CIMG Inc. 8-K

What Happened

• CIMG Inc. announced on Form 8‑K that it amended a prior February 11, 2026 convertible note and warrant purchase agreement with certain non‑U.S. investors. After an initial closing on February 13, 2026, the parties executed an Amended and Restated Convertible Note and Warrant Purchase Agreement on March 21, 2026 and delivered Amendment No. 1 to the original notes and amended-and-restated warrants to the investors.
• The amendments follow the suspension of the Company’s Nasdaq listing effective March 6, 2026 and the Company’s current quotation on an OTC market. The parties agreed to cancel the second closing that had been contemplated under the original agreement.
• Separately, on March 25, 2026 the Company furnished a press release reporting financial results for the three months ended December 31, 2025 (filed as Exhibit 99.1).

Key Details

• Original Purchase Agreement: entered February 11, 2026; initial closing occurred February 13, 2026.
• A&R Purchase Agreement executed March 21, 2026; Note Amendments and Amended & Restated Warrants delivered to investors; second closing canceled.
• Conversion and warrant terms: Note Amendments set a conversion price floor of $0.10 per share; A&R Warrants are cash‑only exercisable at $0.015 per share (subject to adjustment).
• Registration commitment: the Company agreed to file a Form S‑1 to register resale of shares issuable on conversion/exercise within 15 days after March 21, 2026 (or as soon as practicable).

Why It Matters

• These changes affect potential dilution and liquidity: the amended notes and warrants can result in new shares being issued (subject to the stated conversion price floor and warrant exercise price), and the Company’s commitment to file a registration statement would enable resale of those shares if declared effective.
• The amendments were driven by the Company’s shift from Nasdaq to an OTC quotation after the March 6, 2026 suspension; that change can affect trading liquidity and market access for existing and new investors.
• For investors, the filing highlights a new financing arrangement (convertible debt plus warrants) and a near‑term regulatory step (Form S‑1 filing) that are material to share supply and trading status.