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

TL;DR

CIMG Inc. (ex-NuZee) signed a big deal, sold some stock, and filed financials. Watch this space.

AI Summary

CIMG Inc. (formerly NuZee, Inc.) entered into a Material Definitive Agreement on August 25, 2025. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. CIMG Inc. is incorporated in Nevada and operates in the miscellaneous retail sector.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

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

Key Players & Entities

• CIMG Inc. (company) — Registrant
• NuZee, Inc. (company) — Former name of registrant
• August 25, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value IMG The Nasdaq Stock Mark
• $55,000,000 — ion S for an aggregate consideration of $55,000,000 worth of bitcoin, at a purchase price o
• $0.25 — orth of bitcoin, at a purchase price of $0.25 per share. The closing of the sale of

Filing Documents

• form8-k.htm (8-K) — 39KB
• ex10-1.htm (EX-10.1) — 209KB
• 0001641172-25-025666.txt ( ) — 456KB
• img-20250825.xsd (EX-101.SCH) — 3KB
• img-20250825_lab.xml (EX-101.LAB) — 33KB
• img-20250825_pre.xml (EX-101.PRE) — 22KB
• 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): 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 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. 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) 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 27, 2025 By: /s/ Jianshuang Wang Name: Jianshuang Wang Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR