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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The
|
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. Yes ☐
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). Yes ☐
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 September 17, 2025, there were shares of the registrant’s Common Stock outstanding.
Explanation Note
This Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Original Filing”), filed with the Securities and Exchange Commission on September 24, 2025, is being filed solely to amend Part I of the Original Filing in order to include additional disclosures that were inadvertently omitted from the Original Filing.
Specifically, this Amendment includes Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as Items 3 and 4 of Part I (Quantitative and Qualitative Disclosures About Market Risk and Controls and Procedures, respectively), which were omitted in the Original Filing.
Except as described above, this Amendment does not modify or update any other disclosures presented in the Original Filing, including the Company’s financial statements. This Amendment does not reflect events occurring after the date of the Original Filing, nor does it modify or update any forward-looking statements contained therein.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment sets forth the complete text of the affected Items as amended. New certifications of the Principal Executive Officer and Principal Financial Officer are also filed as exhibits hereto.
CIMG INC.
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated by reference contain “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will or will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
| ● | our plans to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our products, provide our co-packing services, and to continue as a going concern; | |
| ● | our expectation that our existing capital resources will be sufficient to fund our operations for at least the next three months and our expectation to need additional capital to fund our planned operations beyond that; | |
| ● | the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; | |
| ● | our expectations regarding our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market; | |
| ● | 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 evolving coffee preferences of coffee consumers in North America and East Asia; | |
| ● | the size and growth of the markets for our products and co-packing services; | |
| ● | our ability to compete with companies producing similar products or providing similar co-packing services; | |
| ● | our ability to successfully achieve the anticipated results of strategic transactions; | |
| ● | our expectation regarding our future co-packing revenues; | |
| ● | our ability to develop or offer innovative new products and services, and expand our co-packing services to other products that are complementary to our current single serve coffee product offerings; | |
| ● | our expectations regarding additional manufacturing, coffee roasting and co-packing capabilities to be provided through our manufacturing partners, as well as our manufacturing partners’ ability to successfully facilitate distribution efforts; | |
| ● | our reliance on third-party roasters or manufacturing partners to roast coffee beans necessary to manufacture our products and to fulfill every aspect of our co-packing services; | |
| ● | regulatory developments in the U.S. and in non-U.S. countries; | |
| ● | our ability to retain key management, sales and marketing personnel; | |
| ● | 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 offering. | |
| ● | other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as applicable. |
Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented herein.
| 1 |
Item 1. Financial Statements
CIMG Inc.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| March 31, | September 30, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash & cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Assets Held for Sale-Current | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset - operating lease | ||||||||
| Intangible assets, net | ||||||||
| 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 Notes | ||||||||
| Convertible Note-related party | ||||||||
| Other payables-related party | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity: | ||||||||
| and shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Subscription receivable | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity of the Company | ( | ) | ||||||
| Non-controlling interests | ( | ) | ||||||
| Total stockholders’ equity | ( | ) | ||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 2 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Six Months Ended March 31, 2025 |
Six Months Ended March 31, 2024 |
|||||||||||||
| Revenues, net | $ | $ | $ | | $ | |
||||||||||
| Cost of sales | ( | ) | ( | ) | ( |
) | ||||||||||
| Gross profit(loss) | ( | ) | ( |
) | ||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( |
) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( |
) | ||||||||
| Other income | ||||||||||||||||
| Loss from equity method investment | ( | ) | ( |
) | ||||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( |
) | ||||||||
| Loss on acquisition | ( | ) | ( | ) | ||||||||||||
| Interest expense, net | ( | ) | ( |
) | ||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( |
) | ||||||||
| Losses caused by the termination of business | ( | ) | ( |
) | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $( |
) | |||||
| 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 unaudited consolidated financial statements.
*The discrepancy in financial data as of March 31, 2024 is due to the split of discontinued operations. (Refer to “Note 6. Discontinued operations”)
| 3 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation | ( | ) | ||||||
| Total other comprehensive income net of tax | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
Six Months Ended March 31, 2025 | Six Months Ended March 31, 2024 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation | ( | ) | ||||||
| Total other comprehensive income net of tax | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| 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 | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Non-controlling interests | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance March 31, 2025 | ( |
) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Common Stock | Additional paid-in | Accumulated | Accumulated Other Comprehensive | |||||||||||||||||||||
| Shares | Amount | capital | deficit | income | Total | |||||||||||||||||||
| Balance September 30, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||
| Stock option expense | - | |||||||||||||||||||||||
| Issued private placement | ||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock option expense | - | |||||||||||||||||||||||
| Issued private placement | ||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months
Ended | Six Months Ended | |||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Operating activities: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Losses caused by the termination of business | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Noncash lease expense | ||||||||
| Stock option expense | ||||||||
| Common stock compensation | ||||||||
| Loss from equity method investment | ||||||||
| Loss on acquisition | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ||||||||
| Other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Deferred income | ( | ) | ||||||
| Lease liability – operating lease | ( | ) | ( | ) | ||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Other non-current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Discontinued Operations: | ||||||||
| Interest income(expense), net | ||||||||
| Depreciation from discontinued operations | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Cash flows generated from discontinued business operations | ||||||||
| Investing activities: | ||||||||
| Purchase of equipment | ( | ) | ||||||
| Proceeds from disposal of equipment | ||||||||
| Cash received from the acquisition of subsidiaries | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| Proceeds from loans | ( | ) | ||||||
| Repayment of loans | ( | ) | ||||||
| Repayment of finance lease | ( | ) | ||||||
| Borrowings from loans | ||||||||
| Proceeds from sales of future receipts | ||||||||
| Proceeds from equipment finance | ||||||||
| Proceeds from private placement | ||||||||
| Proceeds from issuance of common stock, ATM offering, net of issuance cost | ||||||||
| Proceeds from exercise of options | ||||||||
| 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 unaudited consolidated financial statements.
| 6 |
CIMG Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2025
1. ORGANIZATION
CIMG Inc. is a company incorporated in Nevada and 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 are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.
