CIMG Inc. Files S-1 Registration Statement

TL;DR

CIMG Inc. (fka NuZee) just filed an S-1, get ready for a potential public offering.

AI Summary

CIMG Inc., formerly NuZee, Inc., filed an S-1 registration statement with the SEC on November 29, 2024. The company, incorporated in Nevada with its principal executive offices in Beijing, China, is in the miscellaneous retail sector. This filing indicates a potential offering of securities, though specific details on the offering size or terms are not yet public in this initial filing.

Why It Matters

This S-1 filing is a crucial step for CIMG Inc. as it signals their intent to offer securities to the public, which could lead to significant capital infusion or changes in ownership structure.

Risk Assessment

Risk Level: medium — S-1 filings indicate a company is preparing to go public or conduct a secondary offering, which inherently carries risks associated with market reception and execution.

Key Numbers

• 333-283531 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 0001527613 — Central Index Key (Unique identifier for CIMG Inc. in SEC filings.)

Key Players & Entities

• CIMG Inc. (company) — Registrant
• NuZee, Inc. (company) — Former company name
• November 29, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Beijing, China (location) — Principal executive offices location
• Jianshuang Wang (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.00001 — 2 shares of our common stock, par value $0.00001 per share (“Common Stock”),
• $0.9099 — e closing price of our Common Stock was $0.9099 per share. Investing in our securitie
• $3,000,000 — ice of RMB 21,810,000, or approximately $3,000,000, at a price of $1.47 per share, which i
• $1.47 — approximately $3,000,000, at a price of $1.47 per share, which is equal to the Nasdaq
• $300,000 — nt of RMB 2,181,000 or approximately USD$300,000, at a conversion price of $0.52 per sha
• $0.52 — y USD$300,000, at a conversion price of $0.52 per share (the “Notes”). Th
• $0 — ed but unpaid interest, divided by (ii) $0.52, the conversion price. On July 26, 2
• $1,300,000 — in the aggregate principal amount of USD$1,300,000 (the “August Notes”). The N
• $2,000,000 — ock, for an aggregate purchase price of $2,000,000 at the Nasdaq Minimum Price (as defined
• $0.57 — (as defined in Nasdaq Rule 5635(d)), or $0.57 per share. On October 14, 2024, the Com
• $1,600,000 — consideration of the purchase price of $1,600,000 to four non-U.S. investors pursuant to
• $400,000 — consideration of the purchase price of $400,000 to one non-U.S. investor pursuant to th

Filing Documents

• forms-1.htm (S-1) — 335KB
• ex5-1.htm (EX-5.1) — 12KB
• ex10-33.htm (EX-10.33) — 139KB
• ex10-34.htm (EX-10.34) — 128KB
• ex10-35.htm (EX-10.35) — 44KB
• ex10-36.htm (EX-10.36) — 49KB
• ex10-37.htm (EX-10.37) — 56KB
• ex10-38.htm (EX-10.38) — 136KB
• ex10-39.htm (EX-10.39) — 220KB
• ex10-40.htm (EX-10.40) — 92KB
• ex21-1.htm (EX-21.1) — 4KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 15KB
• forms-1_001.jpg (GRAPHIC) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 65KB
• ex23-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-24-048167.txt ( ) — 1358KB

From the Filing

filed with the Securities and Exchange Commission on November 29, 2024 Registration No. 333-      UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 CIMG Inc. (Exact name of registrant as specified in its charter) Nevada 5900 38-3849791 (State or Other Jurisdiction of Incorporation or Organization) (Primary (I.R.S. Employer Identification No.) 6107, 6th Floor, Building C4 , No.1 Huangchang West Road , Dougezhuang, Chaoyang District, Beijing, China + 86 18518579917 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Jianshuang Wang Chief Executive Officer CIMG Inc. 16097 Poppyseed Cir, Unit 1904, Delray Beach, Fl 33484 c/o Wewin Technology LLC +1 7723410068 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Huan Lou, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st floor New York, NY 10036 (212) 930-9700 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated reporting company 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 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration is not soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. Prospectus CIMG Inc. Up to 4,905,582 Shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 4,905,582 shares of our common stock, par value $0.00001 per share (“Common Stock”), held directly or indirectly by certain Selling Stockholders. We will not receive any proceeds from the sale of such shares of Common Stock by the Selling Stockholders. We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholders will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of Common Stock. The Selling Stockholders identified in this prospectus may offer the shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” The shares may be sold at fixed prices, at prevailing market prices, at prices related to

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View this S-1 filing on SEC EDGAR