UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCID |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
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 filer ☐ |
| Smaller 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 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 13, 2026, there were shares of the registrant’s Common Stock issued and outstanding.
CIMG INC.
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED June 30, 2026
| PART I. | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements | 3 |
| Consolidated Balance Sheets (unaudited) | 3 | |
| Consolidated Statements of Operations (unaudited) | 4 | |
| Consolidated Statements of Comprehensive Income Loss (unaudited) | 5 | |
| Consolidated Statements of Changes in Stockholders’ Equity (unaudited) | 6 | |
| Consolidated Statements of Cash Flows (unaudited) | 7 | |
| Notes to Consolidated Financial Statements (unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
| Item 4. | Controls and Procedures | 33 |
| PART II. | OTHER INFORMATION | 34 |
| Item 1. | Legal Proceedings | 34 |
| Item 1A. | Risk Factors | 34 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
| Item 3. | Defaults Upon Senior Securities | 34 |
| Item 4. | Mine Safety Disclosures | 34 |
| Item 5. | Other Information | 34 |
| Item 6. | Exhibits | 35 |
| SIGNATURES | 37 |
| i |
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements, including, without limitation, in the sections captioned “Risk Factors” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “target,” “seek,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding:
| ● | our plans to obtain funding for our operations, including the funds required for technological development, product production, and product commercialization, as well as the funds necessary to ensure our continuous operation; |
| ● | the accuracy of our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing; |
| ● | our expectations regarding the effects of the suspension of trading of our common stock on Nasdaq, our quotation on the OTC market, and any appeal or further review of Nasdaq’s delisting determination; |
| ● | the impact to our business, including any supply chain interruptions, resulting from changes in general economic, business and political conditions, including changes in the financial markets and macroeconomic conditions resulting from a pandemic; |
| ● | the market size and growth trend of our products and services; |
| ● | our ability to compete with those companies that sell similar products or offer similar services; |
| ● | our ability to successfully achieve the anticipated results of strategic transactions; |
| ● | our expectations for future sales performance; |
| ● | our reliance on raw material suppliers or product manufacturers is to enable us to better produce our products and offer a wider variety of products to our customers; |
| ● | regulatory developments in the U.S. and other countries; |
| ● | our ability to retain key management, sales, and marketing personnel; |
| 1 |
| ● | the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology; |
| ● | our ability to develop and maintain our corporate infrastructure, including our internal control over financial reporting; |
| ● | the outcome of pending, threatened, or future litigation; |
| ● | our financial performance; and |
| ● | our use of the net proceeds from our recent offerings. |
The forward-looking statements are not meant to predict or guarantee actual results, performance, events, or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates, and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.
Any forward-looking statements in this Report reflect our current views with respect to future events or our future financial performance and involve risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Factors that may influence or contribute to the inaccuracy of the forward-looking statements, or cause actual results to differ materially from current expectations, include, among other things, those listed under “Item 1A—Risk Factors” in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026, under “Risk Factors” in our Registration Statement on Form S-1, as amended, most recently filed with the SEC on June 12, 2026 (File No. 333-294624), and in our other reports filed with the SEC. Given these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances, or otherwise, except as required by law.
| 2 |
Item 1. Financial Statements
CIMG Inc.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, | September 30, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalent | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Other Receivables - Related Parties | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset - operating lease | ||||||||
| Intangible assets, net | ||||||||
| Digital assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Short term loan | ||||||||
| Current portion of lease liability - operating lease | ||||||||
| Convertible note-related party | ||||||||
| Other payables-related party | ||||||||
| Advance Received | ||||||||
| Other current liabilities | ||||||||
| Tax payable | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity: | ||||||||
| and shares of issued and outstanding as of June 30, 2026 and September 30, 2025, respectively* | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total shareholders’ equity of the Company | ||||||||
| Non-controlling interests | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2026 | Nine Months Ended June 30, 2025 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Fair value variation | ( | ) | ( | ) | ||||||||||||
| Other income | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on acquisition | ( | ) | ( | ) | ||||||||||||
| Loss on disposal of subsidiary | ( | ) | ||||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Tax | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Non-controlling interest | ( | ) | ||||||||||||||
| Net loss attributable to CIMG Inc. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted loss per common share | ) | ) | ) | ) | ||||||||||||
| Basic and diluted weighted average number of Common Stock outstanding | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
| Three Months Ended | Three Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Net loss attributable to CIMG Inc. | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation to CIMG Inc. | ( | ) | ||||||
| Total other comprehensive income net of tax to CIMG Inc. | ( | ) | ||||||
| Comprehensive loss to CIMG Inc. | $ | ( | ) | $ | ( | ) | ||
Nine Months Ended | Nine Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Net loss attributable to CIMG Inc. | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation to CIMG Inc. | ( | ) | ( | ) | ||||
| Total other comprehensive income net of tax to CIMG Inc. | ( | ) | ( | ) | ||||
| Comprehensive loss to CIMG Inc. | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Common Stock | Additional paid-in | Accumulated | Accumulated Other Comprehensive | Non-controlling | ||||||||||||||||||||||||
| Shares* | Amount | capital | deficit | income | interests | Total | ||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||||||
| Common Stock compensation | ||||||||||||||||||||||||||||
| Issued private placement | ||||||||||||||||||||||||||||
| Issued warrants | ||||||||||||||||||||||||||||
| Other comprehensive income | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Restricted stock award | ( | ) | ||||||||||||||||||||||||||
| Disposal of subsidiary | - | |||||||||||||||||||||||||||
| Other comprehensive income | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||||||
| Common stock compensation | ||||||||||||||||||||||||||||
| Issued private placement | ||||||||||||||||||||||||||||
| Issued warrants | ||||||||||||||||||||||||||||
| Disposal of subsidiary | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Other comprehensive income | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance June 30, 2026 | ( | ) | ||||||||||||||||||||||||||
| Common Stock | Additional paid-in | Subscription | Accumulated | Accumulated Other Comprehensive | Non-controlling | |||||||||||||||||||||||||||
| Shares | Amount | capital | receivable | deficit | income | interests | Total | |||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||||||||||
| Common stock compensation | ||||||||||||||||||||||||||||||||
| Issued private placement | ||||||||||||||||||||||||||||||||
| Issued warrants | ||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Common Stock issued for cash | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Acquisition of subsidiary | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Common Stock issued for cash | - | |||||||||||||||||||||||||||||||
| Issued private placement | ( | ) | ||||||||||||||||||||||||||||||
| Common stock compensation | ||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | |||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Acquisition of subsidiary | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance June 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended | Nine Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Fair value variation | ||||||||
| Gain on disposal of subsidiary | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Noncash lease expense | ||||||||
| Loss on acquisition | ||||||||
| Bad debt losses | ||||||||
| Equity Incentive | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other receivables - related party | ( | ) | ||||||
| Digital assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Other payables-related party | ||||||||
| Accrued Interest | ||||||||
| Lease liability - operating lease | ( | ) | ||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Proceeds from disposal of equipment | ||||||||
| Cash received from the acquisition of subsidiaries | ||||||||
| Cash decrease from disposal of subsidiary | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| Repayment from loans | ( | ) | ||||||
| Proceeds from private placement | ||||||||
| Proceeds from issuance of Common Stock and exercise from warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange on cash | ( | ) | ( | ) | ||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | |||||||
| Cash paid for taxes | $ | |||||||
| Subscription receivable | $ | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 7 |
CIMG Inc.
Notes to Consolidated Financial Statements (unaudited)
June 30, 2026
1. ORGANIZATION
CIMG Inc. (the “Company”) is incorporated in the State of Nevada. The Company’s Common Stock commenced trading on the Nasdaq Capital Market in June 2020 under the symbol “NUZE.” The Company was formerly known as NuZee, Inc., with the ticker symbol “NUZE”, and changed its corporate name to “CIMG Inc.” and its ticker symbol to “IMG” in October 2024. Following Nasdaq’s delisting determination in March 2026, trading of the Company’s Common Stock on Nasdaq was suspended, and the Company’s Common Stock is currently quoted on the OTC Markets under the ticker symbol “CIMG.”
The Company previously focused on specialty coffee products and related technologies. It is currently expanding its sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products, supported by its online sales platform that incorporates a natural language search function.
CIMG Inc., its Hong Kong subsidiary DZR Tech Limited (“DZR Tech”), and its U.S. subsidiary Wewin Technology LLC (“Wewin”) may transfer cash to the Company’s PRC subsidiaries through capital contributions and intercompany loans, subject to applicable regulatory requirements.
On January 13, 2025, the Company established a wholly owned subsidiary in Singapore, CIMG PTE. LTD. (“Singapore CIMG”).
On
March 10, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Beijing Zhongyan”), a wholly owned subsidiary of the Company, acquired
On March 21, 2025, Beijing Zhongyan established a wholly owned subsidiary, Henan Zhongyan Shangyue Technology Co., Ltd. (“Henan Zhongyan”).
