UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
As previously disclosed in the Current Report on Form 8-K filed by CIMG Inc. (the “Company”) with the SEC on December 17, 2024, on December 12, 2024, 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 $10,000,000 (the “Notes”) and warrants (the “Warrants”) to purchase up to an aggregate of 25,641,023 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.
On February 10, 2025, the Company obtained its shareholder approval for the issuance of shares underlying the Notes and the Warrants. On March 18, 2025, the Investors submitted their respective conversion notices to the Company, converting their respective Notes. Upon receiving the conversion notices, the Company issued 19,457,618 shares of the Company’s common stock to the Investors pursuant to the same. Following such issuances, the Company had 30,197,418 shares of common stock issued and outstanding as of March 24, 2025.
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: April 3, 2025 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer | |