CIMG Inc.

CIMG Inc. has filed an S-1 registration statement for a proposed direct offering of up to 900,000,000 units, each consisting of one share of common stock and one warrant, at a purchase price of $0.015 per unit. The offering may accept payment in Bitcoin. A separate prospectus will cover the resale of up to 43,000,000 shares by existing stockholders. The company, formerly Nuzee, Inc., is undergoing a business transformation, expanding into healthy foods and AI services in Asia, and has adopted a treasury strategy including holding Bitcoin. The company's common stock was previously delisted from Nasdaq and is currently quoted on OTC Markets.

CIMG Inc. has increased its authorized shares of common stock from 2 billion to 5 billion shares, maintaining a par value of $0.00001 per share. This amendment to the company's Articles of Incorporation was filed with the Nevada Secretary of State on May 29, 2026. The increase had previously been approved by the board of directors and a majority of shareholders on April 14, 2026, with an Information Statement filed with the SEC on April 30, 2026.

CIMG Inc. filed an Amendment No. 2 to its S-1 Registration Statement for a direct offering of up to 900,000,000 units at $0.015 per unit, totaling approximately $13,500,000, with payment accepted in Bitcoin. The company's common stock was delisted from Nasdaq, with the decision affirmed on May 26, 2026, and is now quoted on the OTC Markets under "CIMG." CIMG is undergoing a business transformation, expanding into health and wellness products and AI computing power products, while also adopting a treasury management strategy to hold Bitcoin as a long-term reserve asset. The filing also highlights significant legal and operational risks associated with its operations in Hong Kong and mainland China, including potential regulatory changes and the Holding Foreign Companies Accountable Act (HFCAA).

CIMG Inc. reported its financial results for the second quarter ended March 31, 2026, with total revenue reaching $3.2 million. For the six months ended March 31, 2026, total revenue surged 82,969% year-over-year to $18.9 million, driven by strong performance across its three core product lines. The company also highlighted its strategic transformation, focus on the Asian market, and significant digital asset holdings of $49.85 million in bitcoins.

CIMG Inc. reported a net loss of $34.87 million for the six months ended March 31, 2026, a substantial increase from $1.92 million in the prior year, primarily due to a $31.63 million fair value variation. The company's common stock was delisted from Nasdaq in March 2026 and now trades on the OTC Markets. CIMG also issued a going concern warning due to recurring losses, negative cash flows, and negative working capital, indicating a need for immediate additional capital.

CIMG Inc. filed an S-1/A for a direct offering of up to 900,000,000 units (common stock and warrants) to non-U.S. investors, with an initial closing for approximately $13.5 million in Bitcoin and potential total gross proceeds of up to $650 million. Concurrently, certain stockholders are offering up to 43,000,000 shares in a secondary offering. The company was delisted from Nasdaq in March 2026 and is appealing the decision, with its common stock now quoted on OTC Markets. CIMG has undergone a business transformation, expanding into health and wellness products (Maca, traditional Chinese medicine series) and AI computing power products, while also adopting Bitcoin as a long-term reserve asset. The filing highlights significant legal and operational risks associated with its operations in China and Hong Kong, including regulatory uncertainties and potential impacts from PRC government policies.

CIMG Inc. filed an S-1 amendment for a direct offering of up to 900,000,000 units, each consisting of one common stock share and one warrant, with potential aggregate gross proceeds of up to $650,000,000, payable in Bitcoin. An initial closing is expected to raise approximately $13,500,000 in Bitcoin. The filing also includes a resale prospectus for up to 43,000,000 shares by selling stockholders. The company's common stock is currently quoted on OTC Markets after being delisted from Nasdaq, and it has expanded its business into health and wellness products and AI computing power, alongside adopting a Bitcoin treasury strategy, while facing significant regulatory risks in China and Hong Kong.