UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 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 June 5, 2025, on June 2, 2025, CIMG Inc., (Nasdaq: IMG) a Nevada corporation (the “Company”), entered into a share purchase agreement (the “Share Purchase Agreement”) with certain non-U.S. investors (the “Investors”), providing for the private placement of 6,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”, or the “Shares”) of the Company in the aggregate principal amount of $1,068,480, at a purchase price of $0.17808 per share, in reliance on the registration exemptions of Regulation S of the Securities Act of 1933.
On June 2, 2025, in connection with the Share 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, in no event later than August 8, 2025 file with the Commission a registration statement on Form S-1 covering the resale of all of the registrable securities sold pursuant to the Share Purchase Agreement.
The closing of the sale of the 6,000,000 Shares occurred on June 9, 2025 . Pursuant to the Share Purchase Agreement, the Company issued 6,000,000 shares of common stock to the non-U.S. investors, following receipt of the respective purchase amounts. Upon the completion of the foregoing, the sale of the Shares, for the aggregate consideration amount of $1,068,480, pursuant to the Share Purchase Agreement, has been duly consummated. Immediately following the closing of the Share Purchase Agreement, the Company has a total of 36,397,418 shares of Common Stock issued and outstanding.
The foregoing description of the Share Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Share Purchase Agreement and the Registration Rights Agreement, the forms of which were attached as Exhibits 10.1 and 10.2, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on June 5, 2025, 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.
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: June 10, 2025 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer | |