consummated and closed." 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: February 12, 2025 By: /s/ Jianshuang Wang Name: Jianshuang Wang Title: Chief Executive Officer

View Full Filing

View this 8-K/A filing on SEC EDGAR