8-K
CIMG Inc. (CIMG)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2025
CIMGInc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39338 | 38-3849791 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization | (Commission<br><br> <br>File<br> No.) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
RoomR2, FTY D, 16/F, Kin Ga Industrial Building,
9San On Street**, TuenMun** , HongKong
00000
(Address of principal executive offices)
+
852 70106695
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:
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.00001 par<br> value | IMG | The Nasdaq Stock Market<br> LLC |
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.
BitcoinPurchase Agreement
On October 20, 2025, CIMG Pte. Ltd., a Singapore limited liability company and a wholly owned subsidiary of CIMG Inc. (the “Company”), entered into a Bitcoin Purchase Agreement (the “Bitcoin Purchase Agreement”) with Lordan Group Ltd., as seller, pursuant to which CIMG Pte. Ltd. agreed to purchase an aggregate of 230 Bitcoin (BTC) from the seller. The transaction price was determined based on a floating pricing mechanism tied to market prices over a 30-day period following execution of the Bitcoin Purchase Agreement, with an estimated aggregate purchase price of approximately USD 24.61 million.
Under the terms of the Bitcoin Purchase Agreement, payment of the purchase price was made in installments within 30 working days following execution, and the seller was required to transfer the Bitcoin to a digital wallet address designated by CIMG Pte. Ltd. within 20 days after receipt of full payment, with transfer completion confirmed on the applicable blockchain network.
The Bitcoin Purchase Agreement contains customary representations and warranties, covenants, risk acknowledgements related to digital assets, confidentiality provisions, liquidated damages for breach, and dispute resolution provisions.
The foregoing description of the Bitcoin Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Bitcoin Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On December 12, 2025, CIMG Pte. Ltd. completed the purchase of 230 Bitcoin (BTC) pursuant to the Bitcoin Purchase Agreement. Upon completion of the transaction, the seller transferred the 230 Bitcoin to a digital wallet address designated by CIMG Pte. Ltd. The aggregate purchase price for the Bitcoin was approximately USD 24.61 million, and was funded using the Company’s internal sources of capital. Following the completion of this transaction, the Company’s total Bitcoin holdings increased to 730 Bitcoin.
ChinaMerchants Bank IT Equipment Procurement Framework Contract
On December 12, 2025, the Company, through its wholly owned subsidiary Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan Shangyue”), entered into a China Merchants Bank IT Equipment Procurement Framework Contract (the “IT Equipment Procurement Framework Contract”) with China Merchants Bank Co., Ltd. (“CMB”).
Pursuant to the IT Equipment Procurement Framework Contract, Zhongyan Shangyue agreed to supply CMB with certain computing power and server equipment, including CPU servers and GPU servers, together with related installation, commissioning, warranty and maintenance services. The total agreement value is approximately RMB 752.2 million (approximately USD 106.5 million), inclusive of value-added tax, with the final amount subject to CMB’s inspection and acceptance. If CMB modifies its quantity requirements for the products, Zhongyan Shangyue is obligated to supply the corresponding products upon receipt of notice from CMB, with the contract amount to be determined based on the actual quantities ordered and accepted.
Under the terms of the IT Equipment Procurement Framework Contract, Zhongyan Shangyue is required to deliver the equipment to designated locations specified by CMB within 30 working days from the execution of this IT Equipment Procurement Framework Contract and to provide a warranty period of 60 months from acceptance. Payment is to be made by CMB within 60 working days after acceptance of the products and receipt of a valid value-added tax invoice.
The IT Equipment Procurement Framework Contract contains customary representations, warranties, quality assurance obligations, service continuity requirements, intellectual property protections, liquidated damages, force majeure provisions and dispute resolution terms.
The foregoing description of the IT Equipment Procurement Framework Contract does not purport to be complete and is qualified in its entirety by reference to the full text of the IT Equipment Procurement Framework Contract, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01, “Entry into a Material Definitive Agreement (Bitcoin Purchase Agreement),” of this Current Report on Form 8-K is incorporated herein by reference.
Item7.01 Regulation FD Disclosure.
On December 17, 2025, the Company issued a press release announcing that it has acquired 230 Bitcoin (BTC) pursuant to the Bitcoin purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
On December 15, 2025, the Company issued a press release announcing that Zhongyan Shangyue has entered into the IT Equipment Procurement Framework Contract. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
On December 8, 2025, the Company issued a press release announcing that its wholly owned subsidiaries had entered into two separate sales contracts for computing power products with an aggregate contract value of approximately USD 1.78 million. Specifically, Zhongyan Shangyue entered into a sales contract with Zhonghao Xinying (Hangzhou) Co., Ltd. for the sale of 64 units of high-performance computing servers, and Beijing Xinmiao Shidai Technology Co., Ltd. entered into a sales contract with Shanghai Yundeng Technology Co., Ltd. for the delivery of 145 units of NVIDIA graphics cards. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Item9.01 Financial Statement and Exhibits
(d)Exhibits.
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.
| CIMG Inc. | ||
|---|---|---|
| Dated: December 17, 2025 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer |
Exhibit 10.1
Exhibit 10.2
Exhibit 99.1
CIMG Inc. Acquires 230 Bitcoin, Bringing Total Holdings to 730
BEIJING, China, December 17, 2025 – CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technology and marketing to enhance its business partners’ sales growth and commercial value, today announced that it has recently acquired an additional 230 Bitcoin using internal sources of capital, for total purchase price of approximately US $24,610,000. Following the completion of this transaction, the Company’s total Bitcoin holdings has reached 730.
The company stated that the current “cooling period” in the digital asset market has provided a strategic entry point, noting that Bitcoin serves as a liquid asset that supports value preservation.
Alice Wang, Chairman and CEO of CIMG, commented: “We remain committed to a long-term perspective, guided by ongoing capital accumulation. We continuously evaluate opportunities and act decisively when conditions are favorable. As a cornerstone asset in the industry, Bitcoin holds strong long-term investment value. This transaction marks another significant milestone in CIMG’s consistent execution of its Bitcoin reserve strategy.”
AboutCIMG Inc.
CIMG Inc. is a global business group in the digital health industry, built around cryptocurrency strategies. The company leverages AI and cryptocurrencies (such as Bitcoin and stablecoins) to drive industry growth, helping clients maximize user acquisition and brand management value. Its current portfolio includes brands like Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.
Forward-LookingStatements
This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. The Company encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.
For more information, please contact:
http://www.ccmg.tech
ir@ccmg.tech
Exhibit 99.2
CIMG Inc. Announces New Contract for Computing Power Equipment Sale with Contract Value of Approximately USD 106.5 Million
BEIJING, China, December 15, 2025 – CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technology and marketing to enhance its business partners’ sales growth and commercial value, today announced that its it has entered into a sales contract for computing power equipment via its wholly-owned subsidiary, Zhongyan Shangyue Technology Co., Ltd., with a well-known commercial bank in China. The contract, which is now officially signed and effective, has a value of approximately USD 106.5 million, inclusive of tax, subject to the purchaser’s inspection and acceptance of the computing power equipment.
This new contract marks another significant breakthrough in CIMG’s computing power business segment and is expected to contribute to sustained, stable revenue and cash flow for the Company.
AboutCIMG Inc.
CIMG Inc. is a global business group in the digital health industry, built around cryptocurrency strategies. The company leverages AI and cryptocurrencies (such as Bitcoin and stablecoins) to drive industry growth, helping clients maximize user acquisition and brand management value. Its current portfolio includes brands like Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.
Forward-LookingStatements
This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. The Company encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.
For more information, please contact:
http://www.ccmg.tech
ir@ccmg.tech
Exhibit 99.3
CIMG Inc. Announces Execution of Computing Power Product Sales Contracts Totaling Approximately USD 1.779 Million via Subsidiaries
BEIJING, China, December 8, 2025 – CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technology and marketing to enhance its business partners’ sales growth and commercial value, today announced that its wholly-owned subsidiaries have entered into two separate sales contracts for computing power products, with a total contract value of approximately USD 1,779,070. Both contracts have been signed and are now effective.
Contract Details:
1. Zhongyan Shangyue Technology Co., Ltd., a CIMG subsidiary, has signed a contract with Zhonghao Xinying (Hangzhou) Co ., Ltd. for the sale of 64 units of high-performance computing servers. These servers are designed to support ultra-high-density computing and AI large model training scenarios.
2. Beijing Xinmiao Shidai Technology Co., Ltd., another CIMG subsidiary, has entered into a contract with Shanghai Yundeng Technology Co ., Ltd. for the delivery of 145 units of NVIDIA’graphics cards.
CIMG’s expansion into the computing power sector marks a strategic initiative launched in Q4 2025. This move follows the Company’s partnership agreement with Inspur Electronic Information Industry Co., Ltd. (Inspur) signed on October 31, 2025, to distribute Inspur products through offline channels.
Since November, CIMG has been actively expanding its offline sales network and has established dedicated sales teams in key regions across China, including Northern and Southern China.
Ms. Alice Wang, Chairwoman and Chief Executive Officer of CIMG, commented, “Our strategic expansion into the computing power industry represents a new and promising endeavor initiated in the fourth quarter of 2025. We are encouraged by the early commercial traction, as evidenced by the recent series of signed sales contracts. These initial results validate this new vertical as a potential growth driver for the Company.”
“Looking ahead to 2026, CIMG will remain committed to our core strategy of ‘Deepening Roots in Mainland China while Expanding Globally.’ We plan to intensify our focus on the computing power sector, accelerate business development in this area, and thereby enhance the Company’s overall competitiveness and resilience,” added Ms. Wang.
AboutCIMG Inc.
CIMG Inc. is a global business group in the digital health industry, built around cryptocurrency strategies. The company leverages AI and cryptocurrencies (such as Bitcoin and stablecoins) to drive industry growth, helping clients maximize user acquisition and brand management value. Its current portfolio includes brands like Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.
Forward-LookingStatements
This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. There cannot be any assurance that the Company and Flock well enter into a definitive agreement. The Company encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.
For more information, please contact:
http://www.ccmg.tech
ir@ccmg.tech