CIMG, our holding company, or DZR Tech, its subsidiary incorporated in Hong Kong, or Wewin, our subsidiary incorporated in Florida, may transfer cash to our PRC subsidiaries, Beijing Zhongyan, through capital injections and intra-group loans.
On
March 10, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan”), CIMG Inc.’s wholly-owned subsidiary, entered into
a Business Cooperation Intent Agreement (the “Agreement”) with Shanghai Huomao Cultural Development Co., Ltd. (“Huomao”).
Pursuant to the Agreement, the three shareholders of Huomao intend to transfer an aggregate of
On March 21, 2025, Zhongyan Shangyue Technology Co., Ltd. established a wholly-owned subsidiary, Henan Zhongyan Shangyue Technology Co. Ltd.
On
March 27, 2025, Zhongyan Shangyue Technology Co., Ltd. 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 March 31, 2025, the Company completed its acquisition of Beijing Xilin, along with the necessary business registration updates in China.
On April 22, 2025, the Company completed its acquisition of Shanghai Huomao, along with the necessary business registration updates in China.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The accompanying unaudited consolidated financial statements of CIMG, Inc. and subsidiaries (“the Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. However, the results of operations included in such financial statements may not necessarily be indicative of future or annual results.
Principles of Consolidation
The Company prepares its financial statements on the basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation.
Basic earnings per common share is equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of March 31, 2025 and March 31, 2024, the total number of common stock equivalents was and , respectively, and composed of stock options and warrants. Due to the Company’s net loss for the periods presented, all common stock equivalents were anti-dilutive and therefore excluded from the calculation of diluted net loss per share.
Going Concern and Capital Resources
Since
its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting
management and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single
serve coffee products. As of March 31, 2025, the Company had cash of $
The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. Additionally, management’s strategic plans include expanding into new markets.
Management has evaluated the Company’s ability to continue as a going concern under ASC 205-40, Presentation of Financial Statements - Going Concern, and considered its financial condition, projected cash flows, obligations due within 12 months, and sources of liquidity.
While we understand that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the Company’s consolidated financial statements as of March 31, 2025 have been prepared on a going concern basis.
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. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date).
| 7 |
On
August 20, 2024, the Company entered into a convertible note purchase agreement with certain investors (the “August Notes Investors”)
to issue and sell convertible notes in the aggregate principal amount of $
Per ASC 470-20-25-5, An embedded beneficial conversion feature (“BCF”) present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.
The Company had
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may or may not maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.
Accounts Receivable, net
Trade
accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial
condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in
the receivable portfolio and current economic conditions. The Company recorded an allowance for credit loss of $ and $
March 31, 2025 | September 30, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit loss | ( | ) | ||||||
| Total accounts receivable | $ | $ | ||||||
Assets Held for Sale-Current
As
of March 31, 2025 and September 30, 2024, assets held for Sale-Current were $ and $
March 31, 2025 | September 30, 2024 | |||||||
| Assets Held for Sale | ||||||||
| Property and equipment asset impairment | ( | ) | ||||||
| Total | ||||||||
| 8 |
Major Customers
In the six months ended March 31, 2025 and 2024, revenue was primarily derived from major customers disclosed below.
Six months ended March 31, 2025:
| Customer Name | Sales
Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | ||||||||||||
| Customer LXM | % | |||||||||||||||
Six months ended March 31, 2024:
| Customer Name | Sales
Amount | % of Total Revenue | Accounts Receivable Amount | % of Total Accounts Receivable | ||||||||||||
| Customer CL | $ | % | $ | % | ||||||||||||
Lease
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The Company implemented ASU No. 2016-02 on October 1, 2019.
The Company conducts a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842. The Company has a long-term operating lease for office and manufacturing space in Plano, Texas. The leased property in Plano, Texas, has a remaining lease term through June 2024 and Tenancy terminated. The Company did not apply the recognition requirements of ASC 842 to operating leases with a remaining lease term of 12 months or less.
In
May 2022, the Company renewed the office and manufacturing space in Vista, California through March 31, 2025, which was scheduled to
expire on
The
Company leased a new larger office and manufacturing space in Seoul, Korea beginning November 15, 2021, through November 15, 2023. The
lease has a monthly expense of $
Effective
September 1, 2024, we have leased a principal office space located at 16097 Poppyseed Cir, Unit 1904, Delray Beach, Florida, 33484, which
we lease for $
The
lease in San On Street, Tuen Mun, Hong Kong has a term of 12 months from December 18, 2024 to December 17, 2025 at a rate of RMB
| 9 |
As
of March 31, 2025, the Company’s operating leases had a weighted average remaining lease term of
| ROU Asset – October 1, 2024 | $ | |||
| ROU Asset added during the period | ||||
| Amortization during the period | ( | ) | ||
| ROU Asset – March 31, 2025 | $ | |||
| Lease Liability – October 1, 2024 | $ | |||
| Lease Liability added during the period | ||||
| Amortization during the period | ( | ) | ||
| Lease Liability – March 31, 2025 | $ | |||
| Lease Liability – Short-Term | $ | |||
| Lease Liability – Long-Term | ||||
| Lease Liability – Total | $ |
The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of March 31, 2025:
Amounts due within twelve months of March 31,2025
| 2025 | $ | |||
| 2026 | ||||
| Total Minimum Lease Payments | ||||
| Less Effect of Discounting | ||||
| Present Value of Future Minimum Lease Payments | ||||
| Less Current Portion of Operating Lease Liabilities | ||||
| Long-Term Operating Lease Liabilities | $ |
For six months ended March 31, 2025, the Company had the following cash and non-cash activities associated with our leases:
| Operating cash outflows from operating leases: | $ | |||
| Operating cash outflows from finance lease: | $ | |||
| Financing cash outflows from finance lease: | $ |
Business Combinations
On
March 31, 2025, the Company acquired a 51% controlling interest in Xilin Online (Beijing) E-commerce Co., Ltd (“Beijing Xilin”)
for no consideration. The transaction was accounted for as a business combination under ASC 805. The fair value of the identifiable net
assets acquired was a net liability position of $
The
Company acquired 51% of Beijing Xilin, while Noncontrolling Interest (NCI) represents the remaining 49%. NCI was measured based on its
proportionate share of the net liabilities, resulting in a negative NCI of $
The
Company recognized a loss on acquisition of $
No goodwill or bargain purchase gain was recognized as the fair value of net assets acquired was negative and no consideration was transferred. The Company concluded that the acquired set of activities constitutes a business under ASC 805-10-20.
