As filed with the U.S. Securities and Exchange Commission on March 25, 2026. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIMG Inc. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Nevada 5900 38-3849791 (Primary Standard Industrial Classification Code No.) (I.R.S. Employer Identification No.) Room R2, FTY D, 16/F, Kin Ga In ...

CIMG Inc. Reports Q1 Financial Results Accessibility StatementSkip NavigationHONG KONG, March 25, 2026 /PRNewswire/ -- CIMG Inc. ("CIMG" or the "Company") (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technologies and marketing networks to enhance its business partners' sales growth and commercial value, today announced that it has reported its financial results for the three months ended December 31, 2025, which shows that the Company achieved signific ...

Financial Performance - CIMG Inc. reported revenues of $15,768,796 for the three months ended December 31, 2025, a significant increase from $22,853 in the same period last year[18]. - The company incurred a net loss of $19,510,872 for the quarter, compared to a net loss of $1,536,249 in the prior year, reflecting a substantial increase in losses[18]. - Gross profit for the quarter was $89,111, with a cost of sales amounting to $15,679,685, indicating a challenging cost structure[18]. - Basic and diluted loss per common share was reported at $(1.43), compared to $(0.17) in the same quarter last year, reflecting worsening financial performance[18]. - For the three months ended December 31, 2025, the net loss was $19,510,872, compared to a net loss of $1,536,249 for the same period in 2024, indicating a significant increase in losses[27]. - The company reported a fair value variation of $17,502,596 for the three months ended December 31, 2025, which was not present in the previous year[27]. - Cash used in operating activities for the three months ended December 31, 2025, was $8,527,698, compared to $1,338,781 for the same period in 2024, reflecting increased operational cash outflows[27]. - The company’s gross profit for the three months ended December 31, 2025, was $89,111, with a loss from operations of $1,957,241[136]. Assets and Liabilities - Total current assets decreased to $3,490,838 from $17,126,342 in the previous quarter, primarily due to a significant drop in cash and cash equivalents[15]. - Total liabilities were reported at $11,051,607, a decrease from $27,645,099 in the previous quarter, indicating improved management of short-term obligations[15]. - The company’s accumulated deficit increased to $106,705,592, up from $87,228,118, highlighting ongoing financial challenges[15]. - As of December 31, 2025, the company had cash of $45,356 and negative working capital of $7,562,771, indicating financial strain[47]. - Accounts payable and accrued expenses totaled $2,864,751 as of December 31, 2025, compared to $1,464,144 as of September 30, 2025, indicating a substantial increase in liabilities[109]. - The company reported short-term loans of $452,764 as of December 31, 2025, including $348,926 related to ongoing litigation with Mr. Sooncha Kim[110][111]. - Total prepaid expenses and other current assets as of December 31, 2025, were $4,948,022, a significant increase from $382,648 as of September 30, 2025[95]. - The total amounts due to related parties as of December 31, 2025, were $612,939, arising from advances and settlements in the ordinary course of business[140]. Capital and Financing - The company anticipates needing additional capital to fund planned operations beyond the next twelve months, indicating potential liquidity concerns[10]. - The company plans to raise additional equity or debt financing to address its financial challenges, although there is substantial doubt about its ability to continue as a going concern[49]. - The Company issued convertible notes totaling $10,000,000 on December 12, 2024, with $8,145,000 subscribed by non-related parties[116]. - For the three months ended December 31, 2025, $1,838,041 worth of convertible notes were converted into the company's common stock, reducing outstanding convertible notes to approximately $Nil[112]. - The Company raised $55,000,000 through a securities purchase agreement, issuing 148,100,000 shares at a price of $0.25 per share, with $37,025,000 issued during the period[144]. - The Company entered into a convertible note and warrant purchase agreement for $5,000,000 on February 11, 2026, with an initial tranche of $1,600,000 issued[157][158]. - The Company completed a private placement of convertible promissory notes totaling $5,000,000, with an initial tranche of $1,600,000 issued at a 7% annual interest rate[170]. Stock and Shareholder Information - CIMG Inc. has 15,483,547 shares of common stock outstanding as of March 5, 2026, following a 1-for-20 reverse stock split[5]. - A reverse stock split of 1-for-20 was executed on December 5, 2025, affecting all share and per-share amounts presented in the financial statements[46]. - The Company’s board approved an increase in the authorized number of Common Stock from 200,000,000 to 600,000,000 shares on September 25, 2025[123]. - The Company executed a 1-for-20 reverse stock split on December 5, 2025, reducing the number of shares from 196,514,084 to 9,825,704[142]. - For the three months ended December 31, 2025, the Company issued 8,333,333 shares for a convertible bond purchase agreement totaling $4,000,000, with a conversion price of $0.24 per share[143]. - The Company has outstanding warrants to purchase 7,886 shares at an average exercise price of $26.19, with 1,282,051 warrants exercised during the period[153]. Operational Developments - CIMG Inc. is focused on technological development and product commercialization, which may impact future financial performance and market positioning[10]. - The company completed several acquisitions, including a 51% stake in Shanghai Huomao and Beijing Xilin, enhancing its market presence in China[32][33]. - The company is expanding its sales and distribution channels in Asia to include a broader range of consumer food and beverage products, supported by an online sales platform[30]. - The company operates a trading model for the Maca Product Series, with costs primarily including the purchase cost of raw materials and processing-related expenses[70]. Legal and Compliance Issues - The Company is involved in ongoing litigation with Mr. Sooncha Kim, seeking damages of $1,041,216[155]. - A judgment of $222,062.28 was entered against the Company in a lawsuit filed by former directors for unpaid fees[156]. - The Company established two wholly-owned subsidiaries: Foshan Dingyue Technology Co., Ltd. and Foshan Lintai Technology Co., Ltd. in February 2026[162]. - The Company's internal control over financial reporting was assessed as not effective as of December 31, 2025[165]. - There were no changes in internal control over financial reporting during the quarter ended December 31, 2025, that materially affected the controls[167]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[163]. - No new risk factors were identified for the three months ended December 31, 2025, beyond those previously disclosed[169]. - The Company has not experienced any defaults upon senior securities[173]. Miscellaneous - The company held 730 Bitcoin with a carrying amount of $63,978,821 as of December 31, 2025, subject to significant market volatility[48]. - As of December 31, 2025, the company's cash and cash equivalents denominated in RMB were RMB 212,146 (approximately $30,235), accounting for 66.66% of total cash and cash equivalents[84]. - The company did not hold any cash equivalents as of December 31, 2025 and 2024[57]. - For the three months ended December 31, 2025 and 2024, the company did not record any material sales allowances related to estimated product returns or chargebacks[68]. - The company primarily generates revenue from the trading and sale of goods, recognizing revenue when control of the goods is transferred to the customer[63]. - The company estimates an allowance for credit losses based on historical loss experience and current economic conditions[58]. - The company applies the first-in, first-out (FIFO) method to determine the cost basis of digital assets disposed of, if any[77]. - The company measures certain assets and liabilities at fair value, including digital assets and financial instruments with embedded features[56]. - The Company recorded other income of $74,115 for the three months ended December 31, 2025, compared to $9,047 for the same period in 2024[130][131]. - The Company incurred operating lease expenses of $7,413 for the year ended December 31, 2025, with total lease liabilities amounting to $10,603[105]. - No restricted stock awards were granted or forfeited during the three months ended December 31, 2025[145][147]. - The Company did not issue any shares for services or exercise any stock options during the three months ended December 31, 2025[148][149].

