CIMG Inc. 8-K

What Happened

CIMG Inc. announced on June 17, 2026 that it entered into securities purchase agreements with certain non‑U.S. investors to sell units (each unit = 1 share of common stock + 1 warrant) at $0.015 per unit, in one or more tranches, for up to 43,333,333,333 units (aggregate gross proceeds up to ~$650 million). The purchase agreements allow payment in U.S. dollars or Bitcoin (Bitcoin-valued at a $65,000 reference price unless otherwise agreed). At the initial closing on June 22, 2026, the company sold 900,000,000 units for approximately $13.5 million paid in Bitcoin. The warrants issued at that closing were fully exercised, and CIMG issued an additional 900,000,000 shares upon exercise, resulting in 1,800,000,000 shares issued in connection with the initial transaction.

Key Details

• Unit price: $0.015 per unit; each unit = 1 share + 1 warrant.
• Maximum contemplated offering: 43,333,333,333 units for up to approximately $650,000,000.
• Initial closing (June 22, 2026): 900,000,000 units sold for ~$13.5M paid in Bitcoin (reference price $65,000/BTC).
• Warrants: exercise price $0.015, exercisable for two years, exercisable in cash or Bitcoin; warrants from the initial closing were fully exercised, adding 900,000,000 shares.

Why It Matters

This filing documents a potentially large capital‑raising program that can be funded in cash or Bitcoin and could materially increase the company’s outstanding shares if fully utilized. The immediate effect of the initial closing and warrant exercises was the issuance of 1.8 billion shares, which increases share count and can dilute existing shareholders. The company also obtained prior shareholder approval related to Nasdaq rules, and the shares/warrants were offered under its S‑1 registration. Investors should note the size of the program, the Bitcoin payment option (with a fixed reference price), the low unit price and warrant terms, and the potential for further dilution if additional tranches are sold or warrants are exercised.