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. The
foreign currency translation adjustment attributable to CIMG Inc. was recorded in other comprehensive income (loss) in the amounts
of $(
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency.
Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principle is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. We adopted Topic 606 as of October 1, 2018 on a modified retrospective basis. The adoption of Topic 606 did not have a material impact on our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations.
Per ASC 606-10-32-2, an entity shall consider the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.
| 10 |
Per ASC 606-10-25-23 An entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer.
Per ASC 606-10-55-37 An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. However, an entity does not necessarily control a specified good if the entity obtains legal title to that good only momentarily before legal title is transferred to a customer. An entity that is a principal may satisfy its performance obligation to provide the specified good or service itself or it may engage another party (for example, a subcontractor) to satisfy some or all of the performance obligation on its behalf.
ASC 606-10-55-38 An entity is an agent if the entity’s performance obligation is to arrange for the provision of the specified good or service by another party. An entity that is an agent does not control the specified good or service provided by another party before that good or service is transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party. An entity’s fee or commission might be the net amount of consideration that the entity retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.
Return and Exchange Policy
All products are thoroughly inspected and securely packaged before they are shipped to ensure buyers receive the best possible product. If for any reason buyers are unsatisfied with the products, they can return them, and the Company will exchange or refund the purchase minus any shipping charges. For wholesale customers, return policies vary based on their specific agreements with customers. Under chargebacks agreements with the customers, the Company agrees to reimburse the seller for a portion of the costs incurred by the seller to advertise and promote certain of the Company’s products. The Company estimates, accrues and recognizes such chargebacks. These amounts are included in the determination of net sales. For six months ended March 31, 2025 and 2024, the Company has no sales allowances for estimated chargebacks and returns, respectively.
Accounts payable and accrued expenses
As
of March 31, 2025 and September 30, 2024, the accounts payable are $
As
of March 31, 2025 and September 30, 2024, the accrued expenses are $
Accounts payable and accrued expenses as of March 31, 2025 and September 30, 2024 are as follows:
March 31, 2025 | September 30, 2024 | |||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Total | ||||||||
Other current liabilities
As
of March 31, 2025 and September 30, 2024, the other current liabilities are $
Cost Recognition
The Maca Series products are pure plant products that we purchase maca raw materials and entrust to process. Therefore, the raw materials - the procurement cost of maca, the packaging cost of goods, the freight cost of goods and so on.
| 11 |
Operating expenses
For
the six months ended Mach 31, 2025, the operating expenses were $
For
the six months ended Mach 31, 2024, the operating expenses were $
Other income
For
the six months ended Mach 31, 2025, the other income was $
For
the six months ended Mach 31, 2024, the other income was $
Other Expense
Other
expense of $
Prepaid expenses and other current assets
Prepaid expenses and other current assets for the six months ended March 31, 2025 and September 30, 2024 is as follows:
March 31, 2025 | September
30, 2024 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Other current assets | ||||||||
| Total | ||||||||
The
Prepaid expenses and other current assets balance of $
Inventories, net
Inventories, net, consisting principally of raw materials
and finished goods held for production and sale, is stated at the lower cost or net realizable value, cost being determined using the
weighted average cost method. The Company reviews inventory levels at least quarterly and records a valuation allowance when appropriate.
On March 31, 2025, the carrying value of inventory of $
March 31, 2025 | September
30, 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | $ | |||||||
| Total | $ | $ | ||||||
Property and Equipment, net
Property
and equipment are stated at cost, net of accumulated depreciation. Office equipment is depreciated over a
March 31, 2025 | September
30, 2024 | |||||||
| Machinery & Equipment | ||||||||
| Vehicles | ||||||||
| Leasehold Improvements | ||||||||
| Less - Accumulated Depreciation | ( | ) | ( | ) | ||||
| Less-Impairment on Property and Equipment | $ | $ | ( | ) | ||||
| Disposal of property and equipment | ( | ) | ||||||
| Net Property and Equipment | ||||||||
| 12 |
The Company is required to make deposits or prepayments and progress payments on equipment purchases before the Company receives possession and title. As a result, the Company accounts for such payments as Other Assets until it has possession at which time the equipment is recorded as Property and Equipment. There were no such deposits as of March 31, 2025 or September 30, 2024.
Samples
The Company distributes samples of its products as a component of its marketing program. Costs for samples are expensed at the time the samples are produced and recorded under operating expenses in the consolidated statements of operations.
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 its fair value which is generally determined based on 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.
Intangible assets
Intangible
assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line
basis over their economic or legal life, whichever is shorter. We have identifiable useful life intangible assets related to acquired
Dripkit tradename and customer relationships. We evaluate these intangible assets annually for impairment, and when indications of potential
impairment exist. The management uses considerable judgment to determine key assumptions, including projected revenue, projected costs,
marketing expenses and projected profits, etc. This kind of analysis requires important estimates and judgments, including the estimation
of future cash flows, which depends on internal forecasts, the estimation of the long-term growth rate of our business, the estimation
of the useful life of the cash flows that will occur, customer churn, and the determination of our weighted average cost of capital.
We confirm that for six months ending March 31, 2025, we recorded impairment losses related to trademarks at $.
These impairment losses are included in our statement of operations. After including the above impairments, as of March 31, 2025 and
September 30, 2024, the Company’s intangible assets related to trademarks were $
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
United States
CIMG
Inc. and Wewin are incorporated in the United States and is subject to U.S. federal corporate income tax at a rate of
Hong Kong
DZR
Tech are incorporated in Hong Kong. Under the two-tiered profits tax rates regime in Hong Kong,
People’s Republic of China
Zhongyan Shangyue is incorporated in P.R. China. Under Enterprise Income Tax Law, the statutory income tax rate is 25%. Zhongyan Shangyue had no taxable income for the periods presented; therefore, no provision for income taxes is required.
| Six
Months Ended March 31, 2025 | Six
Months Ended March 31,2024 | |||||||
| Current income tax expense | ||||||||
| Deferred income tax expense | ||||||||
| Total income tax expense | ||||||||
| Loss before income tax | $ | ( | ) | ( | ) | |||
| Tax benefit at statutory U.S. federal rate (21%) | ( | ) | ( | ) | ||||
| Non-deductible expenses | ||||||||
| Foreign rate differential | ( | ) | ||||||
| Change in valuation allowance | ||||||||
| Income tax expense | $ | |||||||
For the six months ended March 31, 2025 and 2024, the Company incurred losses and generated net operating loss (“NOL”) carryforwards. However, due to uncertainty surrounding the Company’s ability to realize these deferred tax assets, a full valuation allowance was recorded, resulting in no income tax benefit being recognized in the periods presented.
| 13 |
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.
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.
For six months ended March 31, 2025, the Company issued shares of its common stock under the 2024 Equity Incentive Plan.
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.
Segment Information
As of and for the six months ended March 31, 2025, management has changed its internal reporting structure and identified a new chief operating decision maker. As a result, the Company now operates in a single reportable segment for all periods presented, which is the commercialization and development of functional beverages.
The comparative segment information for the six months ended March 31, 2024 has been recast to conform to the current period presentation.
| Six Months Ended March 31, 2025 | Six Months Ended March 31, 2024 | |||||||
| Revenues, net | $ | $ | ||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross profit(loss) | ( | ) | ||||||
| Operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Loss from equity method investment | ( | ) | ||||||
| Other expense | ( | ) | ( | ) | ||||
| Interest expense, net | ( | ) | ||||||
| Loss on acquisition | ( | ) | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Losses caused by the termination of business | ( | ) | ||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Group adopted ASU 2023-07 in the consolidated financial statements for the year ended December 31, 2024. The Company concluded that it has no material impact on the consolidated financial statements.
| 14 |
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities, ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted.
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.
Discontinued Operations
ASC 205-20-45-10 In the period(s) that a discontinued operation is classified as held for sale and for all prior periods presented, the assets and liabilities of the discontinued operation shall be presented separately in the asset and liability sections, respectively, of the statement of financial position.
ASC 205-20-45-3 The statement in which net income of a business entity is reported or the statement of activities of a not-for-profit entity (NFP) for current and prior periods shall report the results of operations of the discontinued operation, including any gain or loss recognized in accordance with paragraph 205-20-45-3C, in the period in which a discontinued operation either has been disposed of or is classified as held for sale.
The company has terminated the sold business in accordance with ASC 205-20-45-10 and ASC 205-20-45-3. Additional information on discontinued operations can be found in Note 6-discontinued operations.
Identified Intangibles and Goodwill
The Company identified tradename and customer relationships intangible assets. The tradename and customer relationships intangible assets will be amortized on a straight-line basis over their respective estimated useful lives. The goodwill recognized results from such factors as an assembled workforce and management’s industry know-how.
3. LOANS
On February 15, 2024, Social E-commerce Co., Ltd. provided a short-term, interest-free loan to the Company. The loan,
approved by the lender and serviced by Bill.com Capital 3, LLC through their online platform, was intended to support the Company’s
operations. As of March 31, 2025, the outstanding balance of this loan was $
On
April 18, 2024, SOONCHA KIM lent the company $
For
six months ended March 31, 2025, ZHANG XIANG lent the company $
| 15 |
4. GEOGRAPHIC CONCENTRATIONS
The Company is organized based on fundamentally one business segment although it does sell its products on a world-wide basis. The Company is organized in two geographical segments. The company jointly produces and sells its products in North America and China. Information about the Company’s geographic operations for the six months ended March 31, 2025, and 2024 are as follows:
Geographic Concentration
| Six
Months Ended March 31, 2025 | Six
Months Ended March 31, 2024 | |||||||
| Net Revenue: | ||||||||
| North America | $ | $ | ||||||
| P.R.C | ||||||||
| $ | $ | |||||||
| Property and equipment, net: | March 31, 2025 | September
30, 2024 | ||||||
| P.R.C | ||||||||
| $ | $ | |||||||
5. RELATED PARTY TRANSACTIONS
As
of March 31, 2025, the directors of Wewin Technology LLC paid an administrative fee of $
6. DISCONTINUED OPERATIONS
On June 7, 2024, the company’s board of directors passed a resolution to sale (1) NuZee KOREA Ltd a company incorporated in Korea and a wholly-owned subsidiary of the Company; and (2) NuZee Investment Co., Ltd, a company incorporated in Japan and a wholly-owned subsidiary of the Company. The discontinuation of the business is primarily due to strategic considerations by the management regarding the company’s overall development, as well as the need to ensure administrative consistency.
The losses from discontinued operations for six months ended March 31, 2025 and 2024 are as follows:
Six Months Ended | Six Months Ended | |||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ||||||
| Gross profit | ||||||||
| Operating expenses | ( | ) | ||||||
| Operations Loss | ( | ) | ||||||
| Other revenue | ||||||||
| Other expense | ( | ) | ||||||
| Interest income (expense), net | ||||||||
| Loss from discontinued operations before income tax | ( | ) | ||||||
| Income tax (expense)/income | ||||||||
| Loss from discontinued operation after tax | ( | ) | ||||||
| Losses from asset disposal of discontinued operations | $ | $ | ( | ) | ||||
| 16 |
The losses from discontinued operations for three months ended March 31, 2025 and 2024 are as follows:
| Three Months
Ended | Three Months
Ended | |||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ||||||
| Gross profit | ||||||||
| Operating expenses | ( | ) | ||||||
| Operations Loss | ( | ) | ||||||
| Other revenue | ||||||||
| Other expense | ( | ) | ||||||
| Loss from discontinued operations before income tax | ( | ) | ||||||
| Loss from discontinued operation after tax | ( | ) | ||||||
| Losses from asset disposal of discontinued operations | $ | $ | ( | ) | ||||
7. INTANGIBLE ASSETS
Identifiable life intangible assets
As
of March 31, 2025, the Company’s intangible assets consisted of unamortized tradename asset of $
Amortization
expense was $
Amortization expense for the next four fiscal years is as follows:
| Tradename Amortization |
||||
| March 31, 2025 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Grand Total |
8. ISSUANCE OF EQUITY SECURITIES
On
December 12, 2024, CIMG Inc., entered into a convertible note and warrant purchase agreement with certain non U.S. investors (“Notes
Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $
On March 18, 2025, all the Notes Investors converted their Notes to shares of Common Stock. As a result of such conversions of the Notes, the Company issued an aggregate of shares of Common Stock to the Notes Investors.
| 2025 | 2024 | |||||||
| Number of shares outstanding at September 30, 2024 and 2023 | ||||||||
| Restricted shares granted | ||||||||
| Restricted shares forfeited | ( | ) | ||||||
| Restricted shares vested | ( | ) | ( | ) | ||||
| Number of shares outstanding at March 31, 2025 and 2024 | ||||||||
| 17 |
Options
During the six months ended March 31, 2025, the Company granted new stock options.
During the six months ended March 31, 2025, stock options were forfeited or expired because of termination of employment, expiration of options and performance conditions not met.
Number of Shares |
Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding on September 30, 2024 | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired | ( | ) | - | |||||||||||||
| Forfeited | - | - | ||||||||||||||
| Outstanding on March 31, 2025 | - | $ | ||||||||||||||
| Exercisable on March 31, 2025 | $ | - | $ | |||||||||||||
The Company is expensing these stock option awards
on a straight-line basis over the requisite service period. The Company recognized stock option expense of $ and $
Warrants
On October 18, 2024, the holders of warrants issued by the Company exercised its cashless option to purchase an aggregate of shares of the Company’s common stock pursuant to warrants issued by the Company. Such warrants were previously issued pursuant to the convertible note and warrant purchase agreement dated April 27, 2024, as disclosed in the current report of the Company on Form 8-K filed with the SEC on May 2, 2024. In connection with such cashless exercise, the Company will not receive any cash proceeds. The shares of common stock issuable upon exercise of such warrants were registered under the Form S-1 effective on July 1, 2024.
On
January 16, 2025, the Company issued the
On
January 17, 2025, the Company issued the
The following table summarizes warrant activity for six months ended March 31, 2025:
Number of Shares Issuable Upon Exercise of Warrants | Weighted Price | Weighted Average Remaining | Aggregate Intrinsic Value | |||||||||||||
| Outstanding on September 30, 2024 | $ | $ | ||||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired | - | - | ||||||||||||||
| Outstanding on March 31, 2025 | $ | |||||||||||||||
| Exercisable on March 31, 2025 | $ | $ | ||||||||||||||
| 18 |
10. CONTINGENCIES
Curtin Litigation
As previously disclosed, on January 6, 2023, a former employee of the Company, Rosalina Curtin filed a complaint against the Company and another former employee of the Company, Jose Ramirez, in the Superior Court of California, County of San Diego (Case No. 37-2023-00000841-CU-WT-NC) (the “Complaint”). The Complaint alleged that Ms. Curtin was subject to harassment by Mr. Ramirez, gender discrimination throughout her employment, that she reported this discrimination and harassment to the Company, and that the Company retaliated against her and wrongfully terminated her for whistleblowing and failed to prevent discrimination, harassment, and retaliation. Ms. Curtin sought compensatory damages, including loss of past, present and future earnings, and benefits, as well as punitive damages, penalties, attorney’s fees and costs and interest. Pursuant to the terms of Ms. Curtin’s Employment Agreement with the Company, on December 22, 2023, the Court compelled the case to arbitration with the American Arbitration Association (Case Number 01-24-0002-3225).
