UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 21, 2025, CIMG Inc., a Nevada corporation (the “Company”), entered into a convertible note purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $4,000,000 (the “Notes”) in reliance on the registration exemptions of Regulation S.
The Notes bear interest at an annual rate of 7% and have a maturity date of August 31, 2026. The sale and purchase of the Notes shall take place at a closing (the “Closing”) to be held on September 5, 2025 (the “Closing Date”) following the satisfaction of all conditions precedent. The Notes shall be convertible into shares of common stock of the Company, at a conversion price of $0.24 per shares, subject to adjustment in accordance with the Notes.
The foregoing description of the Purchase Agreement, and the Notes, does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, and the form of the Notes, which are attached hereto as Exhibits 10.1, and 10. , respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Convertible Note Purchase Agreement dated August 21, 2025 | |
| 10.2 | Form of Convertible Promissory Note | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CIMG Inc. | ||
| Dated: August 26, 2025 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer | |