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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in
Unregistered Sales of Equity Securities. The information provided in
Entry into a Material Definitive Agreement. As previously disclosed, on February 11, 2026, CIMG Inc. (the “Company”) entered into a Convertible Note and Warrant Purchase Agreement (the “Original Purchase Agreement”) with certain non-U.S. investors (the “Investors”) in connection with a private placement transaction exempt from registration under Regulation S. Pursuant to the Original Purchase Agreement, the Company agreed to issue convertible promissory notes (the “Original Notes”) and warran…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 4, 2026, CIMG Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s common stock, par value $0.00001 per share (the “Common Stock”) from The Nasdaq Stock Market due to the Company’s failures to comply with Nasdaq Listing Rules 5550(a)(2), 5250(c)(1), 5550(b)(1), and 5…
The Award Shares, if and when issued, will be issued in reliance upon the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as offshore transactions, and/or Section 4(a)(2) of the Securities Act, as transactions not involving a public offering. The Award Shares will be “restricted securities” for purposes of the Securities Act and will be subject to restrictions on transfer under applicable securities laws.
Entry into a Material Definitive Agreement. On February 27, 2026, CIMG Inc. (the “Company”) entered into an Amended and Restated Equity Transfer Agreement (the “A&R Equity Transfer Agreement”) with DZR Tech Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Purchaser”), Shelei Jiang, a Chinese individual (the “Seller”), and Daren Business Technology Limited, a company incorporated under the laws of the British Virgin Islands (the “Target”). The A&R Equity Transfer…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 23, 2026, CIMG Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) will consider the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1), due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended December 31, 2025 (the “Form 10-Q”), as an addition…
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…
Changes in Registrant’s Certifying Accountant. (a) Dismissal of Former Independent Registered Public Accounting Firm On February 18, 2026, the Audit Committee of the Board of Directors (the “ Audit Committee ”) of CIMG Inc.(the “ Company ”) approved the dismissal of Assentsure PAC (“ Assentsure ”) as the Company’s independent registered public accounting firm, effective as of such date. The reports of Assentsure on the Company’s consolidated financial statements for the fiscal years ended Sep…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 10, 2026, CIMG Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Hearings office confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Requirement. The Company remains subject to a Hearing Panel exception to demonstrate compliance with Nasdaq Listing Rule 5250(c)(1), the Periodic Filing Requirement…
Entry into a Material Definitive Agreement. On February 11, 2026, CIMG Inc. (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 $5,000,000 (the “Notes”) and warrants to purchase the Company’s shares of common stock (the “Warrants”) in reliance on the registration exemptions of Regulatio…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in
Unregistered Sales of Equity Securities. The information provided in
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…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 22, 2026, CIMG Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) will consider an additional basis for the potential delisting of the Company’s securities from The Nasdaq Capital Market during the its panel monitor period because the Company is not in compliance with Nasdaq Listing Rule 5250(c)(…
Entry into a Material Definitive Agreement. Bitcoin Purchase Agreement On October 20, 2025, CIMG Pte. Ltd., a Singapore limited liability company and a wholly owned subsidiary of CIMG Inc. (the “Company”), entered into a Bitcoin Purchase Agreement (the “Bitcoin Purchase Agreement”) with Lordan Group Ltd., as seller, pursuant to which CIMG Pte. Ltd. agreed to purchase an aggregate of 230 Bitcoin (BTC) from the seller. The transaction price was determined based on a floating pricing mechanism t…
Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01, “Entry into a Material Definitive Agreement (Bitcoin Purchase Agreement),” of this Current Report on Form 8-K is incorporated herein by reference.
Regulation FD Disclosure. On December 17, 2025, the Company issued a press release announcing that it has acquired 230 Bitcoin (BTC) pursuant to the Bitcoin purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. On December 15, 2025, the Company issued a press release announcing that Zhongyan Shangyue has entered into the IT Equipment Procurement Framework Contract. A copy of the press release is attached hereto as Exhibit 99.2 t…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The board of directors (the “ Board ”) of CIMG Inc. (the “ Company ”) has appointed Mr. Wenlong Tong as President of the Company, effective October 5, 2025 (the “ Commencement Date ”). Mr. Wenlong Tong, 36, has served as Manager of the South China Major Client Team at Zhongshishun Technology (Beijing) Co., Ltd. since 2020. In this role, Mr. Tong ha…
Other Events. On September 16, 2025, the Company entered into a non-binding Memorandum of Understanding (the “MOU”) to collaborate with iZUMi Finance to launch Upstarts Fund (the “Fund”), an on-chain Crypto fund designed to enable corporates to deploy capital into digital assets through a regulated and transparent framework. The Company and iZUMi Finance will jointly commit $20 million into the Fund, marking a milestone in bridging corporate capital with the digital asset economy. Completion…
Other Events On September 2, 2025, CIMG Inc., a Nevada corporation (the “Company”) received written notification (the “Letter”) from the Nasdaq Hearings Panel (the “Panel”) notifying the Company of its decision to grant the Company’s request to continue its listing on The Nasdaq Stock Market (“Nasdaq”) subject to the Company’s meeting certain conditions outlined in the letter. As the Company has previously reported, the Company had participated in its Hearing with the Nasdaq Panel on August 1…
Unregistered Sales of Equity Securities. The information provided in
Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 25, 2025, on August 25, 2025, CIMG Inc., (Nasdaq: IMG) 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 R…
Unregistered Sales of Equity Securities. The information provided in
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