On
November 8, 2024, without a finding or admission of wrongdoing, the Company entered into a settlement agreement with Ms. Curtin. In exchange
for mutual general releases and a dismissal of the lawsuit with prejudice, the Company paid Ms. Curtin $
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 “Complaint”). The 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 S1 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 Company believes it has a basis to defend the claims in the Kim Litigation, however, the Company is not able to predict the outcome, and there is no assurance that the Company will be successful in its defense.
Ex-Directors Lawsuit
On
March 10, 2025, 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 “Complaint”). The 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. The Ex-Directors seek monetary damages in excess of $
| 19 |
11. SUBSEQUENT EVENTS
Private Placement
| Date | Transaction Description | Amount/Shares | Status | |||
| June 2, 2025 |
(Form 8-K filed on June 5, 2025 and June 10, 2025) |
$ |
The closing of the sale of the shares of common stock occurred on June 9, 2025.
shares of common stock has been issued. |
Legal Proceedings
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 “Complaint”). The 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 S1 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 Company believes it has a basis to defend the claims in the Kim Litigation. The company believes that it is very likely to succeed in the defense.
Ex-Directors Lawsuit
On
March 10, 2025, 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 “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the
last quarter of 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. The Ex-Directors seek monetary damages in excess of $
New Subsidiary
On
March 10, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan”), CIMG Inc.’s wholly-owned subsidiary, entered into
a Business Cooperation Intent Agreement (the “Agreement”) with Shanghai Huomao Cultural Development Co., Ltd. (“Huomao”).
Pursuant to the Agreement, the three shareholders of Huomao intend to transfer an aggregate of
On April 22, 2025, the Company completed its acquisition of Shanghai Huomao, along with the necessary business registration updates in China.
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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 Inc. is a company incorporated in Nevada and 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 are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.
The diagram below is our corporate structure as of the date of this report.
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Our sources of revenue
Co-Packing and Product Innovation
With years of experience as a third-party contract packer for leading companies in the coffee beverage industry, combined with our own coffee sales and market insights from the Asian region, we have expanded our business strategy to deepen our industry engagement. This evolution includes a shift toward reshaping product value by integrating health-oriented concepts and applying advanced technologies such as artificial intelligence, neuroscience, and big data. These efforts have culminated in the establishment of a global digital health and sales development business group.
While we remain committed to delivering our high-quality Nuzee single-serving coffee and DRIPKIT products, our entry into the Asian market has prompted a broader commitment to health, sustainability, and nutrition.
The Maca Series
In the fourth quarter of the year ended September 30, 2024, we introduced our first health-focused product line in Asia: the Maca Series. This 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, ensuring a natural and clean composition.
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.
| ● | Maca-Noni – a plant-based energy drink designed to support sexual vitality, with maca root as its key ingredient. | |
| ● | Maca Peptide Coffee – a functional coffee beverage infused with maca peptides for enhanced wellness benefits. | |
| ● | Maca Purified Powder – a concentrated, versatile maca powder ideal for daily nutritional use. | |
| ● | Maca Wine – a unique beverage that combines traditional wine with the nourishing properties of maca. |
We currently distribute our products through wholesale channels, supplying grocery stores, convenience stores, and vending machine operators. 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.
Our commitment extends beyond product quality and health benefits—we also focus on enhancing the packaging experience. Each design is crafted to resonate with professionals across various industries, making our products more personalized, youthful, and distinctive. For example, Maca-Noni represents a new entry into the functional beverage market, blending health-forward branding with innovative design.
Our customer base includes wholesale distributors such as grocery stores, convenience stores, and vending machine providers.
Nasdaq Listing Deficiency
On June 13, 2025, the Company did not manage to file its Form 10-K for the year ended September 30, 2024 and received a delist determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC on June 27, 2025 (“Nasdaq Delist Determination Letter”). According to the Nasdaq Delist Determination Letter, unless the Company requests an appeal of this determination by July 7, 2025, trading of the Company’s common stock will be suspended from The Nasdaq Capital Market at the opening of business on July 9, 2025, and NSADAQ will file a Form 25-NSE with the SEC to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Company intends to file its Form 10-K for the fiscal year ended September 30, 2024 as soon as possible, and in any event before July 7, 2025. In addition, the Company intends to appeal Nasdaq’s delist determination and plans to request a hearing before a Nasdaq Hearings Panel to present its plan for regaining compliance with the applicable Nasdaq Listing Rules by 4:00 Eastern Time on July 7, 2025.
Results of Operations
During the current fiscal year, we began selling and shipping the maca series products. We do not expect the revenue for the six months ending March 31, 2025 to predict future quarters, as the maca product line was still in the process of new channel expansion in the March quarter, and sales revenue declined in the March quarter.
Our results of operations for the three months ended March 31, 2025 are influenced by the aforementioned transactions.
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Comparison of three months ended March 31, 2025 and 2024
Revenue
| Three months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Dollars | % | |||||||||||||
| Revenue | $ | - | $ | 323,406 | $ | (323,406 | ) | (100.00 | )% | |||||||
For the three months ended March 31, 2025, revenue decreased by $323,406, or approximately100.00%, compared to the same period in 2024. The decline was primarily attributable to a significant reduction in sales of the Company’s original single-bag coffee products, which did not generate any revenue during the period. This quarter, the main focus was on expanding the sales channels of maca series products. The management actively expanded the distribution channels and increased product launch activities to lay a more solid foundation for the revenue growth in the subsequent quarters.
Cost of sales and gross margin
| Three months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Dollars | % | |||||||||||||
| Cost of sales | $ | - | $ | 479,911 | $ | (479,911 | ) | (100.00 | )% | |||||||
| Gross profit (loss) | - | $ | (156,505 | ) | $ | (156,505 | ) | (100.00 | )% | |||||||
| Gross profit (loss) % | - | % | (48.39 | )% | - | - | ||||||||||
For the three months ended March 31, 2025, we recorded a gross profit of $Nil, compared to a gross loss of $156,505 for the same period in 2024. Our gross profit margin was Nil% for the three months ended March 31, 2025, compared to (48.39)% for the prior-year period. This is because in this quarter, the main focus was on expanding the sales channels of maca series products, and the products did not generate any revenue.
Operating Expenses
| Three months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Dollars | % | |||||||||||||
| Operating Expenses | $ | 752,677 | $ | 1,267,063 | $ | (514,386 | ) | (40.60 | )% | |||||||
For the three months ended March 31, 2025, the Company’s operating expenses were $752,677, representing a decrease of approximately 40.60% compared to $1,267,063 for the same period in 2024. The reduction was primarily driven by lower warehousing costs, decreased labor remuneration, and reduced professional service fees during the current period.
Net Loss
| Three months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Dollars | % | |||||||||||||
| Net Loss | $ | 385,556 | $ | 1,653,931 | $ | (1,268,375 | ) | (76.69 | )% | |||||||
For the three months ended March 31, 2025, we incurred a net loss of $385,556, compared to a net loss of $1,653,931 for the same period in 2024. The decrease in net loss was primarily attributable to reductions in product costs, storage expenses, employee compensation, and professional service fees during the current period.
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Comparison of six months ended March 31, 2025 and 2024
Revenue
| Six months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Dollars | % | |||||||||||||
| Revenue | $ | 22,853 | $ | 1,289,338 | $ | (1,266,485 | ) | (98.23 | )% | |||||||
For the six months ended March 31, 2025, our revenue decreased by $1,266,485, or approximately 98.23%, compared to the same period in 2024. The decline was primarily attributable to the Company’s strategic shift toward expanding new sales channels and intensifying new product launches during 2025, which are expected to support revenue growth in the fourth quarter.
Cost of sales and gross margin
| Six months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Dollars | % | |||||||||||||
| Cost of sales | $ | 7,374 | $ | 1,321,309 | $ | (1,313,935 | ) | (99.44 | )% | |||||||
| Gross profit (loss) | $ | 15,479 | $ | (31,971 | ) | $ | 47,450 | (148.42 | )% | |||||||
| Gross profit (loss) % | 67.73 | % | (2.48 | )% | - | - | ||||||||||
For the six months ended March 31, 2025, we recorded a gross profit of $15,479, compared to a gross loss of $31,971 for the same period in 2024. Our gross profit margin was 67.73% for the six months ended March 31, 2025, compared to a gross loss margin of 2.48% for the prior-year period. The improvement in gross performance was primarily driven by cost reductions resulting from the introduction of new products and the expansion of new sales channels.
Operating Expenses
| Six months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Dollars | % | |||||||||||||
| Operating Expenses | $ | 2,270,435 | $ | 3,412,705 | $ | (1,142,270 | ) | (33.47 | )% | |||||||
For the six months ended March 31, 2025, the Company’s operating expenses were $2,270,435, representing a decrease of approximately 33.47% compared to $3,412,705 for the same period in 2024. The reduction was primarily attributable to lower warehousing costs, decreased labor remuneration, and reduced professional service fees during the current period.
Net Loss
| Six months ended March 31, | Change | |||||||||||||||
| 2025 | 2024 | Dollars | % | |||||||||||||
| Net Loss | $ | 1,921,805 | $ | 3,802,542 | $ | (1,880,737 | ) | (49.46 | )% | |||||||
For the six months ended March 31, 2025, we incurred a net loss of $1,921,805, compared to a net loss of $3,802,542 for the same period in 2024. The reduction in net loss was primarily attributable to lower product costs, decreased storage expenses, reduced labor compensation, and lower professional service fees during the current period.
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Liquidity and Capital Resources
Since our inception in 2011, we have incurred significant losses, and as of March 31, 2025, we had an accumulated deficit of approximately $84.27 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.
To date, we have funded our operations primarily with proceeds from registered public offerings and private placements of shares of our common stock. Our principal use of cash is to fund our operations, which includes the commercialization of our single serve coffee products, the continuation of efforts to improve our products, administrative support of our operations and other working capital requirements.
As of March 31, 2025, we had a cash balance of $2,404. Considering our current cash resources and our current and expected levels of operating expenses for the next twelve months, we expect to need additional capital to fund our planned operations for at least twelve months from March 31, 2025. This evaluation is based on relevant conditions and events that are currently known or reasonably knowable. A reduction in consumer demand for, or revenues from the sale of, our coffee products could further constrain our cash resources. We have based these estimates on assumptions that may prove to be wrong, and our operating projections, including our projected revenues from sales of our coffee products, may change as a result of many factors currently unknown to us.
On December 12, 2024, CIMG Inc., entered into a convertible note and warrant purchase agreement with certain non U.S. investors (“Notes Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $10,000,000 (the “Notes”) and warrants (the “Warrants”) to purchase up to an aggregate of 19,230,767 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) 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 one year from the issuance date. The Notes shall not be converted, and the Warrants shall not be exercised until the Company obtains shareholder approval for the issuance of shares underlying the Notes and the Warrants. Upon obtaining such approval, the holder may convert the Notes into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Notes, plus any accrued but unpaid interest, divided by (ii) $0.52, the conversion price.
On March 18, 2025, all the Notes Investors converted their Notes to shares of Common Stock. As a result of such conversions of the Notes, the Company issued an aggregate of 19,457,618 shares of Common Stock to the Notes Investors.
