{"url_path":"/sec/cimg/8-k/2026-06-23/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1527613/0001493152-26-029784-index.html","accession_number":"0001493152-26-029784","cik":"0001527613","ticker":"CIMG","issuer_name":"CIMG Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527613/0001493152-26-029784-index.html","primary_entity_key":"0001527613","primary_entity_name":"CIMG Inc."},"word_count":537,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 17, 2026, CIMG Inc. (the “**Company**”) entered into securities purchase agreements (collectively, the “**Purchase\nAgreements**”) with certain non-U.S. investors (collectively, the “**Investors**”), pursuant to which\nthe Company agreed to issue and sell, in one or more closings, units of the Company’s securities (the “**Units**”),\nwith each Unit consisting of one share of the Company’s common stock, par value $0.00001 per share (the “**Common Stock**”),\nand one warrant to purchase one share of Common Stock (each, a “**Warrant**” and, collectively, the “**Warrants**”),\nat a purchase price of $0.015 per Unit.\n\n \n\nThe\nPurchase Agreements provide for the issuance and sale of up to 43,333,333,333 Units for aggregate gross proceeds of up to approximately\n$650,000,000, payable in Bitcoin or U.S. dollars in accordance with the Purchase Agreements, with the U.S. dollar value of any Bitcoin\npayment determined as set forth in the Purchase Agreements. For purposes of the Purchase Agreements, the purchase price to be paid in\nBitcoin is based on a reference price of $65,000 per Bitcoin, unless otherwise agreed in writing by the Company and the applicable Investor.\nThe Purchase Agreements contemplate that the Units will be issued in tranches.\n\n \n\nEach\nWarrant has an exercise price of $0.015 per share, is exercisable for a period of two years from the date of issuance, and is exercisable\nfor cash in U.S. dollars or in Bitcoin, with the Bitcoin exercise price determined in accordance with the Purchase Agreements and the\nterms of the Warrant.\n\n \n\nOn\nJune 22, 2026, the Company issued and sold an aggregate of 900,000,000 Units to the Investors for aggregate consideration of approximately\n$13,500,000, payable in Bitcoin based on a reference price of $65,000 per Bitcoin (the “**Initial Closing**”).\nAccordingly, at the Initial Closing, the Company issued an aggregate of 900,000,000 shares of Common Stock and Warrants to purchase an\naggregate of 900,000,000 shares of Common Stock. The Warrants issued at the Initial Closing have been fully exercised, and the Company\nhas issued an additional 900,000,000 shares of Common Stock upon exercise of such Warrants. As a result of the Initial Closing and the\nexercise of the Warrants issued in connection therewith, the Company issued an aggregate of 1,800,000,000 shares of Common Stock.\n\n \n\nThe\nPurchase Agreements contain customary representations, warranties and covenants of the Company and the Investors, and customary closing\nconditions. The Company obtained stockholder approval on December 24, 2025 for purposes of Nasdaq Listing Rule 5635(d) in connection\nwith the transactions contemplated by the Purchase Agreements and Warrants. The shares of Common Stock included in the Units and the\nshares of Common Stock issued upon exercise of the Warrants were offered and sold pursuant to the Company’s registration statement\non Form S-1 (SEC File No. 333-294624), as amended, and the related prospectus filed with the Securities and Exchange Commission pursuant\nto Rule 424(b)(4).\n\n \n\nThe\nforegoing description of the Purchase Agreements and the form of Warrant does not purport to be complete and is qualified in its entirety\nby reference to the full text of the form of Purchase Agreement and the form of Warrant, which are filed as Exhibits 10.1 and 4.1, respectively,\nto this Current Report on Form 8-K and incorporated herein by reference."}