S-1: CIMG Inc. Files $650M Offering Amid Nasdaq Delisting & Going Concern Doubts

Sentiment:

S-1 Registration Statement 26 March 2026 9:42 AM

CIMG Inc. is seeking to raise up to $650 million through a direct offering of units and warrants, payable in cash or Bitcoin, as it navigates a recent delisting from Nasdaq and shifts its business focus to health and AI products in Asia.

Delay expectedThe issuance of remaining shares and warrant shares in the primary offering is subject to obtaining stockholder approval to increase authorized shares of Common Stock.The conversion of convertible notes issued on February 11, 2026, is not convertible prior to stockholder approval.The Kim Litigation and Ex-Directors Lawsuit are ongoing, with discovery in the Kim case and a judgment by default in the Ex-Directors case, indicating delays in resolving legal liabilities.The refund of a $1,404,745 prepayment for stem cell products was delayed due to the supplier's failure to deliver as scheduled.

Capital raiseThe company is undertaking a direct offering of up to 900,000,000 units (common stock + warrants) to certain non-U.S. investors, aiming to raise up to $650,000,000.The offering allows payment in U.S. dollars or Bitcoin, with an assumed Bitcoin price of $65,000.An initial closing is expected to generate approximately $13,500,000 (207.69 Bitcoin).Subsequent closings for additional units are contingent on obtaining stockholder approval to increase authorized shares of Common Stock.The company entered into a convertible note and warrant purchase agreement on February 11, 2026, for $5,000,000 in convertible promissory notes and warrants, with an initial closing of $1,600,000 completed on February 13, 2026.The company explicitly states its intention to seek additional capital through public or private equity offerings or equity-linked instruments to fund operations.

Worse than expectedThe company was delisted from Nasdaq on March 4, 2026, due to non-compliance with multiple listing rules, indicating a significant regulatory setback.The independent auditor's report for FY2025 includes an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern, highlighting severe financial distress.Net loss for the three months ended December 31, 2025, increased significantly to $19,426,273 from $1,536,249 in the prior year, primarily due to fair value variation of digital assets.Gross profit margin sharply declined to 0.55% for the three months ended December 31, 2025, from 67.73% in the prior year, indicating a substantial reduction in profitability from sales.The company has negative working capital of $7,493,110 as of December 31, 2025, and a cash balance of only $45,356, indicating severe liquidity issues.

Summary

CIMG Inc. is filing an S-1 Registration Statement for a primary offering of up to 900,000,000 units, each consisting of one share of common stock and one warrant, at $0.015 per unit.
The offering aims to raise up to $650,000,000 in gross proceeds, payable in U.S. dollars or Bitcoin (valued at $65,000 per Bitcoin).
An initial closing of up to 900,000,000 units is expected to generate approximately $13,500,000 (207.69 Bitcoin).
The company's common stock was delisted from Nasdaq on March 4, 2026, and now trades on the OTC Markets Group under the symbol CIMG; an appeal is underway.
CIMG Inc. has transitioned its business from specialty coffee to distributing Maca-enhanced food and beverages, Homology of Medicine and Food Series, and AI computing power products in Asia.
For the three months ended December 31, 2025, total revenue was $15,768,796, a significant increase from $22,853 in the prior year, primarily driven by Maca product sales.
The gross profit margin for the three months ended December 31, 2025, was 0.55%, a sharp decline from 67.73% in the prior year, attributed to discounted Maca sales and a higher proportion of lower-margin trading businesses.
Net loss for the three months ended December 31, 2025, increased to $19,426,273 from $1,536,249 in the prior year, largely due to fair value measurement of digital assets and increased operating expenses.
As of December 31, 2025, the company held 730 Bitcoin with a fair value of approximately $63,978,821, representing 94.77% of its total assets.
The company's independent auditor's report for FY2025 includes an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with significant concern due to the company's Nasdaq delisting, severe going concern issues, and sharply declining gross margins, despite substantial revenue growth driven by acquisitions and a large capital raise attempt.

Positives

Significant revenue growth for the three months ended December 31, 2025, reaching $15,768,796, up from $22,853 in the same period of 2024.
Successful business transformation from specialty coffee to health and wellness products (Maca, Homology of Medicine and Food Series) and AI computing power products.
Secured exclusive distribution and sales rights in Asia for Kangduoyuan brand Maca products for a three-year term.
Launched new product series: Homology of Medicine and Food Series (July 2024) and Computing Power Product Series (September 2025), contributing significantly to revenue.
Net loss for the fiscal year ended September 30, 2025, decreased to $4,890,555 from $8,972,735 in FY2024, primarily due to lower operating expenses.
Successfully regained compliance with several Nasdaq listing rules (5250(c)(1), 5550(b)(1), 5620(a)) by December 4, 2025, prior to the delisting determination.
Increased authorized shares of Common Stock from 600,000,000 to 2,000,000,000 on March 5, 2026, facilitating future capital raises.
Acquired several subsidiaries in China and Singapore, expanding operational footprint and distribution capabilities.

