{"url_path":"/sec/cimg/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-11","source_url":"https://www.sec.gov/Archives/edgar/data/1527613/0001493152-26-022159-index.html","accession_number":"0001493152-26-022159","cik":"0001527613","ticker":"CIMG","issuer_name":"CIMG Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527613/0001493152-26-022159-index.html","primary_entity_key":"0001527613","primary_entity_name":"CIMG Inc."},"word_count":694,"has_tables":true,"body_markdown":"**Item\n2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**\n\n \n\n(a)\nDuring the quarter ended March 31, 2026, the Company completed the following unregistered issuances of its equity securities:\n\n \n\nOn\nFebruary 11, 2026, the Company entered into a convertible note and warrant purchase agreement (the “February Purchase Agreement”)\nwith certain non-U.S. investors (the “February Investors”), providing for the private placement of convertible promissory\nnotes in the aggregate principal amount of up to $5,000,000 (the “February Notes”) and warrants to purchase the Company’s\nshares of Common Stock (the “February Warrants”) in reliance on Regulation S as an exemption from registration (the “February\nTransaction”). The February Purchase Agreement originally contemplated two tranches, consisting of (i) an initial tranche in the\naggregate principal amount of $1,600,000 and (ii) a second tranche in the aggregate principal amount of $3,400,000. The February Notes\nissued in the first tranche bear interest at an annual rate of 7% and have a maturity date of August 12, 2027. On February 13, 2026,\nthe Company completed the initial closing and issued February Notes in the aggregate principal amount of $1,600,000 to the February Investors.\n\n \n\nOn\nMarch 21, 2026, the Company entered into an Amended and Restated Convertible Note and Warrant Purchase Agreement with the February Investors,\npursuant to which the parties amended and restated the February Purchase Agreement. In connection with the amendment, the parties agreed\nto cancel the second closing contemplated under the original agreement, and the Company issued amended notes and amended and restated\nwarrants to the February Investors. The amended notes include a conversion price floor of $0.10 per share, and the amended and restated\nwarrants are exercisable for cash only at an exercise price of $0.015 per share. The Company also agreed to file a registration statement\ncovering the resale of the shares issuable upon conversion of the amended notes and exercise of the amended and restated warrants.\n\n \n\nAs\nof the date of this Report, none of the February Warrants, as amended and restated, has been exercised, none of the February Notes, as\namended, has been converted, and no shares of Common Stock have been issued pursuant to the February Transaction.\n\n \n\nOn\nFebruary 27, 2026, the Company entered into an Amended and Restated Equity Transfer Agreement (the “A&R Equity Transfer Agreement”)\nwith DZR Tech Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Purchaser”), Shelei Jiang,\na Chinese individual (the “Seller”), and Daren Business Technology Limited, a company incorporated under the laws of the\nBritish Virgin Islands (the “Target”). The A&R Equity Transfer Agreement amended and restated in its entirety that certain\nEquity Transfer Agreement, dated February 11, 2026, by and between the Seller and the Purchaser. Pursuant to the A&R Equity Transfer\nAgreement, the Seller agreed to sell to the Purchaser 100 ordinary shares of the Target, representing 100% of the issued and outstanding\nordinary shares of the Target, for a purchase price of zero cash consideration (the “Acquisition”). The Acquisition closed\non March 12, 2026, and, on the same date, the Company issued the Award Shares described below.\n\n \n\nOn\nMarch 10, 2026, the Company and each of Dundas Technology Limited and Kellyview Investment Limited, each a Hong Kong company and a designee\nof the Seller pursuant to the terms of the A&R Equity Transfer Agreement, entered into a separate performance share issuance agreement,\npursuant to which the Company agreed to issue to Dundas Technology Limited and Kellyview Investment Limited, in the aggregate up to 74,487,896\nshares of the Company’s Common Stock, par value $0.00001 per share (the “Award Shares”), with one-half of the Award\nShares to be issued to Dundas Technology Limited and one-half to Kellyview Investment Limited, as a post-closing, performance-based equity\naward with respect to the Target. On March 12, 2026, the Company issued 37,243,948 shares of Common Stock to Dundas Technology Limited\nand 37,243,948 shares of Common Stock to Kellyview Investment Limited. Such shares will be subject to transfer restrictions and will\nbe eligible for leak-out in installments only upon the achievement of specified audited revenue targets of the Target during performance\nperiods beginning on April 1, 2026 and ending on September 30, 2029.\n\n \n\n(b)\nNone.\n\n \n\n(c)\nNone."}