SCHEDULE: Xiaodong Liu, Vmade Co. Boost CIMG Inc. Stake to 17.2%

Xiaodong Liu and Vmade Co., Ltd have significantly increased their beneficial ownership in CIMG Inc. to 17.2% through recent stock and warrant acquisitions.

Summary

• Xiaodong Liu, through Vmade Co., Ltd, now beneficially owns 32,400,282 shares of CIMG Inc. common stock.
• This represents 17.2% of the company's outstanding common stock, calculated based on 188,180,751 shares outstanding as of September 17, 2025, plus additional shares from Vmade Co., Ltd.
• The ownership includes 590,701 shares acquired from the conversion of a $550,000 convertible note purchased on August 20, 2024, and converted on October 31, 2024.
• An additional 2,937,787 shares were acquired from the conversion of a $1,510,000 convertible note purchased on December 12, 2024, and converted on March 18, 2025.
• Vmade Co., Ltd also holds warrants to acquire up to 3,871,794 shares of common stock.
• A substantial acquisition of 25,000,000 shares occurred on September 2, 2025, for an aggregate consideration of 110,000 Bitcoin (BTC) pursuant to a Securities Purchase Agreement dated August 25, 2025.
• All acquisitions were funded using Vmade Co., Ltd's own working capital, with no borrowed funds.
• The purpose of these acquisitions is to make a financial investment in CIMG Inc., with the Reporting Persons retaining flexibility to adjust their position based on various factors.

Sentiment

Score: 7

Explanation: The significant increase in a major investor's stake, funded by working capital and including a substantial Bitcoin transaction, generally indicates a positive outlook from the investor. This could be seen as a vote of confidence in CIMG Inc.'s future, although the filing itself is a factual disclosure of ownership rather than a performance report.

Positives

• A significant increase in a major investor's stake, indicating confidence in CIMG Inc.'s future prospects.
• The investor used working capital for all acquisitions, suggesting financial strength and no reliance on debt for this investment.
• The acquisition of 25,000,000 shares for 110,000 BTC represents a substantial capital injection or asset transfer to CIMG Inc., which can be utilized for company operations or strategic initiatives.

Risks

• The Reporting Persons may change their investment strategy, including purchasing additional shares, selling some or all of their shares, or engaging in hedging transactions, which could impact CIMG Inc.'s stock price.
• The value of the investment is subject to various factors, including CIMG Inc.'s financial position, strategic direction, actions taken by the Board, price levels of common stock, market conditions, and general economic and industry conditions.

Future Outlook

The Reporting Persons intend to continuously review their investment in CIMG Inc. and may adjust their position by purchasing additional shares, selling existing shares, or engaging in hedging transactions based on various factors including CIMG Inc.'s financial health, strategic direction, market conditions, and other investment opportunities.

Industry Context

This filing indicates a significant increase in a single investor's stake in CIMG Inc., which could be interpreted as a vote of confidence in the company's future prospects. The use of Bitcoin as consideration for a substantial share purchase is notable, reflecting a growing trend of digital asset integration in traditional financial transactions, particularly in companies that may have exposure or interest in the digital asset space. Without further information on CIMG Inc.'s specific business, it is difficult to assess broader industry trends, but a large stake by a single entity often signals potential strategic shifts or increased oversight.

Corporate Governance

Related Party Transactions

• The filing details transactions between the Issuer (CIMG Inc.) and Vmade Co., Ltd (a reporting person), including the purchase of convertible notes, warrants, and common stock. Xiaodong Liu, as 100% owner of Vmade Co., Ltd, is also a reporting person.

Stakeholder Impact

• Shareholders: Increased institutional ownership could stabilize the stock or signal confidence. The potential future resale of registered shares could increase supply.
• Company (CIMG Inc.): Received capital through convertible notes and a substantial Bitcoin payment for shares, which can be used for operations or strategic initiatives.

Next Steps

• CIMG Inc. is required to file an initial Registration Statement on Form S-1 covering the resale of all registrable securities (conversion shares and warrant shares) within 30 days of its Form 10-K filing for the fiscal year ended September 30, 2024, or five business days after stockholder approval of the Purchase Agreement, whichever is later.
• The Reporting Persons will continue to review their investment and may take further actions, including purchasing or selling shares, or engaging in hedging transactions, based on various market and company-specific factors.

Key Dates

Recommendation

The filing indicates a significant increase in a major investor's stake in CIMG Inc., suggesting a vote of confidence and providing capital to the company. This is generally a positive signal. However, a Schedule 13D primarily reports ownership and intent, not operational performance or financial results. While the increased stake is noteworthy, without further information on CIMG Inc.'s business fundamentals, financial health, and strategic plans, a 'hold' recommendation is prudent. Investors should monitor the company's future disclosures and the investor's actions, as the Reporting Persons explicitly state they may buy more or sell shares depending on various factors.

Keywords

CIMG Inc., Xiaodong Liu, Vmade Co. Ltd, Schedule 13D, Beneficial Ownership, Common Stock, Convertible Note, Warrants, Securities Purchase Agreement, Institutional Investor, Equity Stake, Bitcoin Acquisition