CIMG Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

CIMG Inc. dropped an 8-K detailing a new material agreement and equity sales. Watch closely.

AI Summary

On December 12, 2024, CIMG Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on the unregistered sales of equity securities and filed financial statements and exhibits. CIMG Inc. is incorporated in Nevada and its fiscal year ends on September 30.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• CIMG Inc. (company) — Registrant
• December 12, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-39338 (identifier) — SEC File Number
• 38-3849791 (identifier) — IRS Number
• NuZee, Inc. (company) — Former company name
• Havana Furnishings Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value IMG The Nasdaq Stock Mark
• $10,000,000 — es in the aggregate principal amount of $10,000,000 (the "Notes") and warrants (the "Warran
• $0 — ed but unpaid interest, divided by (ii) $0.52, the conversion price. On December

Filing Documents

• form8-k.htm (8-K) — 43KB
• ex10-1.htm (EX-10.1) — 151KB
• ex10-2.htm (EX-10.2) — 44KB
• ex10-3.htm (EX-10.3) — 101KB
• ex10-4.htm (EX-10.4) — 140KB
• 0001493152-24-050439.txt ( ) — 725KB
• img-20241212.xsd (EX-101.SCH) — 3KB
• img-20241212_lab.xml (EX-101.LAB) — 33KB
• img-20241212_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): December 12, 2024 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 December 12, 2024, CIMG Inc., a Nevada corporation (the "Company"), entered into a convertible note and warrant purchase agreement (the "Purchase Agreement") with certain non U.S. investors (the "Investors"), providing for the private placement of convertible promissory notes in the aggregate principal amount of $10,000,000 (the "Notes") and warrants (the "Warrants") to purchase up to an aggregate of 19,230,767 shares of the Company's common stock, par value $0.00001 per share (the "Common Stock") in reliance on the registration exemptions of Regulation S. The Notes bear interest at an annual rate of 7% and have a maturity date of one year from the issuance date. The Notes shall not be converted, and the Warrants shall not be exercised until the Company obtains shareholder approval for the issuance of shares underlying the Notes and the Warrants. Upon obtaining such approval, the holder may convert the Notes into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Notes, plus any accrued but unpaid interest, divided by (ii) $0.52, the conversion price. On December 12, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors (the "Registration Rights Agreement"). The Company shall prepare and, as soon as practicable, but in no event later than 30 days subsequent to the filing of the Form 10-K for its audited financial statements for the fiscal year ended September 30, 2024, or five business days after the approval by the Company's stockholders of the transactions contemplated in the Purchase Agreement, whichever is later, file with the SEC an initial Registration Statement on Form S-1 covering the resale of all of the registrable securities, which includes all conversion shares from the conversion of the Notes and warrant shares from the exercise of the Warrants. The sale and purchase of the Notes and Warrants shall take place at a closing (the "Closing") to be held at such place and time as the Company and the Investors may determine (the "Closing Date") following the satisfaction of all conditions precedent. The Company may conduct Closings on a rolling basis. The final Closing shall occur no later than the close of business (U.S. Eastern Time) on January 14, 2025, unless the Company, in its sole discretion, elects to extend or terminate the offering period prior to such date. The foregoing description of the Purchase Agreement, the Notes, the Warrant, and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, the form of the Notes, the form of the Warrants, and the Registration Rights Agreement, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. Item 2.03. Cr

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