Welcome to our dedicated page for CIMG SEC filings (Ticker: IMG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
CIMG Inc. (IMG), also referred to as C Inc., files a range of documents with the U.S. Securities and Exchange Commission that shed light on its digital health, cryptocurrency, computing power and capital markets activities. This SEC filings page brings those disclosures together and pairs them with AI-powered summaries to help readers interpret the key points in each report.
Recent Form 8-K current reports provide detailed information on several material events. One 8-K describes a Bitcoin Purchase Agreement entered into by a Singapore subsidiary to acquire 230 Bitcoin from Lordan Group Ltd., including pricing mechanics, funding from internal capital and the resulting increase in total Bitcoin holdings to 730. The same filing also outlines a China Merchants Bank IT Equipment Procurement Framework Contract, under which subsidiary Zhongyan Shangyue Technology Co., Ltd. agreed to supply computing power and server equipment, including CPU and GPU servers, with installation, warranty and maintenance obligations.
Other 8-Ks cover computing power product sales contracts via subsidiaries for high-performance computing servers and NVIDIA graphics cards, the shortlisting of Beijing Xinmiao Shidai Technology Development Co., Ltd. in a Guangzhou Bank server procurement tender, and the establishment of a Hong Kong subsidiary, Braincoin Limited, to expand a global computing power ecosystem. Additional filings discuss the company’s cryptocurrency and on-chain finance initiatives, such as the non-binding memorandum of understanding with iZUMi Finance to collaborate on the Upstarts Fund, an on-chain crypto fund for corporate digital asset deployment.
CIMG’s filings also address capital structure and listing matters. One 8-K details a 1-for-20 reverse stock split of common stock, including its effectiveness date and impact on issued and outstanding shares. Another 8-K describes stockholder approval to increase authorized common shares from 200,000,000 to 600,000,000, as well as the adoption of the C Inc. 2026 Equity Incentive Plan and ratification of the independent registered public accounting firm. A separate 8-K presents a pro forma balance sheet and explains how equity issuances and warrant exercises support the company’s belief that it has achieved compliance with Nasdaq Listing Rule 5550(b)(1) on shareholders’ equity.
Through this page, users can access CIMG’s 8-Ks, proxy materials and related exhibits, while AI-generated highlights call out important elements such as Bitcoin reserve transactions, computing power contracts, equity tokenization announcements and share-structure changes. This helps investors and researchers navigate complex regulatory language and focus on the disclosures most relevant to understanding IMG’s business model and capital markets profile.
CIMG Inc. is registering up to 900,000,000 Units, each with one common share and one warrant, at $0.015 per Unit for an initial Bitcoin-funded primary offering of about $13,500,000. A parallel resale prospectus covers up to 43,000,000 existing shares for selling stockholders.
The Securities Purchase Agreement contemplates up to 43,333,333,333 Units and aggregate gross proceeds of up to $650,000,000 across potential future closings, subject to increasing authorized shares. CIMG plans to hold much of the Bitcoin it receives as treasury assets, while retaining flexibility to convert to U.S. dollars for corporate needs.
The company highlights significant risks: heavy reliance on new Maca-based and computing-power product lines, customer and supplier concentration, extensive operations in Hong Kong and mainland China with evolving PRC and CSRC oversight, HFCAA-related audit and delisting concerns, and prior Nasdaq compliance issues that have already led to a move to OTC trading.
CIMG Inc. filed an amended convertible note and warrant agreement after its common stock was suspended from trading on Nasdaq and moved to the OTC market. The new deal cancels a planned second closing, adds a $0.10 per-share floor to the note conversion price, and sets A&R warrants exercisable for cash at $0.015 per share, subject to adjustment. CIMG also agreed to file a Form S-1 to register resales of shares issuable from the amended notes and A&R warrants.
Separately, CIMG reported strong growth for the quarter ended December 31, 2025. Total revenue was $15,768,796, up from $22,853 a year earlier, reflecting early contributions from medicine-food homology products and computing power solutions. As of December 31, 2025, the company held 730 Bitcoins with a carrying value of $63,978,821 and reported book value per share of about $3.6. Management highlighted continued business transformation in Asia, new computing power contracts including China Merchants Bank, recent acquisitions in China, and ongoing efforts to address Nasdaq listing compliance and pursue additional financing.
CIMG Inc. filed an amended quarterly report for the quarter ended December 31, 2025 to add a full Management’s Discussion and Analysis section; the underlying financial statements are unchanged.
The company generated revenues of $15,768,796, all from China, versus $22,853 a year earlier, but reported a gross profit of only $87,416 and an operating loss of $1,992,573. A fair value loss of $17,502,596 on Bitcoin holdings drove a net loss attributable to CIMG of $19,443,692, or $1.43 per share. As of December 31, 2025, CIMG held 730 Bitcoin valued at $63,978,821, while cash was $45,356.