On
March 27, 2025, Beijing Zhongyan entered into a Business Cooperation Intent Agreement (the “Agreement”) with Xilin Online
(Beijing) E-commerce Co., Ltd (“Beijing Xilin”). Pursuant to the Agreement, certain shareholders of Beijing Xilin intend
to transfer an aggregate of
On
April 22, 2025, the Company completed the acquisition of Shanghai Huomao, together with the related business registration updates. On
June 29, 2026, the Company entered into a termination agreement with the original shareholders of Shanghai Huomao, pursuant to which
the Company’s
On
August 1, 2025, Beijing Zhongyan entered into a business cooperation intent agreement with Shenzhen Zhimeng Qiyang Technology Co., Ltd.
(“Zhimeng”), pursuant to which certain shareholders of Zhimeng agreed to transfer an aggregate of
On September 3, 2025, Beijing Zhongyan established a wholly owned subsidiary, Beijing Zhongyan Shangyue Holdings Co., Ltd. (“Beijing Shangyue”).
On September 16, 2025, Henan Zhongyan established a wholly owned subsidiary, Henan Nuanyou Agricultural Science and Technology Co., Ltd (“Nuanyou”). Nuanyou was subsequently deregistered on June 25, 2026.
On
September 23, 2025, DZR Tech Limited acquired Braincon Limited (“Braincon HK”) and its subsidiary, Beijing Xin Miao Shi Dai
Technology Development Co., Ltd. (“Beijing Xinmiao”). DZR Tech Limited holds
On December 8, 2025, Beijing Zhongyan established a wholly owned subsidiary, Shenzhen Zhixi Yunjie Technology Co., Ltd. (“Zhixi Yunjie”).
On February 4, 2026, Beijing Xinmiao established a wholly-owned subsidiary, Foshan Dingyue Technology Co., Ltd (“Dingyue”). Dingyue was subsequently deregistered on June 11, 2026.
On February 5, 2026, Beijing Zhongyan established a wholly-owned subsidiary, Foshan Lintai Technology Co., Ltd. (“Lintai”). Lintai was subsequently deregistered on June 16, 2026.
On
March 12, 2026, the Company, through DZR Tech, completed its acquisition of
On March 19, 2026, Daren Business Technology Limited established a wholly owned subsidiary, Marsmed Technology Limited (“Marsmed ”).
On April 29, 2026, Beijing Xin Miao Shi Dai Technology Development Co., Ltd. (“Beijing Xinmiao”) established a wholly owned subsidiary, Beijing Zhongsuan Yunqing Technology Co., Ltd(“Beijing Zhongsuan ”).
| 8 |
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 BASIS OF PREPARATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.
2.2 PRINCIPLES OF CONSOLIDATION
The Company’s consolidated financial statements include the financial statements of the Company and entities controlled by the Company and its subsidiaries.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
2.3 NON-CONTROLLING INTERESTS
For the Company’s non-wholly-owned subsidiaries, a non-controlling interest is recognized to reflect the portion of equity that is not attributable, directly or indirectly, to the Company. Non-controlling interests are classified as a separate line item in the equity section of the Company’s consolidated balance sheets and have been separately disclosed in the Company’s consolidated statements of operations and comprehensive (loss)/income to distinguish the interests from that of the Company.
Basic earnings per common share are calculated by dividing net income or loss attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding during the period.
Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue Common Stock, such as stock options, warrants, or equity awards, were exercised or vested and resulted in the issuance of Common Stock that would share in the earnings of the Company. Potentially dilutive securities are excluded from the calculation of diluted earnings per share when their effect would be anti-dilutive.
On
December 5, 2025, the Company effected a
2.5 GOING CONCERN AND CAPITAL CONSIDERATIONS
The
Company has incurred recurring losses and negative cash flows from operations since inception. As of June 30, 2026, the Company had cash
of $
As
of June 30, 2026, the
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.
Management’s plans to address these conditions include raising additional equity or debt financing and executing its revised business strategy. However, as of the issuance date of these consolidated financial statements, management’s plans have not alleviated the substantial doubt about the Company’s ability to continue as a going concern.
The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
| 9 |
2.6 USE OF ESTIMATES
In preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Areas where management uses subjective judgment include, but are not limited to valuation of inventories and inventory impairment, fair value measurements of digital assets, assessment of goodwill impairment, allowance for credit losses, recoverability of deferred tax assets, and the recognition and measurement of revenue. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates.
2.7 FAIR VALUE MEASUREMENTS
The Company applies the fair value measurement guidance in ASC 820, Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques and requires disclosures of fair value measurements by hierarchy level.
The fair value hierarchy prioritizes quoted prices in active markets for identical assets or liabilities (Level 1) as the highest priority and unobservable inputs (Level 3) as the lowest priority. Valuation techniques used to measure fair value include the market approach, the income approach, and the cost approach.
The classification of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:
Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 — Unobservable inputs that reflect the Company’s own assumptions.
The Company measures certain assets and liabilities at fair value on both a recurring and non-recurring basis, including digital assets and financial instruments with embedded features, when applicable. The carrying amounts of cash, accounts receivable, accounts payable, accrued expenses, other payables, convertible notes and other current liabilities approximate their fair values due to the short-term maturities of these instruments.
2.8 CASH AND CASH EQUIVALENTS
The
Company considers cash on hand and demand deposits to be cash. Highly liquid investments with original maturities of three months or
less at the date of purchase are considered cash equivalents, provided such investments are readily convertible to known amounts of cash
and are subject to insignificant risk of changes in value. The Company did
2.9 ACCOUNTS RECEIVABLES, NET
Accounts receivables are recorded at invoiced amounts and are evaluated periodically for collectability. The Company estimates an allowance for credit losses based on historical loss experience, the creditworthiness of customers, known and inherent risks in the receivable portfolio, and current economic conditions. Accounts receivables are written off against the allowance for credit losses when they are deemed uncollectible.
| 10 |
2.10 INVENTORIES, NET
Inventories, consisting primarily of raw materials and finished goods held for production and sale, are stated at the lower of cost or net realizable value. Inventory cost is determined using the weighted-average cost method. The Company reviews inventory levels on a quarterly basis and records inventory valuation allowances or write-downs, as necessary, to reflect net realizable value based on factors such as inventory aging, historical and forecasted demand, and market conditions.
2.11 FOREIGN CURRENCY TRANSLATION
The financial position and results of operations of each of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investment.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
2.12 REVENUE RECOGNITION
The Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration expected to be received in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied.
The Company primarily generates revenue from the trading and sale of goods. Revenue from product revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods to the customer, which generally occurs upon delivery, when title and risk of loss pass to the customer.
For its product trading activities, the Company acts as the principal, as it controls the goods prior to transfer to the customer, bears inventory risk, and has discretion in establishing pricing. Accordingly, product revenue is recognized on a gross basis.
For service arrangements, the Company evaluates whether it controls the services prior to transfer to the customer. When the Company is determined to be the principal, service revenue is also recognized on a gross basis.
| 11 |
2.13 RETURN AND EXCHANGE POLICY
All products are inspected and securely packaged prior to shipment to help ensure that customers receive products in satisfactory condition. Customers may return products if they are not satisfied, in which case the Company will provide an exchange or refund of the purchase price, net of shipping charges. Return policies for wholesale customers vary in accordance with the terms of their respective agreements.
Under certain customer agreements, the Company provides chargebacks, pursuant to which the Company reimburses customers for a portion of the costs incurred to advertise and promote the Company’s products. The Company estimates and accrues such chargebacks based on contractual terms and historical experience. Chargebacks and returns, when applicable, are recorded as reductions of revenue and reflected in net sales.
For the nine months ended June 30, 2026 and 2025, the Company did not record any material sales allowances related to estimated product returns or chargebacks.
2.14 COST RECOGNITION
The Company is engaged in the trading of goods and the provision of related services, with its cost of revenue covering products under the Maca Product Series, the Homology of Medicine and Food Series, and the Computing Power Product Series.
For the Maca Product Series, which consists of plant-based products, the Company operates a trading model whereby it procures Maca raw materials and engages third-party processors for production. Costs recognized for this product series primarily include the purchase cost of Maca raw materials, packaging costs, freight and logistics costs, and other directly attributable processing-related expenses.
For the Homology of Medicine and Food Series, the Company operates as a trading intermediary, and the cost of revenue primarily comprises the procurement cost of finished goods purchased from third-party suppliers.
For the Computing Power Product Series, the Company provides technical services supported by the procurement of equipment and development services. The cost of revenue mainly consists of technical development service fees and equipment purchase costs incurred in connection with the delivery of such services.
2.15 PROPERTY AND EQUIPMENT, NET
Property and equipment are stated at cost and depreciated over their estimated useful lives, with accumulated depreciation and impairment losses recorded as reductions of carrying amounts. Depreciation is computed using the straight-line method over the following estimated useful lives:
| - | Office equipment: | |
| - | Machinery and other equipment:
|
2.16 LONG LIVED ASSETS
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
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2.17 INTANGIBLE ASSETS
Intangible assets with finite useful lives that are acquired are carried at cost less accumulated amortization and accumulated impairment losses. Amortization expense is recognized on a straight-line basis over the estimated useful lives of the intangible assets. The estimated useful lives and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. The Company has finite useful life intangible assets related to acquired tradename and software.
2.18 DIGITAL ASSETS
The Company’s digital assets consist solely of Bitcoin. Digital assets are initially recorded at cost and subsequently remeasured at fair value in accordance with ASU 2023-08. Changes in fair value are recognized in earnings each reporting period.
The fair value of Bitcoin is determined using quoted prices in active markets on Binance, which the Company has determined to be its principal market. Fair value measurements of digital assets are classified within Level 1 of the fair value hierarchy. Changes in fair value are recognized in the consolidated statements of operations within “Fair value variation”
The Company applies the first-in, first-out (FIFO) method to determine the cost basis of digital assets disposed of, if any.
2.19 INCOME TAXES
In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.
2.20 RELATED PARTIES
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
2.21 STOCK BASED COMPENSATION
We account for share-based awards issued to employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation.” Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, which is normally the vesting period. Share-based compensation to directors is treated in the same manner as share-based compensation to employees, regardless of whether the directors are also employees. In June 2018, the FASB issued ASU 2018-07 which simplifies several aspects of the accounting for non-employee transactions by stipulating that the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718, “Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for under ASC Topic 505, “Equity”). The Company implemented ASU 2018-07 on October 1, 2019 and the impact of the implementation was not material to the financial statements.
During the nine months ended June 30, 2026, the Company issued an aggregate of shares of Common Stock under the 2025 Equity Incentive Plan.
| 13 |
2.22 COMPREHENSIVE INCOME/LOSS
Comprehensive income/loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income/loss are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income/loss pertains to foreign currency translation adjustments.
3. CONCENTRATION AND RISKS
3.1 FOREIGN CURRENCY EXCHANGE RATE RISK
The
Company’s operating transactions are mainly denominated in RMB. RMB is not freely convertible into foreign currencies. The value
of the RMB is subject to changes by the central government policies and to international economic and political developments. In the
PRC, certain foreign exchange transactions are required by law to be transacted only through authorized financial institutions at exchange
rates set by the People’s Bank of China (the “PBOC”). Remittances in currencies other than RMB by the Company in the
PRC must be processed through PBOC or other PRC foreign exchange regulatory bodies which require certain supporting documents in order
to effect the remittances. As of June 30, 2026 and September 30, 2025, the Company’s cash and cash equivalents denominated in RMB
were RMB
3.2 CONCENTRATION OF CREDIT RISK
The Company’s credit risk arises primarily from cash and cash equivalents, accounts receivable, other receivables from related parties, and other receivables included in prepaid expenses and other current assets. The carrying amounts of these financial instruments represent the Company’s maximum exposure to credit risk.
As
of June 30, 2026, 40% of the Company’s cash and cash equivalents were held by major financial institutions located in China and
Hong Kong; the remaining 60% was held by financial institutions located in the United States. The Company believes that these financial
institutions located in China, Hong Kong, and the United States are of high credit quality. Accounts at each institution in the United
States are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $
Accounts receivable and other receivables are generally unsecured and arise in the ordinary course of business. Credit risk associated with these balances is mitigated through customer credit evaluations, ongoing monitoring of outstanding receivable balances, and the recognition of an allowance for expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts.
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3.3 CONCENTRATION OF CUSTOMERS AND SUPPLIERS
For the nine months ended June 30, 2026 and 2025, revenue was primarily derived from major customers disclosed below.
Nine months ended June 30, 2026:
| Customer Name | Sales Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | ||||||||||||
| Customer ZNF | $ | % | ||||||||||||||
Nine months ended June 30, 2025:
| Customer Name | Sales Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | ||||||||||||
| Customer XG | $ | % | $ | |||||||||||||
| Customer LXM | % | |||||||||||||||
For the nine months ended June 30, 2026 and 2025, inventory purchases, including purchases related to the Company’s trading of goods, were primarily made from the major suppliers disclosed below.
Nine months ended June 30, 2026:
| Supplier Name | Purchases Amount | % of Total Purchases | ||||||
| Supplier-YKZS | $ | % | ||||||
| Supplier ACJN | % | |||||||
| Supplier TTY | % | |||||||
Nine months ended June 30, 2025:
| Supplier Name | Purchases Amount | % of Total Purchases | ||||||
| Supplier YKYM | $ | % | ||||||
4. NOTES TO THE CONSOLIDATED IN FINANCIAL STATEMENTS
4.1 ACCOUNTS RECEIVABLE, NET
As of June 30, 2026, the Company had gross accounts receivable of $.
As
of September 30,2025, the Company’s accounts receivable totaled $
| June 30, 2026 | September 30, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ||||||
| Accounts receivable, net | ||||||||
The movements in the allowance for credit losses were as follows:
| June 30, 2026 | September 30, 2025 | |||||||
| Balance at beginning of the year | $ | ( | ) | $ | ( | ) | ||
| Additions | ( | ) | ( | ) | ||||
| Foreign currency translation | ( | ) | ||||||
| Write-offs | ||||||||
| Balance at end of the year | ( | ) | ||||||
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4.2 INVENTORIES, NET
Inventories, net consisted of the following:
| June 30, 2026 | September 30, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventories, gross | ||||||||
| Less: inventory write-down | ( | ) | ||||||
| Inventories, net | ||||||||
The movements in the inventories write-down were as follows:
| June 30, 2026 | September 30, 2025 | |||||||
| Balance at beginning of the year | $ | ( | ) | $ | ( | ) | ||
| Additions | ( | ) | ||||||
| Foreign currency translation | ( | ) | ||||||
| Write-offs | ||||||||
| Balance at end of the year | ( | ) | ||||||
4.3 PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets as of June 30, 2026 and September 30, 2025 were comprised of the following:
| June 30, 2026 | September 30, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| VAT input tax to be deducted | ||||||||
| Prepaid tax(1) | ||||||||
| Advances to suppliers | ||||||||
| Deferred equity issuance cost | ||||||||
| Other current assets | ||||||||
| Total | ||||||||
| (1) | |
| (2) | As of June 30, 2026, the total amount paid to suppliers was $ |
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4.4 PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following as of June 30, 2026 and September 30, 2025:
| June 30, 2026 | September 30, 2025 | |||||||
| Machinery & Equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Gross property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Less: reclassification to assets held for sale | ||||||||
| Less: disposal of property and equipment | ||||||||
| Net property and equipment | ||||||||
4.5 LEASES
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities for most lease arrangements. The Company adopted ASC 842 effective October 1, 2019.
The Company evaluates lease arrangements on a quarterly basis to determine whether such arrangements meet the definition of a lease and whether recognition of ROU assets and lease liabilities is required. The Company elected the short-term lease practical expedient for leases with a term of 12 months or less and no purchase option.
4.5.1 LEASES WITH RECOGNIZED ROU ASSETS AND LEASE LIABILITIES
Tuen Mun, Hong Kong – Office Space
The
Company leases office space on San On Street, Tuen Mun, Hong Kong, under a lease term from December 18, 2024 to December 17, 2026, at
a monthly rent of RMB
Wuxi, China – Office Space
Effective
March 19, 2025, the Company entered into a lease for office space located at 83-102 and 83-103, Xishuidongcheng, Liangxi District, Wuxi,
China. The lease requires annual rental payments of RMB
| 17 |
4.5.2 SHORT TERM LEASES AND LOW VALUE LEASES
Boca Raton, Florida – Office Space
Effective
October 10, 2025, the Company entered into a lease for office space located at 9127 Long Lake Palm Drive, Boca Raton, Florida 33496,
with monthly rental payments of $
Henan, China – Office Space
The
Company leases office space in Henan, China, with annual lease payments of approximately RMB
Henan, China – Warehouse Space
The
Company leases warehouse space in Henan, China, with annual lease payments of approximately RMB
Foshan, China – Office Space
The
Company leases office space located at Room 904 (No.946), Building 3, No. 17 Jihua 6th Road, Zumiao Street, Chancheng District, Foshan,
with a contractual lease term from January 20, 2026 to June 30, 2028, which includes a rent-free period from January 20, 2026 to January
31, 2026. The monthly rent is RMB
The
Company leases office space located at Room 904 (No.947), Building 3, No. 17 Jihua 6th Road, Zumiao Street, Chancheng District, Foshan,
with a contractual lease term from January 20, 2026 to June 30, 2028, which includes a rent-free period from January 20, 2026 to January
31, 2026. The monthly rent is RMB
Beijing, China – Office Space
The Company leases office space in Beijing. China,
with annual lease payments of approximately RMB
As
of June 30,2026, the Company’s operating leases had a weighted-average remaining lease term of
| Right-of-Use Assets | Amount | |||
| ROU asset – September 30, 2025 | $ | |||
| ROU assets added during the year | ||||
| Amortization during the period | ( | ) | ||
| ROU assets decreased during the year | ( | ) | ||
| ROU asset – June 30,2026 | $ | |||
| Lease Liabilities | Amount | |||
| Lease liability – September 30, 2025 | $ | |||
| Lease liability added during the year | ||||
| Reduction during the period | ( | ) | ||
| Lease liability – June 30,2026 | $ | |||
| Lease Liabilities by Maturity | Amount | |||
| Lease Liability – Short-Term | $ | |||
| Lease Liability – Long-Term | ||||
| Lease Liability – Total | $ | |||
The following table summarizes the Company’s operating lease cost, short-term lease cost, and related cash flow information for the nine months ended June 30,2026:
| Operating lease expenses | $ | |||
| Short-term lease expenses | ||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||
| Lease amortization | ||||
| Interest portion |
4.6 INTANGIBLE ASSETS, NET
The following table summarizes the Company’s intangible assets as of June 30, 2026:
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
| Trademarks | $ | $ | ( | ) | $ | |||||||
| Software | ( | ) | ||||||||||
| Total | ( | ) | ||||||||||
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The following table summarizes the Company’s intangible assets as of September 30, 2025:
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
| Trademarks | $ | $ | ( | ) | $ | |||||||
| Software | ( | ) | ||||||||||
| Total | ( | ) | ||||||||||
The
trademarks have been fully amortized using the accelerated amortization method as of September 30, 2025. Amortization expense for intangible
assets with finite useful lives was $
4.7 DIGITAL ASSETS
The
Company’s digital assets consist solely of Bitcoin. Digital assets are measured at fair value, with changes in fair value recognized
in earnings for each reporting period. As of June 30, 2026, the Company held
The following table is a summary of the Company’s Bitcoin activities as of June 30, 2026:
| Amount | ||||
| Beginning balance as of September 30, 2025 | $ | |||
| Increase in digital assets - Bitcoin | ||||
| Decrease in digital assets - Bitcoin | ||||
| Net change in fair value | ( | ) | ||
| Ending balance as of June 30, 2026 | $ | |||
4.8 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of June 30, 2026 and September 30, 2025 were as follows:
June 30, 2026 | September 30, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Total | ||||||||
Accounts payable
As
of June 30, 2026, accounts payable totaled $
Accrued expenses
As
of June 30, 2026, accrued expenses totaled $
The accrued expenses related to Nuzee single-serving coffee and DRIPKIT products primarily represent legacy expenses incurred under previous management and are treated in a manner consistent with other legacy accounts payable balances. These amounts continue to be recognized as accrued expenses as management is in the process of reviewing and resolving the related obligations in the ordinary course of business, and such balances remained payable as of June 30, 2026.
