CIMG Inc. 8-K

What Happened
CIMG Inc. (IMG) announced it entered a Purchase Agreement on February 11, 2026 for a private placement of convertible promissory notes and warrants with certain non‑U.S. investors under Regulation S. The financing contemplates up to $5,000,000 of notes in two tranches; the company completed the initial closing on February 13, 2026 and issued $1,600,000 of notes to the investors.

Key Details

• Total financing authorized: $5,000,000 in convertible notes (two tranches: $1.6M initial; $3.4M second tranche).
• Interest and maturity: Notes bear 7% annual interest and mature on August 12, 2027.
• Conversion terms: Notes are convertible into common stock at the 10‑day VWAP before conversion, but never below $0.14 per share (subject to adjustments).
• Warrants: Issued with an exercise price of $0.57 per share; exercisable only after shareholder approval required by Nasdaq rules and expire three years after issuance. Warrant coverage equals principal issued divided by the Nasdaq “Minimum Price.”
• Restriction: Investors agreed not to convert notes or exercise warrants unless and until the company obtains required shareholder approval under Nasdaq listing rules.

Why It Matters
This transaction provides near‑term capital ($1.6M closed so far) and a potential additional $3.4M, while creating a secured financing obligation (7% interest, maturity Aug 2027). If converted or exercised following required shareholder approval, the notes and warrants could result in material share issuance and dilution—conversion floors ($0.14) and warrant exercise price ($0.57) set minimum pricing thresholds. Shareholder approval under Nasdaq rules is required before conversion/exercise, so the timing and ultimate dilutive impact depend on whether and when that approval is obtained. The full Purchase Agreement and forms of the notes and warrants are filed as exhibits to the 8‑K.