Negatives

Delisted from Nasdaq on March 4, 2026, due to failure to comply with multiple listing requirements (5550(a)(2), 5250(c)(1), 5550(b)(1), and 5620(a)).
Substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative working capital.
Significant increase in net loss for the three months ended December 31, 2025, to $19,426,273, largely driven by fair value variation of digital assets.
Gross profit margin sharply declined to 0.55% for the three months ended December 31, 2025, from 67.73% in the prior year, due to discounted Maca sales and lower-margin trading businesses.
High concentration of business in Homology of Medicine and Food Series and Computing Power Product Series (98.59% of FY2025 revenue), and reliance on a limited number of suppliers (two suppliers contributed 96.76% of FY2025 purchases) and customers (two largest customers accounted for 96% of FY2025 revenue).
Ongoing legal proceedings: Kim Litigation ($1,041,216 claim) and Ex-Directors Lawsuit ($222,062.28 judgment against the company).
Digital assets (Bitcoin) constitute 94.77% of total assets as of December 31, 2025, exposing the company to significant market volatility.
Negative working capital of $7,493,110 as of December 31, 2025.

Risks

History of net losses and expectation to continue incurring net losses in the future, with an accumulated deficit of approximately $106.67 million as of December 31, 2025.
Substantial doubt about the ability to continue as a going concern, as indicated by independent auditors, due to recurring losses and negative working capital.
Reliance on additional financing, which may not be available on favorable terms or at all, potentially leading to delays or elimination of sales and marketing initiatives.
Product safety and quality concerns could negatively affect the business, leading to product liability claims, negative publicity, and lost sales.
High business concentration in Homology of Medicine and Food Series and Computing Power Product Series (98.59% of FY2025 revenue), making the company vulnerable to adverse developments in these markets.
Reliance on a limited number of suppliers (two suppliers contributed 96.76% of FY2025 purchases) and customers (two largest customers accounted for 96% of FY2025 revenue), increasing supply chain and revenue concentration risks.
Failure to successfully develop and timely launch new products could negatively affect financial results and growth strategy.
Difficulty in predicting future financial results due to the early stage of commercialization of current product lines, leading to potential operating result fluctuations.
International operations subject the company to complex legal and regulatory requirements, including product labeling and marketing claims, with non-compliance potentially leading to fines, penalties, and reputational damage.
Increased competition in the Maca products industry, including from major international and local brands, could hurt business.
Changes in the Maca products environment and retail landscape could impact financial results.
Dependence on the performance of third-party suppliers, manufacturing partners, and distribution networks, with non-performance or deficient performance undermining operations and profitability.
Interruption or increased costs in the supply chain and sales network could affect the ability to manufacture or distribute products.
Loss of senior management or inability to attract and retain highly skilled personnel could materially adversely affect the business.
Decentralized management structure may lead to additional expenses and communication delays.
Expected inflationary pressure on cost structure, which may not be offset by price increases or could lead to sales volume declines.
Inability to manage future growth effectively could make it difficult to execute business strategy.
Failure to accurately forecast customer demand for products, or to quickly adjust to forecast changes, could adversely affect business and financial results.
Inability to adequately protect intellectual property rights, or being subject to infringement claims, could harm competitive position and disrupt operations.
Failure to comply with applicable transfer pricing and similar regulations could harm business and financial results.
Inability to protect information systems against service interruption or failure, misappropriation of data, or breaches of security could disrupt operations, lead to costly government enforcement actions and private litigation, and damage reputation.
Employment litigation and unfavorable publicity could negatively affect future business.
Currently pending, threatened, or future litigation or governmental or regulatory proceedings or inquiries could result in material adverse consequences.
Future acquisitions of and investments in new businesses could impact business and financial condition.
Ongoing geopolitical tensions around the world, particularly between the United States and China, may have a material adverse effect on business, financial condition, and results of operations.
Exposure to risks related to digital assets (Bitcoin) and artificial intelligence, including volatility, custody, valuation, liquidity, accounting, and regulatory uncertainty.
Future prices of Bitcoin not being sufficiently high could materially and adversely affect business, results of operations, and financial condition.
Changes in blockchain validation protocols, network rules, or other fundamental changes to the Bitcoin ecosystem could reduce demand for Bitcoin and adversely affect the value of Bitcoin holdings.
Regulatory authorities may in the future determine that Bitcoin is a security, which could materially reduce its liquidity and value and adversely affect financial condition and results of operations.
Changes in U.S. regulatory interpretation relating to digital assets could reduce the value and liquidity of Bitcoin holdings and could materially and adversely affect financial condition and results of operations.
Changes in the policies of the PRC government could have a significant impact upon the business that may be conducted in the PRC and the profitability of business.
Hong Kong subsidiaries are subject to various evolving Hong Kong laws and regulations regarding data security and anti-monopoly, which could subject them to government enforcement actions and investigations, fines, penalties, and suspension or disruption of operations.
The PRC government may intervene in, or influence, the conduct of business to ensure compliance with PRC laws and regulations, which could result in a material change in operations and/or the value of Common Stock.
The approval and/or other requirements of the CSRC or other mainland China governmental authorities may be required in connection with the issuance of securities overseas under mainland China rules, regulations or policies, and, if required, the company cannot predict whether or for how long such approval will be obtained or such other requirements completed.
A slowdown or other adverse developments in the PRC economy may harm customers and the demand for services and products.
If relations between the United States and China worsen, investors may be unwilling to hold or buy stock and stock price may decrease.
Future inflation in China may inhibit the profitability of business in China.
The fluctuation of the Renminbi may have a material adverse effect on investment.
Restrictions on currency exchange may limit the ability to receive and use revenue effectively.
Subsidiaries in China are subject to restrictions on making dividends and other payments to the parent company.
Uncertainties with respect to the PRC legal system could have a material adverse effect.
The PRC's legal and judicial system under special circumstances may not adequately protect business and operations and the rights of foreign investors.
Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process which could make it more difficult to pursue growth through acquisitions in China.
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent making loans or additional capital contributions to the PRC Subsidiaries and affiliated entities, which could harm liquidity and the ability to fund and expand business.
Must remit offering proceeds to China in a future securities issuance before they may be used to benefit business in China, the process of which may be time-consuming, and there is no assurance that all necessary governmental registration processes can be completed in a timely manner.
A failure by the beneficial owners of shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict the ability to distribute profits, restrict overseas and cross-border investment activities and subject the company to liability under PRC law.
May be subject to fine due to insufficient payment of the social insurance and housing fund of the employees.
May face difficulties in protecting interests and exercising rights as a stockholder since part of operations are conducted in China and part of officers and directors reside in China.
May experience difficulties in protecting rights through the United States courts.
Increases in labor costs in the PRC may adversely affect business and profitability.
If the PCAOB is unable to inspect or fully investigate auditors, Common Stock may be delisted under the Holding Foreign Companies Accountable Act and the Accelerating Holding Foreign Companies Accountable Act.
May be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection, and any failure to comply could have a material adverse effect on business and securities.
Compliance with China's new Data Security Law, Measures on Cybersecurity Review, Personal Information Protection Law, regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect business.
Failure to comply with the Foreign Corrupt Practices Act could adversely affect business.
Could be required to register as an investment company under the Investment Company Act of 1940, and changes in the regulation or classification of Bitcoin could subject the company to additional regulatory requirements.
The market price of stock may be volatile, and investors could lose all or part of their investment.
Despite previous listing on the Nasdaq Capital Market, there can be no assurance that an active trading market for Common Stock will be sustained.
Common stock has been delisted from The Nasdaq Capital Market and now trades on the OTC Markets Group, and Nasdaq could delist securities again in the future if the company fails to comply with listing standards should it seek to relist.
Broad discretion in the use of the net proceeds from recent offerings, which may not be used effectively, could affect results of operations and cause stock price to decline.
Incur significant costs as a result of operating as a public company, and management must devote substantial time to compliance initiatives.
Expect to incur significant costs and devote substantial management time to maintaining disclosure controls and procedures and internal control over financial reporting, and may be unable to prevent or detect all errors or acts of fraud or to accurately and timely report financial results or file periodic reports.
If unable to maintain an effective system of internal control over financial reporting, may not be able to accurately report financial results, timely file periodic reports, maintain reporting status or prevent fraud.
Anti-takeover provisions in third amended and restated bylaws and Nevada law might discourage, delay or prevent a change of control of the company or changes in management and, therefore, depress the trading price of securities.
If equity research analysts do not publish research or reports about business or if they issue unfavorable commentary or downgrade Common Stock, the price of Common Stock could decline.
May be subject to securities litigation, which is expensive and could divert management attention.
Never paid dividends on capital stock and do not anticipate paying any dividends in the foreseeable future, so any profits from an investment will depend on whether the price of Common Stock increases.
Claims for indemnification by directors and officers may reduce available funds to satisfy successful third-party claims and may reduce the amount of money available to the company.

Future Outlook

The company intends to hold Bitcoin received from the offering as part of its treasury strategy, potentially converting it to U.S. dollars for working capital and general corporate purposes. It plans to continue expanding its product offerings in the Maca and Homology of Medicine and Food series, and to develop its own Computing Power Product Series directly for individual users. Geographic expansion is targeted for Asia, North America, and Europe, supported by enhanced digital marketing and diversified distribution channels. The company expects to need additional capital beyond the next twelve months to fund planned operations.

Management Comments

We are committed to leveraging artificial intelligence and, where appropriate, blockchain related technologies to support industrial development and help our clients improve user growth and brand management.
CIMG is optimistic in its ability to achieve sales growth and enhance the Company’s enterprise value through a comprehensive digital marketing strategy.
We are committed to providing high-quality products with a focus on responsible and sustainable sourcing to consumers seeking to enhance their health and wellness.
We continuously refine our artificial intelligence data-processing templates and enhance the learning capabilities of the modules to deliver more accurate intelligent services across a broad range of industries.
Management believes that the terms of these [related party] transactions are not materially different from those that could have been obtained from independent third parties under similar circumstances.

Industry Context

StockSavvy.ai notes that CIMG Inc.'s strategic pivot into health and wellness products, particularly Maca-based items, and AI computing power aligns with growing global trends in natural health and digital transformation. The projected CAGR of over 4.2% for the global Maca market (2026-2035) and 4.5% for Medicine and Food Homologous Products market (2025-2031) indicates a favorable market environment for its new product lines. The artificial intelligence hardware market's projected CAGR of 18% (2025-2034) also suggests significant growth potential for its computing power series. However, the intense competition in the 'massive health industry' and the entry of traditional technology industries into AI pose challenges, requiring CIMG to differentiate on quality, technology, and sustainable sourcing.

Comparison to Industry Standards

The global Maca market is projected to grow at a compound annual growth rate (CAGR) of more than 4.2% from 2026 to 2035, exceeding approximately $100 million by 2035.
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.
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%.
CIMG Inc. competes with major international Maca products companies and local brands, many with greater financial resources.
The company's gross profit margin of 0.55% for Q4 2025 and 1.22% for FY2025 is significantly lower than the 67.73% reported in Q4 2024, indicating a shift towards lower-margin trading activities compared to its previous business model.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Chairperson	Masateru Higashida	Jianshuang Wang	June 6, 2024	Mr. Higashida sold wholly-owned subsidiaries and resigned.
President	NA	Wenlong Tong	October 5, 2025	Appointment as part of business transformation.
Acting Chief Financial Officer	Zhanzhan Shi	Feng Tian	August 1, 2025	Appointment as part of business transformation.
Chief Operating Officer	NA	Xiaocheng Hao	April 30, 2025	Appointment as part of business transformation.
Director	Jian Liu	NA	December 19, 2024	Resignation.
Independent Registered Public Accounting Firm	Assentsure PAC	ST & Partners PLT	February 18, 2026	Dismissal of previous firm and engagement of new firm by Audit Committee.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	Board of Directors consists of five members, with four independent directors (Jinmei Guo Hellstroem, Yanli Hou, Changzheng Ye, and Zongmei Huang).	NA	A majority independent board is generally viewed positively for corporate oversight and shareholder protection.
Committee Structure	Established Audit, Compensation, and Nominating and Corporate Governance committees. Audit committee consists of Changzheng Ye (Chair), Yanli Hou, and Jinmei Guo Hellstroem, with Yanli Hou identified as an audit committee financial expert. Compensation committee consists of Jinmei Guo Hellstroem, Zongmei Huang (Chair), and Jianshuang Wang. Nominating and Corporate Governance committee consists of Zongmei Huang, Jinmei Guo Hellstroem (Chair), and Yanli Hou.	NA	Standard committee structure for public companies, aiming to enhance oversight and compliance, though the CEO is on the compensation committee which is not ideal for independence.
Code of Conduct	Adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees.	NA	Standard practice for public companies to promote ethical behavior and compliance.
Insider Trading Policy	Adopted an insider trading policy prohibiting short sales, derivatives, hedging, margin accounts, pledges, and short-term sales of company securities by officers, directors, and employees.	NA	A robust policy to prevent insider trading and align management/director interests with long-term shareholder value.
Clawback Policy	Adopted an Incentive-Based Compensation Clawback Policy on January 20, 2023, for certain compensation in the event of an accounting restatement due to material noncompliance.	January 20, 2023	Enhances accountability for financial reporting accuracy and aligns executive incentives with long-term performance.
Authorized Share Capital	Increased authorized shares of Common Stock from 600,000,000 to 2,000,000,000.	March 5, 2026	Provides flexibility for future equity issuances, including the current offering, but also enables potential dilution for existing shareholders.
Reverse Stock Split	Effected a 1-for-20 reverse stock split of issued and outstanding Common Stock.	December 5, 2025	Aimed to increase per-share price, potentially to meet listing requirements, but does not change total shareholder value and can sometimes be viewed negatively by the market.

Legal Proceedings

Kim Litigation: Mr. Sooncha Kim filed a complaint on October 3, 2024, alleging breach of a Convertible Note and Warrant Purchase Agreement, seeking $1,041,216 in monetary damages and specific performance. The company's motion for preliminary injunction was denied on February 13, 2025, and discovery is ongoing.
Ex-Directors Lawsuit: Former directors filed a complaint on March 10, 2025, for unpaid directors' fees and expenses from Q4 FY2023 through Q2 FY2024. A judgment by default was entered against the company on August 22, 2025, and amended on November 21, 2025, increasing the aggregate awards to $222,062.28.

Related Party Transactions

Loans advanced to Xilin Online (Beijing) E-commerce Co., Ltd. by Wanhai Liu ($12,262) and Tianyong Lv ($12,754) for FY2025.
Loans advanced to Shenzhen Zhimeng Qiyang Technology Co., Ltd. by Shengqing Li ($185,765) for FY2025.
Loans advanced to Shanghai Huomao Cultural Development Co., Ltd. ($56) and Guizhou Zhutai Huomao Liquor Industry Co., Ltd. ($637) by Hongfang Xie for FY2025.
Loan advanced from Zhongyan Shangyue Technology Co., Ltd. to Wenlong Tong ($18,662) for FY2025.
Loan advanced from Wewin Technology LLC to Wenwen Yu ($73,795) for FY2025.
Convertible notes with Metaverse Intelligence Tech Ltd. for $3,693,041 (FY2025) and $300,000 (FY2024).
As of December 31, 2025, amounts due from related parties totaled $208,714 (Wenlong Tong $15,911, Wenwen Yu $150,762, Yanli Hou $42,041).
As of December 31, 2025, amounts due to related parties totaled $1,194,655 (Wanhai Liu $12,698, Tianyong Lv $12,940, Shengqing Li $191,329, Hongfang Xie $11,171, Wenwen Yu $57,500, Yujie Liu $265,928, Dada Business Trading Co., Limited $249,681, Metaverse Intelligence Tech Ltd $250,000, YY Tech Inc. $3,862, Yanqing Chen $139,546).
Convertible notes-related party balance of $1,838,041 as of September 30, 2025, with Metaverse Intelligence Tech Ltd.

Stakeholder Impact

Shareholders: Significant dilution from the current offering and potential future issuances. Delisting from Nasdaq to OTC Markets will likely reduce liquidity and market price. The going concern warning and legal proceedings pose substantial risks to investment value.
Employees: Changes in management and business focus may impact roles and responsibilities. Potential fines for insufficient social insurance and housing fund payments in China could affect employee benefits.
Customers: Expansion of product offerings in health and wellness and AI computing aims to provide a wider variety of products and improved services. However, reliance on a limited customer base poses risks if key relationships deteriorate.
Suppliers: High concentration of purchases from a limited number of suppliers creates dependency and potential supply chain risks.
Creditors: The going concern warning and existing legal liabilities (e.g., Ex-Directors Lawsuit) indicate potential challenges in meeting obligations. The capital raise could improve liquidity but is not assured.

Next Steps

Appeal the Nasdaq Hearings Panel's delisting determination to the Nasdaq Listing and Hearing Review Council.
Obtain stockholder approval to increase authorized shares of Common Stock to facilitate subsequent closings of the direct offering and conversion of certain convertible notes.
Complete the initial closing of the direct offering by March 31, 2026.
Use commercially reasonable efforts to obtain stockholder approval for the increase in authorized shares as promptly as practicable.
Continue to expand product offerings in the Maca and Homology of Medicine and Food series.
Gradually develop and offer the Computing Power Product Series directly to individual users.
Increase global presence, particularly in Asia, North America, and Europe, through geographic expansion.
Enhance brand awareness through digital marketing, social media influencers, and sport champion partnerships.
Strengthen and diversify distribution channels, including e-commerce and retail partnerships.
Resolve ongoing legal proceedings (Kim Litigation and Ex-Directors Lawsuit).
Determine the implementation plan for subsequent advances to Beijing Yingtian Huyu Technology Co., Ltd. in 2026.
Settle employee compensation payable by March 2026.
Refund $10,000 advance payment to Easygo Business Co., Ltd. on or before June 30, 2026.
Subject to a mandatory Nasdaq Panel Monitor through November 14, 2026, and a discretionary panel monitor for one year from February 10, 2026.

Key Dates

Date	Description
March 17, 2022	Date of the Company's Third Amended and Restated Bylaws.
May 2022	Company renewed its office and manufacturing space lease in Vista, California.
December 28, 2022	Company completed a 1-for-35 reverse stock split.
January 17, 2023	Company received notice that it had regained compliance with Nasdaq's Bid Price Rule.
March 31, 2023	Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies became effective.
October 3, 2023	Start of period for which former directors claim unpaid fees and expenses in Ex-Directors Lawsuit.
June 7, 2024	Company sold NuZee KOREA Ltd. and NuZee Investment Co., Ltd. to Masateru Higashida.
August 20, 2024	Company issued convertible notes with an aggregate principal amount of $1,300,000.
September 1, 2024	Company entered into a lease for its principal office space in Delray Beach, Florida.
September 24, 2024	Company entered into a securities purchase agreement for the sale of 3,508,769 shares of Common Stock.
September 30, 2024	Fiscal year end.
October 3, 2024	Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York.
October 14, 2024	Company issued 2,807,015 shares of Common Stock to four non-U.S. investors.
October 18, 2024	Holders of warrants exercised a portion on a cashless basis, resulting in the issuance of 55,973 shares of Common Stock.
October 22, 2024	Company issued 701,754 shares of Common Stock to one non-U.S. investor.
October 31, 2024	Company changed its name to CIMG Inc. and ticker symbol from NUZE to IMG. All August 2024 convertible notes converted into 1,396,813 shares of Common Stock.
December 3, 2024	Company filed its answer to Mr. Kim's complaint.
December 12, 2024	Company entered into a convertible note and warrant purchase agreement for $10,000,000.
December 19, 2024	Mr. Jian Liu resigned from the Company's board of directors.
December 24, 2024	800,000 shares of common stock granted to employees under the 2024 Equity Incentive Plan.
January 13, 2025	Company established CIMG PTE. LTD. in Singapore.
January 14, 2025	Company received a notification letter from Nasdaq regarding non-compliance with the minimum bid price requirement ($1.00 per share).
January 16, 2025	Closing of the sale of December 2024 notes and warrants occurred. Company issued 1,282,051 warrants to purchase Common Stock.
January 17, 2025	Company received a notice from Nasdaq regarding non-compliance with timely filing of its Annual Report on Form 10-K for FY2024. Closing of the sale of December 2024 notes and warrants occurred. Company issued 1,282,051 warrants to purchase Common Stock.
January 22, 2025	Company opposed Mr. Kim's motion for preliminary injunction.
February 10, 2025	Company obtained stockholder approval for the issuance of shares underlying the December 2024 notes and warrants.
February 13, 2025	Court denied Mr. Kim's motion for preliminary injunction.
February 15, 2025	Cybersecurity Review Measures became effective.
February 19, 2025	Company received a notification letter from Nasdaq regarding non-compliance with timely filing of its Quarterly Report on Form 10-Q for Q1 FY2025.
February 28, 2025	Company entered into a lease for office space located at Room 303, 3rd Floor, Hongsheng Building, Beijing, China.
March 10, 2025	Zhongyan Shangyue Technology Co., Ltd. acquired 51% of the equity interests in Shanghai Huomao Cultural Development Co., Ltd. Former directors filed a complaint against the Company in the Superior Court of California, County of San Diego.
March 18, 2025	Company submitted a compliance plan to Nasdaq. Investors submitted their respective conversion notices for December 2024 notes, upon which the Company issued 19,457,618 shares of Common Stock.
March 19, 2025	Company entered into a lease for office space located at 83-102 and 83-103, Xishuidongcheng, Liangxi District, Wuxi, China.
March 21, 2025	Beijing Zhongyan established a wholly owned subsidiary, Henan Zhongyan Shangyue Technology Co., Ltd.
March 27, 2025	Beijing Zhongyan entered into a business cooperation intent agreement with Xilin Online (Beijing) E-commerce Co., Ltd.
March 31, 2025	Company completed the acquisition of Beijing Xilin.
April 22, 2025	Company completed the acquisition of Shanghai Huomao. 10,000 shares granted to employees under the 2024 Equity Incentive Plan.
May 19, 2025	Company received a notice from Nasdaq regarding non-compliance with timely filing of its Quarterly Report on Form 10-Q for the three months ended March 31, 2025.
June 2, 2025	Company entered into a share purchase agreement with certain non-U.S. investors for 6,000,000 shares of Common Stock.
June 3, 2025	Company submitted an update to its original compliance plan to Nasdaq.
June 9, 2025	Closing of the sale of 6,000,000 shares of Common Stock occurred.
June 13, 2025	Deadline for filing Form 10-K for the fiscal year ended September 30, 2024 (Company did not file).
June 20, 2025	Sales contract entered into with Easygo Business Co., Ltd. for the purchase of single-serve coffee products.
June 27, 2025	Company received a delisting determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC.
July 1, 2025	Company entered into a financial advisory services agreement with Sunflower Tech Limited.
July 7, 2025	Company appealed the Nasdaq delisting determination letter dated June 27, 2025.
July 10, 2025	Zhongyan Shangyue Technology Co., Ltd. entered into a Medical Health Agreement with a supplier for the purchase of stem cell products.
July 14, 2025	Deadline to regain compliance with Nasdaq minimum bid price requirement. Deadline for filing Form 10-Q for the quarter ended December 31, 2024.
July 17, 2025	Company received an additional delisting determination letter from Nasdaq. Company remitted full payment of RMB 10,001,000 (approximately $1,404,745) for stem cell products.
July 21, 2025	Company filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
July 30, 2025	Amended Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC.
August 1, 2025	Beijing Zhongyan entered into a business cooperation intent agreement with Shenzhen Zhimeng Qiyang Technology Co., Ltd.
August 14, 2025	Nasdaq Hearings Panel scheduled a hearing for the appeal.
August 20, 2025	Company received a delinquency notification letter from Nasdaq regarding non-compliance with timely filing of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.
August 21, 2025	Company entered into a convertible bond purchase agreement with certain non-U.S. investors to issue convertible notes with an aggregate principal amount of $4,000,000.
August 22, 2025	A judgment by default was entered against the Company in the Ex-Directors Lawsuit in the amount of $58,920.34.
August 25, 2025	Company entered into a securities purchase agreement with certain non-U.S. investors for 220,000,000 shares of Common Stock for an aggregate consideration of $55,000,000 worth of Bitcoin.
August 26, 2025	Company filed with the SEC its Quarterly Report on Form 10-Q for the three months ended December 31, 2024.
September 2, 2025	Nasdaq Hearings Panel issued a decision granting the Company's request to continue its listing on The Nasdaq Stock Market, subject to conditions. Company issued 148,100,000 shares of Common Stock to August 2025 Investors.
September 3, 2025	Beijing Zhongyan established a wholly owned subsidiary, Beijing Zhongyan Shangyue Holdings Co., Ltd.
September 9, 2025	August 2025 Notes Investors converted a portion of the August 2025 Notes, and, as a result, the Company issued them an aggregate of 8,333,333 shares of Common Stock.
September 16, 2025	Henan Zhongyan established a wholly owned subsidiary, Henan Nuanyou Agricultural Science and Technology Co., Ltd.
September 23, 2025	DZR Tech Limited acquired Braincon Limited and its subsidiaries.
September 24, 2025	Company filed with the SEC its Quarterly Report on Form 10-Q for the three months ended March 31, 2025.
September 25, 2025	Company's Board of Directors approved an increase in the authorized number of common shares from 200,000,000 to 600,000,000 shares.
September 29, 2025	Business registration change for Shenzhen Zhimeng Qiyang Technology Co., Ltd. approved.
September 30, 2025	Fiscal year end.
October 8, 2025	Company received a delinquency notification letter from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5620(a) and Nasdaq Listing Rule 5810(c)(2)(G) because the Company did not hold an annual meeting of stockholders.
October 10, 2025	Company entered into a lease for office space in Boca Raton, Florida.
October 16, 2025	Company decided to dispose of its historical Maca Inventories. Beijing Zhongyan entered into a purchase agreement with a customer in China and sold approximately 243.51 metric tons of maca raw materials and 680.09 kilograms of maca seed products for total consideration of $12,963,548.
October 20, 2025	CIMG Pte. Ltd. entered into a Bitcoin Purchase Agreement with Lordan Group Ltd. to purchase an aggregate of 230 Bitcoin.
October 28, 2025	Company held its Annual Meeting of Stockholders.
October 29, 2025	Company issued the remaining 71,900,000 shares of Common Stock to the August 2025 Investors. All 1,282,051 warrants issued on January 16, 2025, and January 17, 2025, were fully exercised.
October 30, 2025	The remaining related party notes of 8,333,333 shares were issued. The December 2024 Warrants were exercised in full, and, as a result, the Company issued to the December 2024 Investors an aggregate of 25,641,023 shares of Common Stock.
November 3, 2025	Company filed with the SEC its Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
