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CIMG Inc. is registering up to 900,000,000 Units, each with one common share and one warrant, at $0.015 per Unit for an initial Bitcoin-funded primary offering of about $13,500,000. A parallel resale prospectus covers up to 43,000,000 existing shares for selling stockholders.
The Securities Purchase Agreement contemplates up to 43,333,333,333 Units and aggregate gross proceeds of up to $650,000,000 across potential future closings, subject to increasing authorized shares. CIMG plans to hold much of the Bitcoin it receives as treasury assets, while retaining flexibility to convert to U.S. dollars for corporate needs.
The company highlights significant risks: heavy reliance on new Maca-based and computing-power product lines, customer and supplier concentration, extensive operations in Hong Kong and mainland China with evolving PRC and CSRC oversight, HFCAA-related audit and delisting concerns, and prior Nasdaq compliance issues that have already led to a move to OTC trading.
CIMG Inc. filed an amended convertible note and warrant agreement after its common stock was suspended from trading on Nasdaq and moved to the OTC market. The new deal cancels a planned second closing, adds a $0.10 per-share floor to the note conversion price, and sets A&R warrants exercisable for cash at $0.015 per share, subject to adjustment. CIMG also agreed to file a Form S-1 to register resales of shares issuable from the amended notes and A&R warrants.
Separately, CIMG reported strong growth for the quarter ended December 31, 2025. Total revenue was $15,768,796, up from $22,853 a year earlier, reflecting early contributions from medicine-food homology products and computing power solutions. As of December 31, 2025, the company held 730 Bitcoins with a carrying value of $63,978,821 and reported book value per share of about $3.6. Management highlighted continued business transformation in Asia, new computing power contracts including China Merchants Bank, recent acquisitions in China, and ongoing efforts to address Nasdaq listing compliance and pursue additional financing.
CIMG Inc. filed an amended quarterly report for the quarter ended December 31, 2025 to add a full Management’s Discussion and Analysis section; the underlying financial statements are unchanged.
The company generated revenues of $15,768,796, all from China, versus $22,853 a year earlier, but reported a gross profit of only $87,416 and an operating loss of $1,992,573. A fair value loss of $17,502,596 on Bitcoin holdings drove a net loss attributable to CIMG of $19,443,692, or $1.43 per share. As of December 31, 2025, CIMG held 730 Bitcoin valued at $63,978,821, while cash was $45,356.
Management discloses recurring losses, negative operating cash flow, a working capital deficit of $7,493,110 and states there is substantial doubt about the company’s ability to continue as a going concern without immediate additional financing. During the quarter, CIMG completed a 1‑for‑20 reverse stock split, converted all outstanding convertible notes into equity, and issued new shares via private placements and stock compensation. Subsequent events include a new $5,000,000 convertible note facility, issuance of up to 74,487,896 performance-based shares for an acquisition, a Nasdaq decision to delist the stock for multiple listing rule deficiencies, a charter amendment increasing authorized Common Stock to 2,000,000,000 shares, and a $222,062.28 court judgment in favor of former directors for unpaid fees.
CIMG Inc. amended its Articles of Incorporation on March 5, 2026 to increase the number of authorized common shares from 600,000,000 to 2,000,000,000, each with a par value of $0.00001.
The increase in authorized shares had been approved by the board and by holders of a majority of the company’s outstanding voting power through written consent on December 24, 2025. An Information Statement on Schedule 14C describing this change and related matters was filed with the SEC on January 9, 2026.