Management discloses recurring losses, negative operating cash flow, a working capital deficit of $7,493,110 and states there is substantial doubt about the company’s ability to continue as a going concern without immediate additional financing. During the quarter, CIMG completed a 1‑for‑20 reverse stock split, converted all outstanding convertible notes into equity, and issued new shares via private placements and stock compensation. Subsequent events include a new $5,000,000 convertible note facility, issuance of up to 74,487,896 performance-based shares for an acquisition, a Nasdaq decision to delist the stock for multiple listing rule deficiencies, a charter amendment increasing authorized Common Stock to 2,000,000,000 shares, and a $222,062.28 court judgment in favor of former directors for unpaid fees.
CIMG Inc. amended its Articles of Incorporation on March 5, 2026 to increase the number of authorized common shares from 600,000,000 to 2,000,000,000, each with a par value of $0.00001.
The increase in authorized shares had been approved by the board and by holders of a majority of the company’s outstanding voting power through written consent on December 24, 2025. An Information Statement on Schedule 14C describing this change and related matters was filed with the SEC on January 9, 2026.
CIMG Inc. reported that a Nasdaq Hearings Panel has decided to delist its common stock from The Nasdaq Stock Market after the company failed to meet Nasdaq Listing Rules 5550(a)(2), 5250(c)(1), 5550(b)(1), and 5620(a). Trading in the common stock was suspended at the open on March 6, 2026. The company has 15 calendar days from the March 4, 2026 decision to request review by the Nasdaq Listing and Hearing Review Council and currently expects to appeal, but there is no assurance of success. If no timely review is requested, or any appeal fails, Nasdaq is expected to file Form 25 with the SEC to remove the stock from Nasdaq listing and registration. As of March 6, 2026, FINRA has assigned the symbol “CIMG,” and the common stock may be quoted and traded in the over-the-counter market under that symbol.
CIMG Inc.$15,768,796, almost entirely from China, driven by its Homology of Medicine and Food, Computing Power, and Maca product series.
Despite positive gross profit, the company posted a net loss of $19,510,872, largely due to a $17,502,596 fair value loss on its Bitcoin holdings. CIMG held 730 Bitcoin valued at $63,978,821 as a non‑current asset, while cash was only $45,356 and working capital was negative by $7,562,771, leading management to state substantial doubt about its ability to continue as a going concern.
Equity increased through large private placements and convertible note conversions, but operations still consumed $8,527,698 of cash in the quarter. Management concluded internal control over financial reporting was not effective, and the company faces a finalized judgment of about $222,062 related to former directors, alongside other ongoing litigation.
CIMG Inc. entered into an amended and restated agreement to acquire 100% of Daren Business Technology Limited through its subsidiary for zero cash consideration. Instead of paying cash, CIMG plans a large, performance-based equity award tied to the acquired business.
Subject to stockholder approval under Nasdaq rules and applicable law, CIMG may issue up to 74,487,896 common shares to two entities designated by the seller as a post-closing performance award. These shares would vest for leak-out only if audited revenue targets for the acquired company are met during periods from April 1, 2026 to September 30, 2029, with any unearned shares forfeited and cancelled. If the maximum shares are issued and none forfeited, they would represent a significant percentage of CIMG’s current common stock. The potential share issuance is expected to rely on private-offering and offshore transaction exemptions and the shares would be restricted.
CIMG Inc. reported that it received an additional delisting determination letter from Nasdaq on February 23, 2026. A Nasdaq Hearings Panel will treat the company’s failure to timely file its Form 10‑Q for the quarter ended December 31, 2025 as another basis for potentially removing its shares from The Nasdaq Capital Market during an existing monitoring period.
The company remains subject to a Mandatory Panel Monitor through November 14, 2026, meaning any new compliance failure can trigger a delisting determination. CIMG stated that the letter does not immediately affect the listing or trading of its common stock, which continues to trade under the symbol “IMG”, and that it is working diligently to complete and file the delayed Form 10‑Q as soon as practicable.
CIMG Inc. has changed its independent auditor. On February 18, 2026, the audit committee dismissed Assentsure PAC as the company’s independent registered public accounting firm and engaged ST & Partners PLT for the fiscal year ending September 30, 2026, including reviews of specified interim periods.
The company states that Assentsure’s reports for the years ended September 30, 2025 and 2024 contained no adverse opinions or disclaimers and were not qualified. It also reports no disagreements or reportable events with Assentsure over those fiscal years or the subsequent interim period, and has filed Assentsure’s confirmation letter as an exhibit.
CIMG Inc. notified the SEC that it cannot timely file its Form 10-Q for the three months ended December 31, 2025 due to its accounting staff needing additional time to prepare the period’s financial statements and expects to file the Form 10-Q "as soon as practicable."
The notice states the company added the homology of medicine and food series and the computing power series to its revenue streams and continued sales of its Maca series, and anticipates revenue increased significantly for the quarter versus the prior-year period. It also discloses that the company acquired bitcoins during the quarter, and anticipates total assets increased significantly compared to December 31, 2024. The notification is signed by Jianshuang Wang, Chief Executive Officer, on February 18, 2026.