CIMG Inc美股招股说明书(2026-06-22版)

CIMG Inc. This prospectus relates to the resale from time to time by the selling stockholders named herein or their pledgees, donees, transferees,assignees or other successors in interest (collectively, the “Selling Stockholders”) of up to 43,000,000 shares of our common stock, parvalue $0.00001 per share (the “Common Stock”), of CIMG Inc., a Nevada corporation (“we,” “us,” “our,” or the “Company”). The shares of Common Stock covered by this prospectus consist of (i) 11,000,000 shares of Common Stock issued pursuant to thatcertain Securities Purchase Agreement dated August 25, 2025 (the “August Securities Purchase Agreement”), (ii) up to 16,000,000shares of Common Stock issuable upon conversion of certain convertible promissory notes (the “Notes”) issued pursuant to thatcertain Convertible Note and Warrant Purchase Agreement, dated February 11, 2026 (the “Note Purchase Agreement”), as amendedand restated on March 21, 2026 (the “A&R Note Purchase Agreement”), and (iii) up to 16,000,000 shares of Common Stock issuableupon the exercise of certain warrants (the “Warrants”) issued pursuant to the A&R Note Purchase Agreement. On August 25, 2025, the Company entered into the August Securities Purchase Agreement with certain investors, pursuant to whichthe Company issued an aggregate of 11,000,000 shares of Common Stock (on a post-1-for-20 reverse stock split basis) at a purchaseprice of $0.25 per share (on a pre-split basis), for aggregate gross proceeds of $55,000,000. On February 11, 2026, the Company entered into the Note Purchase Agreement with certain investors, pursuant to which the Companyissued the Notes and the Warrants. The Notes and Warrants were subsequently amended and restated pursuant to the A&R NotePurchase Agreement, which, among other things, reduced the floor conversion price of the Notes to a minimum of $0.10 per share, setthe exercise price of the Warrants at $0.015 per share, and provided that Notes are not convertible prior to stockholder approval. Theinitial closing occurred on February 13, 2026, for aggregate gross proceeds of $1,600,000. See “Selling Stockholders” for additional information regarding the securities being registered for resale. Our common stock is quoted on the OTC Markets Group (“OTC Markets”) under the ticker symbol “CIMG.” Our common stock isnot currently listed on The Nasdaq Stock Market LLC (“Nasdaq”), from which it was suspended. The Company has appealed thedelisting determination. There can be no assurance that the appeal will be successful or that our common stock will be relisted onNasdaq. The Selling Stockholders may sell the shares covered by this prospectus from time to time at a fixed price of $0.01 per shareuntil such time as our common stock is quoted on OTCQX or OTCQB marketplace or listed on a national securities exchange. The registration statement on Form S-1 of which this prospectus forms a part also includes a prospectus relating to the offer and saleby us of up to 900,000,000 shares of our Common Stock and warrants to purchase up to 900,000,000 shares of our Common Stock(the “Primary Offering Prospectus”). This registration statement was declared effective on June 17, 2026. Investing in our Common Stock involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors”beginning on page 13 of the Primary Offering Prospectus for a discussion of factors you should consider before investing in ourCommon Stock. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Prospectus dated June 17, 2026 TABLE OF CONTENTS PageTHE OFFERING1USE OF PROCEEDS2SELLING STOCKHOLDERS2SELLING STOCKHOLDERS’ PLAN OF DISTRIBUTION4 THE OFFERING The Selling Stockholders will determine when and how they will sell the shares ofCommon Stock offered in this prospectus (the “Resale Shares”). The Company will not receive any of the proceeds from the sale of the Resale Shares bythe Selling Stockholders named in this prospectus. (1)Based on 122,301,219 shares of Common Stock issued and outstanding as of June 10, 2026. This amount excludes (i) any sharesof Common Stock that may be issued by the Company in the Primary Offering as described in the Primary Offering Prospectus,(ii) 6,979 shares of Common Stock reserved for issuance upon the exercise of outstanding warrants, and (iii) 38,000,000 shares ofCommon Stock reserved for issuance under the Company’s 2026 Equity Incentive Plan, none of which are included in the sharesoutstanding as presented. (2)Based on 122,301,219 shares of Common Stock issued and outstanding as of June 10, 2026, excluding (i) any shares of CommonStock that may be issued by the Company in the Primary Offering described in the Primary Offering Prospectus, (ii) 6,979 sharesof Common Stock reserv