In the future, we may receive additional funds upon the exercise for cash of outstanding warrants, if and when exercised for cash at the election of the warrant holders, including the Series A warrants (the “Series A Warrants”) and Series B warrants (the “Series B Warrants” and, collectively with the Series A Warrants, the “2021 Warrants”) that were sold by us in March 2021 in an underwritten registered public offering and the 2022 Warrants. The 2021 Warrant holders are obligated to pay the exercise price in cash upon exercise of the 2021 Warrants unless we fail to maintain a current prospectus relating to the common stock issuable upon the exercise of the 2021 Warrants (in which case, the 2021 Warrants may only be exercised via a “cashless” exercise provision). For additional information regarding the 2021 Warrants, see “Note 5—Stock Options and Warrants” to the Consolidated Financial Statements.
We intend to seek to raise additional capital, including through public or private equity offerings, to support our operating activities for the next twelve months and beyond, and such funding may not be available to us on acceptable terms, or at all. The timing and amount of funds that we will need to raise will depend on a number of factors, including our ability to generate a sufficient amount of revenues from the sale of our maca series products to fund our business operations and the timing and amount of funds received upon the exercise for cash of outstanding warrants by the warrant holders. Until we can generate a sufficient amount of revenue, we may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing may be dilutive to our stockholders.
While we believe our plans to raise additional funds will alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, these plans are not entirely within our control and cannot be assessed as being probable of occurring at this time. If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected.
If we are unsuccessful in our efforts to raise additional capital, based on our current and expected levels of operating expenses, our current capital is not expected to be sufficient to fund our operations for the next twelve months. These conditions raise substantial doubt about our ability to continue as a going concern.
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Contractual Obligations
Our significant contractual cash requirements as of March 31, 2025, include payments for operating and finance lease liabilities. Additionally, we may incur purchase obligations in the ordinary course of business that are enforceable and legally binding and enter into enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement. As of March 31, 2025, we had payments for lease obligations of approximately $86,388. We had no purchase obligations as of March 31, 2025.
Summary of Cash Flows
| Six Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash used in operating activities | $ | (10,294,334 | ) | $ | (2,609,969 | ) | ||
| Cash provided by (used in) investing activities | $ | 12,767 | $ | (306,241 | ) | |||
| Cash provided by financing activities | $ | 10,074,304 | $ | 1,879,790 | ||||
| Cash provided by operating activities-discontinued operations | $ | - | 2,985 | |||||
| Effect of foreign exchange on cash | $ | (254,555 | ) | $ | 50,566 | |||
| Net change in cash | $ | (461,818 | ) | $ | (982,869 | ) | ||
Operating Activities
Net cash used in operating activities from continuing operations was $10,294,334 for the six months ended March 31, 2025, compared to $2,609,969 for the same period in 2024. The cash outflows were primarily related to purchases of raw materials and inventory, office rent, legal fees, and other professional expenses. Operating activities from discontinued operations provided no cash inflow and cash outflows for the six months ended March 31, 2025, compared to $2,985 of cash inflows during the corresponding period in 2024.
Investing Activities
Net cash provided by investing activities was $12,767 for the six months ended March 31, 2025, compared to net cash used of $306,241 for the same period in 2024. Cash provided during the current period was primarily related to the acquisition of subsidiaries and the disposal of equipment, while cash used in the prior-year period was mainly attributable to purchases of equipment.
Financing Activities
Historically, we have funded our operations through the issuance of our equity securities.
Net cash provided by financing activities was $10,074,304 for the six months ended March 31, 2025, primarily attributable to proceeds from private placement and issuance of common stock. For the six months ended March 31, 2024, net cash provided by financing activities totaled $1,879,790, was primarily related to the issuance of equity securities.
Off-Balance Sheet Arrangements
As of March 31, 2025, 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.
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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”). The preparation of financial statements in conformity with US 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. US GAAP provides the framework from which to make these estimates, assumption and disclosures. We choose accounting policies within US 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.
There were no significant and material changes in our critical accounting policies and use of estimates during the six months ended March 31, 2025, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on July 30, 2025.
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 Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officers 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, 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 March 31, 2025.
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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 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” and “Note 11. Subsequent Events – Legal Proceedings” in our Condensed Consolidated Financial Statements included in this Report.
Item 1A. RISK FACTORS
In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Form 10-K, which could affect our business, financial condition, or operating results. The risks we describe in our periodic reports 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 adversely affect our business, financial condition, or operating results. For the quarter ended March 31, 2025, the Company is not aware of any specific new and additional risk factors that were not previously disclosed.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 27, 2025, on August 25, 2025, the Company, entered into a Securities Purchase Agreement with certain non U.S. investors providing for the private placement of 220,000,000 shares of Common Stock in reliance on the registration exemptions of Regulation S for an aggregate consideration of $55,000,000 worth of bitcoin, at a purchase price of $0.25 per share. The closing of the sale of the Shares occurred on September 2, 2025. Pursuant to the Purchase Agreement, the Company issued 148,100,000 shares of common stock to the non-U.S. investors, following receipt of the respective purchase amounts, and will issue the remaining 71,900,000 upon shareholder approval.
As previously disclosed in a Current Report filed with the SEC on August 26, 2025, on August 21, 2025, 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.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
During
the fiscal quarter ended March 31, 2025, none of the Company’s directors or officers, as defined in Section 16 of the Securities
Exchange Act of 1934,
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Item 6. EXHIBITS
Exhibit Number |
Description | |
10.1 |
||
10.2 |
||
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32** | Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| * | 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. |
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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: November 18, 2025 | 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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