November 11, 2025	Payment for Maca inventory sale received. Full refund received for Medical Health Agreement termination.
November 14, 2025	Delivery of Maca inventory products completed.
November 21, 2025	Court entered an order amending the judgment nunc pro tunc in the Ex-Directors Lawsuit, increasing the aggregate awards to all Plaintiffs to $222,062.28.
December 2, 2025	Company filed a Certificate of Change to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-20 reverse stock split.
December 4, 2025	Nasdaq notified the Company that it had regained compliance with Nasdaq Listing Rule 5250(c)(1), as well as Nasdaq Listing Rules 5550(b)(1) and 5620(a).
December 5, 2025	1-for-20 reverse stock split became effective.
December 8, 2025	Beijing Zhongyan established a wholly-owned subsidiary, Shenzhen Zhixi Yunjie Technology Co., Ltd.
December 12, 2025	Company completed the purchase of 230 Bitcoin at a cost of $24,456,951.
December 31, 2025	End of three months period for financial reporting.
February 4, 2026	Beijing Xin Miao Shi Dai Technology Development Co., Ltd. established a wholly-owned subsidiary, Foshan Dingyue Technology Co., Ltd.
February 5, 2026	Zhongyan Shangyue Technology Co., Ltd. established a wholly-owned subsidiary, Foshan Lintai Technology Co., Ltd.
February 10, 2026	Company received a letter from the Nasdaq Listing Qualifications Hearings office confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Requirement.
February 11, 2026	Company entered into a convertible note and warrant purchase agreement with certain non-U.S. investors providing for the private placement of convertible promissory notes in the aggregate principal amount of $5,000,000 and warrants.
February 13, 2026	Company filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2025, with the SEC. Company completed the initial closing and issued notes in the aggregate principal amount of $1,600,000 to investors.
February 18, 2026	Audit Committee approved the dismissal of Assentsure PAC as the Company's independent registered public accounting firm and approved the engagement of ST & Partners PLT.
February 27, 2026	Company entered into an Amended and Restated Equity Transfer Agreement with DZR Tech Limited to acquire Daren Business Technology Limited.
March 4, 2026	Nasdaq Hearings Panel determined to delist the Company's common stock from The Nasdaq Stock Market.
March 5, 2026	Company filed a Certificate of Amendment to its Articles of Incorporation to increase the number of authorized shares of Common Stock from 600,000,000 shares to 2,000,000,000 shares.
March 6, 2026	Trading in the Company's common stock on Nasdaq was suspended at the open of trading.
March 10, 2026	Company and each of Dundas Technology Limited and Kellyview Investment Limited entered into a separate performance share issuance agreement.
March 12, 2026	Company issued 37,243,948 shares of Common Stock to Dundas Technology Limited and 37,243,948 shares of Common Stock to Kellyview Investment Limited.
March 21, 2026	The February Transaction (convertible note and warrant purchase agreement) was subsequently amended and restated.
March 23, 2026	Closing trading price for Common Stock on OTC Markets was $0.0361 per share.
March 25, 2026	Date of this prospectus.
March 31, 2026	Expected closing date for the initial tranche of the direct offering.
April 10, 2026	Deadline for the Company to issue up to 74,487,896 Award Shares to Dundas Technology Limited and Kellyview Investment Limited.
August 12, 2027	Maturity date for convertible notes issued on February 11, 2026.
September 30, 2029	End of performance period for equity award shares related to Daren Business Technology Limited acquisition.

Recommendation

strong sell

The company faces severe financial distress, evidenced by a 'going concern' warning from its auditors, negative working capital, and a sharply declining gross profit margin despite revenue growth driven by acquisitions. The recent delisting from Nasdaq to the less liquid OTC Markets, coupled with ongoing legal disputes and a high concentration of assets in volatile digital currencies (Bitcoin), presents substantial risks. While a large capital raise is underway, the underlying business profitability and operational stability remain highly questionable, making the stock a high-risk, speculative investment with significant downside potential.

Keywords

CIMG Inc., SEC Filing, S-1, Direct Offering, Warrants, Common Stock, Bitcoin, Nasdaq Delisting, OTC Markets, Health and Wellness, Maca Products, AI Computing, China Operations, Going Concern, Financial Results, Capital Raise, Convertible Notes, Share Dilution, Corporate Governance, Legal Proceedings, Foreign Exchange Risk, Cybersecurity, Data Protection, HFCAA

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