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4.9 CONVERTIBLE NOTES
As
of June 30, 2026 and September 30, 2025, the Company had outstanding unconverted convertible notes of approximately $ and $
For
the nine months ended June 30,2026, $
(a) Non-related party convertible notes
June 30, 2026 | September 30, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Issuance of convertible notes | ||||||||
| Fair value adjustment | ||||||||
| Conversion to Common Stock | ( | ) | ||||||
| Ending balance | ||||||||
All non-related party convertible notes outstanding as of June 30,2026 were fully converted into shares of the Company’s Common Stock on October 31, 2025.
(b) Related party convertible notes
June 30, 2026 | September 30, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Issuance of convertible notes | ||||||||
| Interest Payable | ||||||||
| Conversion to Common Stock | ( | ) | ( | ) | ||||
| Ending balance | ||||||||
Key issuance and conversion events
August
20, 2024: The Company issued convertible notes with an aggregate principal amount of $
October
31, 2024: All holders of the August 2024 convertible notes elected to convert their notes into an aggregate of
December
12, 2024: The Company issued convertible notes with an aggregate principal amount of $
February 11, 2025: The Company obtained shareholder approval for the issuance of shares underlying the notes and warrants.
March 18, 2025: the investors submitted their respective conversion notices, upon which the Company issued shares of Common Stock to the investors.
August
21, 2025: The Company entered into a convertible bond purchase agreement with certain non-U.S. investors to issue convertible notes
with an aggregate principal amount of $
During the year ended September 30, 2025, the non-related parties notes with a carrying value of $ were converted into shares of Common Stock.
October 30, 2025: The remaining related-party convertible notes were converted into shares of Common Stock on October 30, 2025.
February
11, 2026: The Company entered into a convertible note and warrant purchase agreement with certain non-U.S. investors providing for
the private placement of convertible promissory notes in the aggregate principal amount of $
On March 21, 2026, in light of the Company’s delisting from The Nasdaq Stock Market LLC on March 6, 2026 and its current quotation on the OTC market, the Company entered into an Amended and Restated Convertible Note and Warrant Purchase Agreement with the investors, which amended and restated the February 11, 2026 purchase agreement. The parties acknowledged that only one closing occurred under the original agreement, namely the initial closing on February 13, 2026, and that no other closings shall occur. In connection with the amendment, the Company issued amendments to the original notes and amended and restated warrants to the investors. The amended notes provide that they are not convertible prior to stockholder approval and that the conversion price is subject to a floor price of $ per share. The amended and restated warrants become exercisable only upon stockholder approval and may be exercised for cash only at an exercise price of $ per share. The Company also agreed to file a registration statement on Form S-1 covering the resale of the shares issuable upon conversion of the amended notes and exercise of the amended and restated warrants.
On
May 30, 2026, the investors converted all outstanding principal and accrued and unpaid interest under the amended notes at a conversion
price of $ per share. In connection with the conversion, the Company issued an aggregate of shares of Common Stock in
satisfaction of approximately $
The convertible notes were measured at fair value, with changes in fair value recognized in fair value variation in the consolidated statements of operations.
| 20 |
4.10 OTHER CURRENT LIABILITIES
As
of June 30, 2026 and September 30, 2025, other current liabilities amounted to $
Other current liabilities consisted of the following:
June 30, 2026 | September 30, 2025 | |||||||
| Advances received for equity subscriptions(1) | $ | $ | ||||||
| Provision for liabilities related to directors’ litigation(2) | ||||||||
| Professional service fees payable – Bitcoin transaction(3) | ||||||||
| Others | ||||||||
| Total | ||||||||
| (1) |
Advance
receipts for equity subscriptions are as follows: $
| (2) | Provision for liabilities related to directors’ litigation |
The
provision for liabilities related to directors’ litigation of $
| (3) | Professional service fees payable – Bitcoin transaction |
The
professional service fees payable of $
| 21 |
4.11 TAX PAYABLE
As
of June 30, 2026 and September 30, 2025, taxes payable amounted to $
June 30, 2026 | September 30, 2025 | |||||||
| Accrued sales taxes payable | $ | $ | ||||||
| Other tax payable | ||||||||
| Total | ||||||||
4.12 OPERATING EXPENSES
For
the nine months ended June 30, 2026, the operating expenses were $
For
the nine months ended June 30, 2025, the operating expenses were $
4.13 OTHER INCOME
For
the nine months ended June 30, 2026, other income was $
For
the nine months ended June 30, 2025, the other income was $
4.14 OTHER EXPENSES
For
the nine months ended June 30, 2026, other expense was $
For
the nine months ended June 30, 2025, other expense totaled $
4.15 INCOME TAX
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. No asset or liability for unrecognized tax benefits was recorded as of June 30, 2026 or September 30, 2025.
United States
CIMG
Inc. and Wewin are incorporated in the United States and are subject to U.S. federal corporate income tax at a statutory rate of
Hong Kong
DZR
Tech Limited is incorporated in Hong Kong and is subject to Hong Kong Profits Tax under the two-tiered profits tax rates regime, whereby
the
| 22 |
People’s Republic of China
Beijing
Zhongyan, Henan Zhongyan, Beijing Xinmiao, Zhimeng, Beijing Shangyue, Zhixi Yunjie, Beijing Zhongsuan are incorporated in the
People’s Republic of China and are subject to enterprise income tax at a statutory rate of 25%. For small and low-profit
enterprises, taxable income is calculated at a reduced rate of
Schedule of Income Tax Expense (Benefit)
| Nine months ended June 30, 2026 | ||||
| Current income tax expense | $ | |||
| Deferred income tax expense | ||||
| Total income tax expense | ||||
| Reconciliation of Statutory Tax Benefit to Income Tax Expense | ||||
| Tax benefit at statutory U.S. federal rate (21%) | $ | ( | ) | |
| Effect of different tax rates applicable to subsidiaries | ||||
| Effect of unrecognized deductible temporary differences | ( | ) | ||
| Effect of tax loss carryforwards | ||||
| Income tax expense | $ | |||
5. GEOGRAPHIC CONCENTRATIONS
The
Company is organized based on fundamentally three business segments although it does sell its products on a world-wide basis. The Company
is organized in
Geographic Concentration:
| Net Revenue: | Nine months ended June 30, 2026 | Nine months ended June 30, 2025 | ||||||
| P.R.C. | $ | $ | ||||||
| Property and equipment, net: | June 30, 2026 | September 30, 2025 | ||||||
| P.R.C. | $ | $ | ||||||
6. SEGMENT INFORMATION
FASB ASC Topic 280, “Segment Reporting” (“ASC 280”) establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management derived reportable segments based on business lines.
As of June 30, 2026, the Company currently has the following reportable segments: Homology of Medicine and Food Series, Computing Power Product Series, Maca Product Series and others.
| Nine months ended June 30, 2026 | ||||||||||||||||||||
| Business Line | Others | |||||||||||||||||||
| Homology of Medicine and Food | Computing Power Product | Maca Product | Unallocated Headquarter | |||||||||||||||||
| Series | Series | Series | Costs | Total | ||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross profit | ( | ) | ( | ) | ||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Fair value variation | ( | ) | ( | ) | ||||||||||||||||
| Gain on disposal of subsidiary | ||||||||||||||||||||
| Other income | ||||||||||||||||||||
| Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Segment Loss | $ | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| 23 |
7. RELATED PARTY BALANCES AND TRANSACTIONS
As of June 30, 2026, the Company had the following major related party transactions:
| Name of related parties | Relationship with Company | |
| Shengqing Li | ||
| Wenlong Tong | ||
| Wenwen Yu | ||
| Yujie Liu | ||
| Yanli Hou | ||
| Xujia Liu | ||
| YY Tech Inc. | ||
| VMADE CO.,LIMITED | ||
| DYT INFO PTE. LTD. | ||
| RR Digital Tech Ltd | ||
| Joyer investment Limited | ||
| Social e-commerce Co., Ltd | ||
| Easygo Business Co., Ltd | ||
| JOYERTECH AND INFORMATION | ||
| Dada Business Trading Co., Limited |
(a) Significant transactions with related parties
| Name of related parties | Related party transactions | Nine months ended June 30, 2026 | ||||
| Shengqing Li | $ | |||||
| Xujia Liu | ||||||
| Yanli Hou | ||||||
| YY Tech Inc. | ||||||
| VMADE CO.,LIMITED | ||||||
| DYT INFO PTE. LTD. | ||||||
| RR Digital Tech Ltd. | ||||||
| Joyer investment Limited | ||||||
| Social e-commerce Co., Ltd | ||||||
| Easygo Business Co., Ltd | ||||||
| JOYERTECH AND INFORMATION | ||||||
| Dada Business Trading Co., Limited | ||||||
| Wenwen Yu | ||||||
| Wenlong Tong | ||||||
Nature of Related Party Transactions
As of June 30, 2026, the Company and its subsidiaries entered into certain transactions with related parties in its ordinary course of business. These transactions primarily consisted of advances made by related parties to settle operating and administrative expenses on behalf of the Company’s subsidiaries, as well as financing arrangements entered into with related parties.
Except as otherwise disclosed, all advances from or to related parties were unsecured, non-interest bearing, and had no fixed repayment terms. Management believes that the terms of these transactions are not materially different from those that could have been obtained from independent third parties under similar circumstances.
| 24 |
(b) Balances with related parties
| June 30, 2026 | ||||
| Wenwen Yu | $ | |||
| Wenlong Tong | ||||
| Total amounts due from related parties | ||||
| Shengqing Li | $ | |||
| Wenwen Yu | ||||
| Yujie Liu | ||||
| Dada Business Trading Co., Limited | ||||
| YY Tech Inc. | ||||
| Wenlong Tong | ||||
| Yanli Hou | ||||
| Xujia Liu | ||||
| VMADE CO.,LIMITED | ||||
| DYT INFO PTE. LTD. | ||||
| RR Digital Tech Ltd. | ||||
| Joyer investment Limited | ||||
| Social e-commerce Co., Ltd | ||||
| JOYERTECH AND INFORMATION | ||||
| Easygo Business Co., Ltd | ||||
| Total amounts due to related parties | ||||
The amounts due from and due to related parties primarily arose from payments made on behalf of the Company or its subsidiaries for operating, administrative, and legal expenses, as well as advances and settlements in the ordinary course of business. Such balances are recorded at their original amounts, which approximate fair value due to their short-term nature.
As of the date of issuance of these financial statements, management does not expect any material credit losses in respect of amounts due from related parties.
8. ISSUANCE OF EQUITY SECURITIES
On
December 5, 2025, the Company effected a
| Date | Transaction type | Description | Shares issued | Cash/consideration ($) | ||||||||
| February 11, 2026 | Convertible Note Purchase Agreement (From 8-K filed February 17, 2026, Form 8-K filed on March 25, 2026) | On February 11, 2026, the Company entered into a convertible note and warrant purchase agreement with certain investors, pursuant to which the Company issued warrants to purchase shares of Common Stock. On February 13, 2026, the Company completed the initial closing and issued Notes in the aggregate principal amount of $ On May 30, 2026, the Company issued the shares to these investors. | $ | |||||||||
| Total | ||||||||||||
(2) For the nine months ended June 30, 2026, the Common stock compensation was as follows:
| Date | Transaction type | Description | Shares issued | Cash/consideration ($) | ||||||||
| November 21, 2025. | (From S-8 filed November 21, 2025) |
Issued under the Company’s Registration Statement on Form S-8, which registers shares of Common Stock issuable under the Company’s 2026 Equity Incentive Plan (the “2026 Plan”).
|
$ | |||||||||
| Total | ||||||||||||
(3) For the nine months ended June 30, 2026, the issuance due to the private placement was as follows:
| Date | Transaction type | Description | Shares issued | Cash/consideration ($) | ||||||||
| June 23, 2026 | (Form 8-K filed on June 23, 2026) | On June 17, 2026, the Company entered into securities purchase agreements with certain non-U.S. investors, pursuant to which the Company agreed to issue and sell, in one or more closings, units of the Company’s securities (the “Units”), with each Unit consisting of one share of the Company’s common stock, par value $ per share, and one warrant to purchase one share of Common Stock, at a purchase price of $ per Unit. On June 22, 2026, the Company issued an aggregate of shares of Common Stock. | $ | |||||||||
| Total | ||||||||||||
| 25 |
Restricted Stock Awards
On February 27, 2026, 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 Agreement amended and restated in its entirety that certain Equity Transfer Agreement, dated February 11, 2026, by and between the Seller and the Purchaser. Pursuant to the A&R Equity Transfer Agreement, the Seller will sell to the Purchaser 100 ordinary shares of the Target, representing 100% of the issued and outstanding ordinary shares of the Target, for a purchase price of zero cash consideration (the “Acquisition”). On March 10, 2026, the Company and each of Dundas Technology Limited and Kellyview Investment Limited, each a Hong Kong company and a designee of the Seller pursuant to the terms of the A&R Equity Transfer Agreement, entered into a separate performance share issuance agreement, pursuant to which the Company shall issue to Dundas Technology Limited and Kellyview Investment Limited, on or before April 10, 2026, in the aggregate up to shares of the Company’s Common Stock, par value $ per share (the “Award Shares”), with one-half of the Award Shares to be issued to Dundas Technology Limited and one-half to Kellyview Investment Limited, as a post-closing, performance-based equity award with respect to the Target. On March 12, 2026, the Company issued shares of Common Stock to Dundas Technology Limited and shares of Common Stock to Kellyview Investment Limited. Such shares will be subject to transfer restrictions and will be eligible for leak-out in installments only upon the achievement of specified audited revenue targets of the Target during performance periods beginning on April 1, 2026 and ending on September 30, 2029. The revenue targets are denominated in Renminbi and increase over successive performance periods. Any such shares that are not eligible to leak out on or prior to the applicable deadline set forth in the performance share issuance agreements shall be forfeited and cancelled for no consideration.
Grants to Independent Directors
No restricted stock awards were granted to the Company’s independent board members during the nine months ended June 30, 2026.
Forfeiture of Restricted Shares
For the nine months ended June 30, 2026, no restricted stock awards were forfeited.
Common Stock Issued for Services
The Company did not issue any shares of Common Stock in exchange for services during the nine months ended June 30, 2026.
Exercise of Stock Options and Warrants
No stock options were exercised during the nine months ended June 30, 2026.
For additional information regarding the warrants and the shares of Common Stock issued upon exercise thereof, see Note 9—Stock Options and Warrants.
STOCK OPTIONS
During the nine months ended June 30, 2026 and 2025, the Company granted no new stock options.
During the same period, stock options were forfeited or expired as a result of employee terminations, expiration of option terms, or performance conditions not being met.
WARRANTS
The Company has issued warrants to purchase shares of Common Stock in connection with equity financings and convertible note transactions. The following disclosures summarize warrant issuances, exercises, and outstanding balances for the periods presented.
All share and per-share amounts, including exercise prices and number of warrants, have been retroactively adjusted to reflect the Reverse Stock Split on December 5, 2025.
Significant warrant transactions
On
April 27, 2024, the Company entered into a convertible note and warrant purchase agreement with certain investors, pursuant to which
the Company issued warrants to purchase shares of Common Stock. On October 18, 2024, holders of such warrants exercised a portion of
the warrants on a cashless basis, resulting in the issuance of
| 26 |
On
January 16, 2025 and January 17, 2025, the Company issued an aggregate of warrants to purchase Common Stock at an exercise
price of $
On
February 11, 2026, the Company entered into a convertible note and warrant purchase agreement (the “February Purchase Agreement”)
with certain investors (the “February Investors”). On February 13, 2026, the Company completed the initial closing under
the February Purchase Agreement (the “February Initial Closing”) and issued convertible promissory notes in the aggregate
principal amount of $
On
June 17, 2026, the Company entered into securities purchase agreements (collectively, the “June Purchase Agreements”) with
certain non-U.S. investors (collectively, the “June Investors”), pursuant to which the Company agreed to issue and sell,
in one or more closings, units of the Company’s securities (the “June Units”). Each June Unit consisted of one share
of the Common Stock and one warrant to purchase one share of Common Stock (a “June Warrant” and, collectively, the “June
Warrants”), at a purchase price of $
On
June 23, 2026, the Company issued and sold an aggregate of June Units to the June Investors for aggregate consideration of
approximately $
The following table summarizes warrant activity for the nine months ended June 30, 2026:
(Retroactively adjusted for Reverse Stock Split)
| Number of Shares Issuable | Weighted Average Exercise Price | Weighted Average Remaining Life (years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding as of September 30, 2025 | $ | $ | ||||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired | - | - | ||||||||||||||
| Outstanding as of June 30, 2026 | $ | |||||||||||||||
| Exercisable as of June 30, 2026 | $ | $ | ||||||||||||||
Reverse Stock Split
On
December 2, 2025, the Company filed a Certificate of Change to its Articles of Incorporation with the Secretary of State of the State
of Nevada to effect a
10. CONTINGENCIES
The Kim Litigation
On
October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485)
(the “Kim Complaint”). The Kim Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement,
dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding
Mr. Kim from the S-1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s
shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director,
as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement,
and monetary damages in the amount of $
The Ex-Directors Lawsuit
On
March 10, 2025, the following former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively,
the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case
No. 25CU012922N) (the “Ex-Directors Complaint”). The Ex-Directors Complaint alleges the Company failed to pay directors’
fees and expenses from the last quarter the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended
September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied
covenant of good faith and fair dealing, and unfair business practices.
