CIMG Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On February 11, 2026, CIMG Inc. (the “Company”) entered into a convertible note and warrant 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 $5,000,000 (the “Notes”) and warrants to purchase the Company’s shares of common stock (the “Warrants”) in reliance on the registration exemptions of Regulation S (the “Transaction”). The Notes are issuable in two tranches, consisting of (i) an initial tranche in the aggregate principal amount of $1,600,000 and (ii) a second tranche in the aggregate principal amount of $3,400,000. The Notes bear interest at an annual rate of 7% and have a maturity date of August 12, 2027.
On February 13, 2026, the Company completed the initial closing and issued Notes in the aggregate principal amount of $1,600,000 to the Investors.
The Notes are convertible into shares of the Company’s shares of common stock, $0.00001 par value per share, at a conversion price equal to the volume weighted average price of the common stock for the ten (10) consecutive trading days ending on (and including) the trading day immediately prior to the date of conversion; provided, however, that in no event shall such conversion price be less than $0.14 per share, subject to adjustment as set forth in the Notes.
The Purchase Agreement also provides for the issuance to the Investors of the Warrants to purchase shares of the Company’s common stock, at an exercise price of $0.57 per share, subject to adjustments in accordance with the terms and conditions of the Warrants. The Warrants shall become exercisable from the date when the Company obtains the shareholder approval on the Transaction and remain exercisable until the three-year-anniversary from the respective issuance dates. The warrant coverage amount for each tranche is equal to the principal amount of Notes issued at such closing (excluding interest) divided by the “Minimum Price” (as defined under applicable Nasdaq rules) as of such closing date.
Pursuant to the Purchase Agreement, each Investor has agreed not to convert the Notes or exercise the Warrants unless and until the Company obtains the requisite shareholder approval under applicable Nasdaq listing rules.
The foregoing description of the Purchase Agreement, the Notes, and the Warrants does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement and the forms of the Notes and the Warrants, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Purchase Agreement, dated February 11, 2026, by and among the Company and the Investors | |
| 10.2 | Form of Notes | |
| 10.3 | Form of Warrants | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CIMG Inc. | ||
| Dated: February 17, 2026 | By: | |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer | |