8-K/A

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(Amendment No. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2024

CIMGInc.

(Exact name of registrant as specified in its charter)

6107,6th Floor, Building C4, No.1 Huangchang West Road,

Dougezhuang,Chaoyang District, Beijing

(Address of principal executive offices)

+

86 18518579917

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into a Material Definitive Agreement.

On December 17, 2024, CIMG Inc., a Nevada corporation (the “Company”), filed a Current Report on Form 8-K (the “Report”) which contained a clerical error with respect to the total number of shares of common stock for which the warrants are exercisable to purchase. The correct number of shares is 25,641,023, rather than 19,230,767. Each warrant has an exercise price of $0.39 per share. All other information in the Report remains unchanged.

Accordingly, the first paragraph of Item 1.01 of the Report is hereby amended and restated as follows:

“On December 12, 2024, the “Company, entered into a convertible note and warrant purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $10,000,000 (the “Notes”) and warrants (the “Warrants”) to purchase up to an aggregate of 25,641,023 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) in reliance on the registration exemptions of Regulation S.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.