Core Viewpoint - CIMG Inc. has entered into a memorandum of understanding with iZUMi Finance to explore a strategic partnership focused on digital asset infrastructure and on-chain liquidity services [1] Group 1: Company Overview - CIMG Inc. specializes in digital health and sales development, utilizing technologies and marketing networks to enhance business partners' sales growth and commercial value [1] Group 2: Strategic Partnership - The MOU outlines plans for CIMG and iZUMi to explore a potential transaction for CIMG to acquire certain assets, patents, and technology from iZUMi [1]

Core Insights - CIMG Inc. reported significant revenue growth and a reduction in net loss for the fiscal year 2025, indicating a successful strategic transformation and operational efficiency improvement [1][1][1] Financial Performance - The company achieved revenue of approximately $10.3 million in 2025, representing a year-on-year increase of approximately 433% [1][1][1] - The net loss decreased by approximately 45.5% year-on-year, reflecting improved operational efficiency and cost optimization [1][1][1] - The book value per share was approximately $2.99 as of September 30, 2025 [1][1][1] Asset Management - CIMG held approximately 500 Bitcoins valued at approximately $57.05 million as of September 30, 2025, contributing to a total asset increase of approximately 1,227% year-on-year [1][1][1] Strategic Focus - The company is focusing on two high-growth core sectors: AI computing infrastructure and digital health, aiming to deepen its layout in the AI computing business and enhance its digital assets strategy [1][1][1] - Future plans may include increasing Bitcoin holdings based on market conditions to strengthen corporate assets and enhance competitiveness [1][1][1]

Revenue Contribution - For the fiscal year ended September 30, 2025, the Maca Series products contributed $144,726, or 1.41% of total revenue[60]. - The Homology of Medicine and Food Series products generated $6,349,252, accounting for 61.71% of total revenue, with exosome eye drops contributing 60.10% of that revenue[64]. - The Computing Power Product Series generated $3,804,691, representing 36.94% of total revenue for the fiscal year ended September 30, 2025[66]. - Revenue from the Maca Series and Homology of Medicine and Food Series products represents a substantial portion of the company's revenue, accounting for 61.51% for the fiscal year ended September 30, 2025[144]. Market Growth Projections - The global Maca market is projected to grow at a CAGR of over 4.2% from 2026 to 2035, exceeding approximately $100 million by 2035[75]. - The global Medicine and Food Homologous Products market is expected to grow from $1.07 billion in 2024 to $1.45 billion by 2031, representing a CAGR of 4.5% from 2025 to 2031[76]. - The global artificial intelligence hardware market is projected to grow from $66.8 billion in 2025 to $296.3 billion in 2034, representing a CAGR of 18%[77]. Distribution and Sales Strategy - The company has secured exclusive distribution rights for "Kangduoyuan" brand Maca products in Asia for a three-year term[42]. - The company has secured exclusive distribution rights for "Kangduoyuan" brand Maca products, with a cooperation agreement effective from July 10, 2024, to July 1, 2027, allowing it to set pricing and sales activities[87]. - The company aims to target sales and distribution to 25,000 uSmile PetroChina convenience stores and 400 Guangdong Petroleum Co., Ltd. convenience stores over the next three years[89]. - The company plans to expand its sales channels to include both offline (convenience stores, supermarkets, gas stations) and online platforms (TikTok, Alibaba, JD.com) to enhance brand exposure and optimize user experience[79]. Product Development and Innovation - The company plans to introduce new product lines, including Maca Peptide Coffee and Maca Wine, to diversify its offerings and cater to various consumer health goals[88]. - The company plans to gradually develop its Computing Power Product Series for individual users, expanding its market reach beyond enterprise customers[80]. - The company has introduced new revenue streams, including the Computing Power Product Series and the Homology of Medicine and Food Series, which may impact future financial performance[181]. Financial Performance and Compliance - The company has incurred net losses since its inception in 2013, with net losses of $4.89 million and $8.97 million for the fiscal years ended September 30, 2025, and 2024, respectively, leading to an accumulated deficit of approximately $87.23 million as of September 30, 2025[128]. - The company expects to continue incurring significant sales and marketing expenses, as well as costs associated with operating as a public company, prior to generating sufficient revenue to offset these expenses[128]. - The company may need additional capital to fund its planned operations for at least the next twelve months, raising substantial doubt about its ability to continue as a going concern[131]. Regulatory and Compliance Risks - The company is subject to various evolving laws and regulations in Hong Kong and mainland China, which could impact its operations and financial performance[124]. - The company may experience difficulties in protecting shareholder interests due to operations conducted in China and the residency of some officers and directors in China[124]. - The company is required to comply with the U.S. Foreign Corrupt Practices Act, which may put it at a competitive disadvantage against foreign companies not subject to these regulations[235]. - Compliance with transfer pricing regulations is critical, as adverse audits could result in additional tax liabilities, impacting financial results[170]. Supply Chain and Customer Concentration Risks - Two suppliers accounted for 96.76% of total purchases for the fiscal year ended September 30, 2025, posing a significant supply risk[145]. - The two largest customers contributed approximately 96% of total revenue, with one customer at 60% and another at 36%, indicating high customer concentration risk[145]. - The company's business is highly concentrated in its Maca Series products, exposing it to significant risks related to market acceptance and demand[144]. Operational Challenges and Market Conditions - The competitive landscape in the Maca products industry is intense, with significant competition from both international and local brands[153]. - The company faces challenges in adapting to rapidly changing consumer preferences and retail landscapes, which could negatively impact financial results[155]. - The company faces risks in accurately forecasting customer demand, which could lead to excess inventory or inability to meet demand, adversely affecting net revenues and net income[166]. Geopolitical and Economic Risks - Ongoing geopolitical tensions, including U.S.-China trade relations, may create economic instability and impact the company's supply chain and consumer demand[178]. - A slowdown in the PRC economy could reduce demand for the company's products and services, impacting overall financial performance[199]. - The fluctuation of the Renminbi against the U.S. dollar may adversely affect the value of the company's Common Stock and its financial results[202]. Cybersecurity and Data Compliance - Cybersecurity threats pose risks to the company's operations, potentially leading to costly legal actions and damage to its reputation[171]. - Compliance with China's new Data Security Law and related regulations may incur significant expenses and could materially affect the company's business operations[225]. - The company may face penalties for non-compliance with cybersecurity regulations, which could lead to delisting from U.S. stock markets[228].

Core Viewpoint - CIMG Inc. announced the acquisition of Daren Business Technology Limited through its subsidiary DZR Tech Limited, aiming to enhance its digital health and sales development capabilities [1] Group 1: Acquisition Details - DZR Tech Limited entered into a definitive share purchase agreement on February 5, 2026, to acquire 100% of the equity interests in Daren Business Technology Limited [1] - The transaction is contingent upon the completion of customary closing conditions, including satisfactory due diligence [1]

Core Insights - CIMG Inc. has been awarded the "High-Quality Listed Company Award" at the 2025 Caiwen Awards, recognizing its effective business strategy upgrades and sustainable value creation [1][2]. Company Overview - CIMG specializes in digital health and sales development, utilizing technologies and marketing networks to enhance sales growth and commercial value for its partners [1][4]. - The company employs AI and cryptocurrencies, including Bitcoin and stablecoins, to drive business growth and improve brand management for its clients [4]. Award Significance - The "High-Quality Listed Company Award" evaluates companies across various sectors, focusing on financial performance, corporate governance, research and innovation, and social responsibility [2]. - The award aims to highlight industry leaders that exemplify high-quality development [2]. Strategic Developments - In 2025, CIMG initiated a strategic upgrade, making its computing power business a core corporate-level strategy [3]. - In Q4 2025, CIMG secured multiple commercial contracts and framework agreements related to computing power, with a total contract value exceeding $124 million [3]. - The CEO of CIMG, Alice Wang, emphasized the company's commitment to leveraging the award to deepen its focus on the computing power business and enhance corporate value through compliant operations [3].

Core Viewpoint - CIMG Inc. has announced the signing of five sales contracts for computing power hardware equipment, totaling approximately $2 million, indicating a strategic expansion in the computing power infrastructure industry [1][2]. Group 1: Company Developments - CIMG's subsidiary, Beijing Xinmiao Shidai Technology Development Co., Ltd., has secured contracts with multiple companies, including Guangzhou Liangjingjing Technology Co., Ltd. and Tianjin Herunsheng Technology Development Co., Ltd. [1] - The contracts cover computing servers and power electronic components, aimed at cloud service providers and industrial enterprises, reflecting the company's growth in the core hardware segment [2]. Group 2: Strategic Focus - The company emphasizes the importance of computing power as a strategic asset, comparable to semiconductors and energy, particularly in the context of China's "East Data West Computing" strategy [3]. - CIMG is developing scenario-based computing power solutions to meet diverse client needs, offering end-to-end services that include hardware configuration and after-sales support [3]. Group 3: Business Model and Clientele - CIMG leverages AI and cryptocurrencies to drive business growth, enhancing brand management value for clients [4]. - The company's client portfolio includes notable brands such as Kangduoyuan and Maca-Noni, showcasing its diverse market engagement [4].

Core Viewpoint - CIMG Inc. has announced a sales agreement through its subsidiary, Zhimeng, to supply wood chips to Yuncheng Trading, which is expected to stabilize the company's raw material supply chain and positively impact its financial performance [1][2][3]. Group 1: Sales Agreement Details - Zhimeng will supply approximately 15,000 bone-dry metric tons of wood chips, including eucalyptus, acacia, and mixed wood chips, to Yuncheng Trading, with a total contract value of approximately US$2.59 million [2]. - The delivery is expected to be completed by February 28, 2026, with a variance allowance of up to 10% on the total quantity [2]. Group 2: Strategic Implications - The sales agreement is aimed at establishing long-term, stable relationships with both upstream and downstream partners, aligning with the company's strategic development objectives [3]. - The company reports steady performance growth across all business lines, indicating a sound operational status [3]. Group 3: Company Overview - CIMG specializes in digital health and sales development, leveraging technologies and marketing networks to enhance business partners' sales growth [1]. - The company employs AI and cryptocurrencies to drive business growth, with a client portfolio that includes brands such as Kangduoyuan and Maca-Noni [4].