11. SUBSEQUENT EVENTS
The Company evaluated subsequent events from June 30, 2026, the date of these unaudited interim condensed consolidated financial statements, August 13 2026, which represents the date the condensed consolidated financial statements were issued, and concluded that no events have occurred that would require recognition or disclosure in these unaudited interim condensed consolidated financial statements except for the following:
On July 24, 2026, the SEC issued an order establishing a briefing schedule in connection with the Company’s petition for review of Nasdaq’s delisting determination. For more information, please refer to “Nasdaq Listing Deficiency” under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This Report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.
The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.
Overview
CIMG is a company incorporated in Nevada and has been listed on Nasdaq since June 2020. We were formerly known as “Nuzee, Inc.” with a previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG” in October 2024. We previously focused on specialty coffee and related technologies, but we are now expanding our sales and distribution channels in Asia to provide a wider variety of healthy foods to Asian customers. We also help our customers and distributors maximize user growth and product sales through AI computing technology. These AI services have supported our expansion in Asia.
Since July 2024, we have been undergoing a transformation in digital marketing, distribution, and sales. As part of this transformation, we have expanded our sales and distribution network to include Maca-enhanced food and beverages, reaffirming our commitment to reshaping the online marketing, sales, and distribution landscape for consumer products.
Maca, a plant in the Brassicaceae family that originated in South America, has oval leaves and a root that resembles a small round radish. It is edible and is widely regarded as a natural “superfood” Maca is rich in nutrients and is believed to nourish and strengthen the human body, and it is often referred to as “South American ginseng”. The primary cultivation regions for Maca include the Andes Mountains in South America and the Jade Dragon Snow Mountain area in Lijiang, Yunnan, China.
We have secured exclusive distribution and sales rights in Asia for a three-year term for “Kangduoyuan” brand Maca products. The product portfolio under this agreement includes Maca Peptide Coffee, Maca-Noni, Maca Wine, Maca Purified Powder, and other Maca-related offerings. We promote these products through a digital marketing strategy and online sales channels, which has supported our Maca series growth.
Since July 2024, we launched the “Homology of Medicine and Food” series including exosome eye drops and other health and wellness products. The Homology of Medicine and Food Series is guided by traditional Chinese medicine theory, incorporates modern nutritional principles to identify the functional attributes of certain foods and food-derived ingredients. We are committed to providing healthier and more suitable health and wellness products for Asian customers. The launch of the new product effectively contributed to the growth of our sales.
We source, market, and distribute health and wellness products, including Maca-based dietary supplements, functional foods, and beauty products. We leverage technology and data-driven marketing tools to support product promotion and sales. We are committed to providing high-quality products with a focus on responsible and sustainable sourcing to consumers seeking to enhance their health and wellness. We sell our products through online channels and a network of retail partners, including grocery stores, convenience stores, and vending machines.
Since September 2025, we launched the “Computing Power Product” series. We provide customers with hardware devices, such as GPUs integrated with artificial intelligence data-processing modules. These modules are embedded in the GPUs and tailored to the characteristics and needs of each industry. The modules enable industry-specific data learning, helping applications develop more accurate data-processing patterns, and intelligently complete operational tasks. We primarily sell these products to business customers, who then integrate them into their own servers, core processors, and other computing infrastructure and deliver solutions to their end users. We continuously refine our artificial intelligence data-processing templates and enhance the learning capabilities of the modules to deliver more accurate intelligent services across a broad range of industries.
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The diagram below is our corporate structure as of the date of this Report.
Our sources of revenue
(i) The Maca Series
In the fourth quarter of the fiscal year ended September 30, 2024, we launched our health-focused product line in Asia, the Maca Series. Maca, a plant native to South America and a member of the Brassicaceae family, is known for its nutritional value and adaptogenic properties. Often referred to as “South American ginseng,” Maca is prized for its ability to support stamina, vitality, and overall wellness. It is primarily cultivated in the Andes Mountains in South America, and Jade Dragon Snow Mountain in Yunnan Province, China.
As of the date of this Report, our Maca Series product line includes Maca Peptide Coffee, Maca-Noni, Maca Purified Powder, and Maca Wine. Each product features green purification factors derived from the Maca plant, resulting in a natural and clean composition.
Maca Peptide Coffee
Our Maca Peptide Coffee is characterized by a strong yet smooth, non-bitter taste with a subtle fruity aroma. It is medium-roasted and contains no added sugar, preserving its original flavor profile. The primary ingredients include Maca peptide, yellow essence, and Malaysian white coffee. In our formulation, coffee is added mainly to enhance flavor and provide a familiar coffee taste, while the functional attributes are derived primarily from Maca and yellow essence.
We use high-quality Maca grown at altitudes of no less than 3,200 meters, with an average yield of approximately 70 kilograms per mu. The Maca is cultivated without the use of pesticides, fertilizers, or growth enhancers. To maximize potency, harvesting occurs only after the leaves have turned brown, which is intended to ensure the effectiveness of the raw material.
Maca-Noni
Maca-Noni is a Maca-enhanced, plant-based energy drink that is intended for consumption scenarios similar to those of traditional energy drinks, such as Red Bull. It is positioned as a plant-based beverage alternative to traditional energy drinks and is marketed for general lifestyle consumption. Unlike traditional energy drinks, Maca-Noni is primarily made from Maca extracts and does not contain caffeine. As a result, it is positioned as a healthier alternative to conventional energy drinks, and long-term consumption may offer additional wellness benefits.
The initial batch of Maca-Noni plant-based energy drinks is offered in 250 ml cans, with packaging designed to appeal to younger consumers. The packaging adopts a “professional role” design concept, incorporating representations of 66 professions and 132 facial expressions drawn from target consumer groups, including drivers, workers, students, athletes, fitness enthusiasts, lawyers, doctors, live streamers, and e-commerce operators, adding emotional engagement and storytelling elements to the product.
We emphasize quality, sustainability, and transparency in the sourcing and production of our Maca. Our Maca is primarily sourced from Yunnan, China, where it is cultivated in high-altitude regions that are favorable for Maca growth. We work closely with Jiangsu Kangduoyuan Beverage Co., Ltd. to promote sustainable sourcing practices and fair-trade standards.
Maca Purified Powder
Maca Purified Powder is positioned as a nutritional supplement and contains protein, amino acids, polysaccharides, minerals, and certain bioactive compounds, such as Macamides and Macalenes. These components are commonly associated with general nutritional support. The product is formulated using natural ingredients and is marketed as part of a balanced diet and healthy lifestyle. In addition, antioxidant-related components are commonly associated with supporting overall wellness and skin condition. We do not make medical claims or offer medical products.
We currently distribute our Maca Series products primarily through wholesale channels, supplying grocery stores, convenience stores, and vending machine operators. Going forward, we plan to expand our retail operations and leverage digital technologies to enhance marketing effectiveness and diversify our sales models. Our distribution network spans both online platforms and offline points of sale.
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Our commitment extends beyond product quality to brand presentation and packaging design. We focus on creating packaging that resonates with professionals across various industries, making our products more personalized, youthful, and distinctive. For example, Maca-Noni is a newer addition to our functional beverage offerings, combining health-focused branding with an updated and innovative design.
Maca Wine is an alcoholic beverage formulated with Maca and is marketed as a specialty wellness-oriented product with a distinctive flavor profile. It is positioned for social and family dining occasions, where it is consumed as part of meals and gatherings. The product is promoted for its taste characteristics and its association with traditional wellness concepts.
Maca Wine is inspired by traditional dietary and wellness practices and is marketed as a daily wellness beverage when consumed in moderation. It is not intended to diagnose, treat, cure, or prevent any disease. Moderate consumption is promoted as part of a balanced lifestyle. We do not make medical claims with respect to Maca Wine or any of our products.
(ii) The Homology of Medicine and Food Series
In the fourth quarter of 2025, we expanded our product offerings in Asia to include The Homology of Medicine and Food Series, including exosome eye drops, and other health and wellness products. We expanded our sales channels and diversified our product portfolio through the acquisition of subsidiaries, enabling us to offer Asian customers a broader range of health and wellness products The Homology of Medicine and Food Series is guided by traditional Chinese medicine theory, incorporates modern nutritional principles to identify the functional attributes of certain foods and food-derived ingredients. We do not offer medical products or provide medical advice; rather, we are committed to providing healthier and more suitable health and wellness products for Asian customers.
We currently distribute our Homology of Medicine and Food Series products through wholesale channels. Looking ahead, we plan to expand into retail services and leverage digital technologies to optimize marketing strategies and diversify our sales models. Our distribution network already spans both online platforms and offline points of sale.
The exosome eye drops contributed the largest share of revenue among all Homology of Medicine and Food series products. The exosome eye drops are a type of soothing eye drops. Their core technology is derived from living cells of exosomes, and they do not contain hormones or antibiotics. The exosome eye drops have the effects of relieving fatigue, improving pseudo-myopia and reducing eye dryness. For users, exosome eye drops will be helpful in alleviating eye discomfort when spending long periods in front of electronic devices such as computers and mobile phones, and will contribute to protecting eye health.
(iii) Computing Power Product Series
We provide distributors and other business customers in Asia with hardware devices, such as GPUs integrated with artificial intelligence-enabled data-processing modules, together with data analytics and marketing support services. The data-processing modules are embedded in the GPUs and tailored to the characteristics of each industry. These modules provide industry-specific data learning capabilities, help applications develop more accurate data-processing patterns, and intelligently complete operational tasks.
Our Customers
Our customers include wholesale distributors, such as grocery stores, convenience stores, and vending machine operators.
Maca Series: We sell the Maca Series products to wholesale distributors, such as grocery stores, convenience stores, and vending machine operators.
The Homology of Medicine and Food Series: We sell the Homology of Medicine and Food Series products to wholesale distributors.
The Computing Power Product series: We sell hardware devices, such as GPUs embedded with artificial intelligence data-processing modules, to enterprise customers such as China Merchants Bank.
Our Suppliers
Our suppliers include raw material providers, finished product providers, and research and development service providers.
Maca Series: We purchase maca raw materials from raw material suppliers and entrust a third party to process them into maca series products for sale.
The Homology of Medicine and Food Series: In addition to acquiring subsidiaries to independently produce the Homology of Medicine and Food products, we also screen high-quality finished product providers to provide healthy and suitable products for Asian customers.
The Computing Power Product Series: In addition to independently developing core technologies, technology providers provide us with application services for computing power technology.
Nasdaq Listing Deficiency
On January 22, 2026, the Company received a letter from Nasdaq indicating that the Panel will consider an additional basis for the potential delisting of the Company’s securities from The Nasdaq Capital Market during the panel monitor period because the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended September 30, 2025. On February 13, 2026, the Company filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2025 with the SEC.
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On February 23, 2026, the Company received a letter from Nasdaq indicating that 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 “2025 1231 Form 10-Q”), as an additional basis for the potential delisting of the Company’s securities from The Nasdaq Capital Market during the Panel’s monitor period (in a decision letter dated December 4, 2025, the Panel imposed a Mandatory Panel Monitor with respect to the Company pursuant to Nasdaq Listing Rule 5815(d)(4)(B), which requires Nasdaq Staff to issue a delisting determination if the Company fails to maintain compliance during the monitoring period. The Mandatory Panel Monitor will remain in effect until November 14, 2026). On March 5, 2026, the Company filed the 2025 1231 Form 10-Q with the SEC.
On March 4, 2026, the Company received a written notice from Nasdaq that the Panel had determined to delist the Company’s 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 5620(a). Trading in the Company’s Common Stock on Nasdaq was suspended at the open of trading on March 6, 2026.
On March 6, 2026, the Company received a letter from the Department of Market Operations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), dated March 5, 2026, notifying the Company that the symbol “CIMG” had been assigned to the Common Stock for quotation in the OTC Markets. The Company’s Common Stock is currently quoted and traded on the OTC Markets under the symbol “CIMG.”
On May 26, 2026, the Listing Council affirmed the Panel’s decision to suspend and delist the Company’s Common Stock. On June 22, 2026, the Company filed an application with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 19(d)(2) of the Securities Exchange Act of 1934, as amended, requesting that the SEC review the Listing Council’s decision. The proceeding is captioned In the Matter of the Application of CIMG Inc. for Review of Action Taken by The Nasdaq Stock Market LLC, Administrative Proceeding File No. 3-22649.
On July 24, 2026, the SEC issued an order establishing a briefing schedule in the review proceeding. Pursuant to the order, the Company’s brief in support of its application for review is due on August 24, 2026, Nasdaq’s brief in opposition is due on September 23, 2026, and any reply brief is due on October 7, 2026. As of the date of this Report, the SEC review proceeding remains pending, and the SEC has not issued a decision on the merits of the Company’s application. There can be no assurance that the Company’s application for review will be successful or that the Company’s Common Stock will resume trading on Nasdaq.
Results of Operations (comparison of the three months ended June 30, 2026 and 2025)
Revenue
| Three months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Dollars | % | |||||||||||||
| Revenue | $ | 2,171,330 | $ | 61,578 | $ | 2,109,752 | 3426.15 | % | ||||||||
For the three months ended June 30, 2026, the Homology of Medicine and Food Series, Computing Power Product Series, and Maca Product Series generated revenues of $15,464, $2,046,930, and $108,936, accounting for 0.71%, 94.27%, and 5.02% of the total revenue. Our total revenue was $2,171,330 for the three months ended June 30, 2026 and it was $61,578 for the three months ended June 30, 2025. The significant increase in revenue was mainly due to the sale of maca inventory and the additional revenue generated by the new medical and food homology product series as well as the computing power product series.
Cost of sales and gross margin
| Three months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Dollars | % | |||||||||||||
| Cost of revenue | $ | 2,170,753 | $ | 56,445 | $ | 2,114,308 | 3745.78 | % | ||||||||
| Gross profit | 577 | $ | 5,133 | $ | (4556 | ) | (88.76 | )% | ||||||||
| Gross profit % | 0.03 | % | 8.34 | % | - | - | ||||||||||
For the three months ended June 30, 2026, cost of revenue was $2,170,753, compared to $56,445 for the three months ended June 30, 2025, representing an increase of $2,114,308, or 3,745.78%. The significant increase in cost of revenue was mainly due to the corresponding cost growth of the Maca series products and the inclusion of costs from the newly launched Homology of Medicine and Food Series and the Computing Power Product Series.
Gross profit for the three months ended June 30, 2026 was $577, a decrease of $4,556, or 88.76%, compared to $5,133 for the three months ended June 30, 2025. Gross profit margin decreased from 8.34% in the prior year period to 0.03% in the current period, primarily due to the rapid expansion of cost of revenue outpacing revenue growth.
Operating Expenses
| Three months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Dollars | % | |||||||||||||
| Operating Expenses | $ | 854,594 | $ | 1,117,290 | $ | (262,696 | ) | (23.51 | )% | |||||||
For the three months ended June 30, 2026, total operating expenses amounted to $854,594, compared to $1,117,290 for the three months ended June 30, 2025. The figure decreased by $262,696, representing a decline of 23.51%. This was mainly due to the decrease in sales and operating costs as well as professional expenses (including legal and consulting service fees).
Net Loss
| Three months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Dollars | % | |||||||||||||
| Net Loss | $ | 10,495,966 | $ | 1,068,242 | $ | 9,427,724 | 882.55 | % | ||||||||
For the three months ended June 30, 2026, we incurred a net loss of $10,495,966, compared to a net loss of $1,068,242 for the same period of 2025. The increase in net loss was $9,427,724, representing a growth rate of 882.55%. The decrease in the fair value of digital assets represented the most significant contributor to the net loss incurred in the current period.
Comparison of the nine months ended June 30, 2026 and 2025
Revenue
| Nine months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Dollars | % | |||||||||||||
| Revenue | $ | 21,155,117 | $ | 84,431 | $ | 21,070,686 | 24,956.10 | % | ||||||||
For the nine months ended June 30, 2026, total revenue was $21,155,117, compared to $84,431 for the nine months ended June 30, 2025, representing an increase of $21,070,686, or 24,956.10%. The significant increase in revenue was mainly due to the sale of maca inventory and the additional revenue generated by the new medical and food homology product series as well as the computing power product series.
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Cost of sales and gross margin
| Nine months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Dollars | % | |||||||||||||
| Cost of revenue | $ | 21,053,471 | $ | 63,819 | $ | 20,989,652 | 32,889.35 | % | ||||||||
| Gross profit | 101,646 | $ | 20,612 | $ | 81,034 | 393.14 | % | |||||||||
| Gross profit % | 0.48 | % | 24.41 | % | - | - | ||||||||||
For the nine months ended June 30, 2026, cost of revenue was $21,053,471, compared to $63,819 for the nine months ended June 30, 2025, representing an increase of $20,989,652, or 32,889.35%. The significant increase in the cost of revenue was mainly due to the corresponding cost growth of the Maca series products and the inclusion of the Homology of Medicine and Food Series and the Computing Power Product Series.
For the nine months ended June 30, 2026, the total gross profit reached $101,646, with a gross profit margin of 0.48%. In contrast, for the nine months ended June 30, 2025, the gross profit was $20,612, with a gross profit margin of 24.41%.
The decline in the gross profit margin was mainly due to the sale of the maca series at discounted prices and the increased proportion of revenue from the Homology of Medicine and Food Series and Computing Power Product Series.
Operating Expenses
| Nine months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Dollars | % | |||||||||||||
| Operating Expenses | $ | 4,272,374 | $ | 3,387,725 | $ | 884,649 | 26.11 | % | ||||||||
For the nine months ended June 30, 2026, the total operating expenses amounted to $4,272,374. For the nine months ended June 30, 2025, the total operating expenses amounted to $3,387,725. The figure increased by $884,649, a decrease of 26.11%. This is primarily due to increased personnel costs and professional fees (including legal and consulting service charges).
Net Loss
| Nine months ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | Dollars | % | |||||||||||||
| Net Loss | $ | 45,356,876 | $ | 2,990,047 | $ | 42,366,829 | 1416.93 | % | ||||||||
For the nine months ended June 30, 2026, we incurred a net loss of $45,356,876, compared to a net loss of $2,990,047 for the same period of 2025. The increase in net loss was $42,366,829, representing a growth rate of 1416.93%. The decrease in the fair value of digital assets represented the most significant contributor to the net loss incurred in the current period.
Liquidity and Capital Resources
Since our inception in 2011, we have incurred significant losses, and as of June 30, 2026, we had an accumulated deficit of approximately $132.59 million. We have not yet achieved profitability and anticipate that we will continue to incur significant sales and marketing expenses prior to recording sufficient revenue from our operations to offset these expenses. In the United States, we expect to incur additional losses because of the costs associated with operating as an exchange-listed public company. We are unable to predict the extent of any future losses or when we will become profitable, if at all.
As of the date of this Report, the Company has funded its operations primarily through proceeds from registered public offerings and private placements of its Common Stock. The Company’s principal uses of cash include funding operations, product commercialization and development activities, administrative support, and working capital requirements.
As of June 30, 2026, the Company had a cash balance of $5,397 and has incurred recurring net losses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of this Report.
Management has evaluated the Company’s ability to continue as a going concern by considering its current cash resources, the value of its digital assets, and its expected operating expenses over the next twelve months. Management’s plans to alleviate the conditions giving rise to substantial doubt include seeking additional funding through public or private equity financings, equity-linked instruments, or other capital-raising activities. The timing and availability of such funding are subject to market conditions and other factors, including the potential exercise of outstanding warrants by warrant holders.
There can be no assurance that such financing will be available on acceptable terms, or at all. Accordingly, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.
Summary of Cash Flows
| Nine Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash used in operating activities | $ | (10,350,362 | ) | $ | (11,233,693 | ) | ||
| Cash provided by (used in) investing activities | (267 | ) | 19,692 | |||||
| Cash provided by financing activities | $ | 10,293,075 | $ | 10,964,632 | ||||
| Effect of foreign exchange on cash | $ | (74,336 | ) | $ | (178,895 | ) | ||
| Net change in cash | $ | (131,890 | ) | $ | (428,264 | ) | ||
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Operating Activities
Net cash used in operating activities from continuing operations was $10,350,362 for the nine months ended June 30, 2026. The cash outflows were primarily related to purchases of digital assets and other professional expenses, including legal fees.
Net cash used in operating activities from continuing operations was $11,233,693 for the nine months ended June 30, 2025. The cash outflows were primarily related to purchases of raw materials and inventory, office rent, legal fees, and other professional expenses.
Investing Activities
Net cash used in investing activities totaled $267 for the nine months ended June 30, 2026, compared with net cash provided by investing activities of $19,692 in the corresponding 2025 period. The current period’s cash outflows from investing activities were primarily attributable to the disposal of subsidiaries, whereas the prior-year period’s cash inflows stemmed mainly from subsidiary acquisitions and the sale of property and equipment.
Financing Activities
Historically, we have funded our operations through the issuance of our equity securities.
Net cash provided by financing activities was $10,293,075 for the nine months ended June 30, 2026, primarily attributable to proceeds from issuances of Common Stock and cash exercises of warrants. For the nine months ended June 30, 2025, net cash provided by financing activities was $10,964,632, primarily attributable to proceeds from private placements and issuances of Common Stock.
Off-Balance Sheet Arrangements
As of June 30, 2026, we had no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements that have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). As discussed in “Note 2—Basis of Presentation and Summary of Significant Accounting Policies” to the Consolidated Financial Statements, the preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. U.S. GAAP provides the framework from which to make these estimates, assumptions and disclosures. We choose accounting policies within U.S. GAAP that management believes are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. Management regularly assesses these policies in light of current and forecasted economic conditions. See the “Note 2—Basis of Presentation and Summary of Significant Accounting Policies” to the Consolidated Financial Statements for a summary of our accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is collected and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company. In designing and evaluating our disclosure controls and procedures, management recognizes that no matter how well conceived and operated, disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2026, the end of the period covered by this Report (the “Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective, at the reasonable assurance level, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. We cannot assure you that the measures we have taken will be effective in mitigating or preventing significant deficiencies or material weaknesses in our internal control over financial reporting in the future.
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this Report based on the criteria for effective internal control described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2026.
As we are a non-accelerated filer, our independent registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting.
There were no changes in our internal control over financial reporting that occurred during the quarterly period ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Refer to “Note 10. Contingencies” in our Consolidated Financial Statements included in this Report.
Item 1A. RISK FACTORS
In addition to the other information set forth in this Report, you should carefully consider the risk factors discussed in “Item 1A—Risk Factors” in our Annual Report on Form 10-K, filed with the SEC on February 13, 2026, as well as the risk factors included in our Registration Statement on Form S-1, as amended, most recently filed with the SEC on June 12, 2026 (File No. 333-294624), which could affect our business, financial condition, or operating results. The risks described in our annual, quarterly, and registration statement filings with the SEC are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, or operating results. For the three months ended June 30, 2026, we were not aware of any new and additional risk factors that were not previously disclosed.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) During the quarter ended June 30, 2026, the Company completed the following unregistered issuances of its equity securities:
On February 11, 2026, the Company entered into a convertible note and warrant purchase agreement (the “February Purchase Agreement”) with certain non-U.S. investors (the “February Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of up to $5,000,000 (the “February Notes”) and warrants to purchase shares of the Company’s Common Stock (the “February Warrants”) in reliance on Regulation S as an exemption from registration (the “February Transaction”). The February Purchase Agreement originally contemplated two tranches, consisting of (i) an initial tranche in the aggregate principal amount of $1,600,000 and (ii) a second tranche in the aggregate principal amount of $3,400,000. The February Notes issued in the first tranche bear interest at an annual rate of 7% and have a maturity date of August 12, 2027. On February 13, 2026, the Company completed the initial closing and issued February Notes and the February Warrants in the aggregate principal amount of $1,600,000 to the February Investors. On March 21, 2026, the Company entered into an Amended and Restated Convertible Note and Warrant Purchase Agreement (the “February A&R Purchase Agreement”) with the February Investors, pursuant to which the parties amended and restated the February Purchase Agreement. In connection with the amendment, the parties agreed to cancel the second closing contemplated under the February Purchase Agreement, and the Company issued amendments to the February Notes (collectively, the “February Note Amendments”) and amended and restated warrants in replacement of the February Warrants (collectively, the “February A&R Warrants”) to the February Investors. The February Notes, as amended by the February Note Amendments, include a conversion price floor of $0.10 per share, and the February A&R Warrants are exercisable for cash only at an exercise price of $0.015 per share. The Company also agreed to file a registration statement covering the resale of the shares issuable upon conversion of the February Notes, as amended by the February Note Amendments, and exercise of the February A&R Warrants.
On May 30, 2026, following receipt of the requisite stockholder approval, the February Investors converted all outstanding principal and accrued and unpaid interest under the February Notes, as amended by the February Note Amendments, at a conversion price of $0.10 per share. In connection with the conversion, the Company issued an aggregate of 16,329,776 shares of Common Stock to the February Investors. The Company did not receive any cash proceeds from the conversion; the shares were issued in satisfaction of approximately $1,632,978 of outstanding indebtedness under the February Notes, as amended by the February Note Amendments. Also on May 30, 2026, the February Investors exercised the February A&R Warrants in full for cash at an exercise price of $0.015 per share. Upon exercise of the February A&R Warrants, the Company issued an aggregate of 16,000,000 shares of Common Stock to the February Investors and received aggregate gross proceeds of $240,000.
The shares of Common Stock issued upon conversion of the February Notes, as amended by the February Note Amendments, and exercise of the February A&R Warrants were issued to non-U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act of 1933, as amended. The shares were not registered under the Securities Act and are subject to applicable restrictions on transfer.
(b) None.
(c) None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
During
the three months ended June 30, 2026, none of the Company’s directors or officers, as defined in Section 16 of the Securities Exchange
Act of 1934,
On August 11, 2026, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that the Nasdaq Board of Directors had declined to call for review of the May 26, 2026 decision of the Nasdaq Listing and Hearing Review Council (the “Listing Council”). Accordingly, pursuant to Nasdaq Rule 5820(e)(6), the Listing Council’s decision represents Nasdaq’s final action in the matter. Nasdaq further informed the Company that it will follow the procedures set forth in Nasdaq Rule 5830 and SEC Rule 12d2-2 to remove the Company’s securities from listing. As previously disclosed, the Company has sought review of Nasdaq’s delisting determination by the SEC pursuant to Section 19(d)(2) of the Securities Exchange Act of 1934, as amended.
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Item 6. EXHIBITS
| 35 |
| * | Filed herewith. |
| ** | Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
| 36 |
SIGNATURES
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 hereunto duly authorized.
| CIMG INC. | ||
| Date: August 13, 2026 | By: | /s/ Jianshuang Wang |
| Jianshuang Wang | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Feng Tian | |
| Feng Tian | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
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