---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-017565"
form_type: "8-K"
ticker: "CIMG"
cik: "0001527613"
company_name: "CIMG Inc."
filed_at: "2024-05-02T23:59:59+00:00"
generated_at: "2026-06-03T00:25:44.333244+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# NuZee raises $320K via convertible notes/warrants; board member resigns, Ye appointed

## Summary
- Aggregate principal of $320,000 convertible notes at 7% annual interest, one-year maturity.
- Warrants to purchase up to 221,147 shares at $1.322 per share, exercisable for two years.
- Conversion price of $1.447 per share, calculated per Nasdaq Listing Rule 5635(d) minimum price.
- Nobuki Kurita resigned from board; Changzheng Ye appointed as director effective May 2, 2024.
- Notes and warrants issued in unregistered private placement under Section 4(a)(2) and Regulation S.

## SEC filing metadata
- accession: 0001493152-24-017565
- form_type: 8-K
- ticker: CIMG
- cik: 0001527613
- company_name: CIMG Inc.
- filed_at: 2024-05-02T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527613/000149315224017565/0001493152-24-017565-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527613/000149315224017565/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-017565
- JSON: https://secwatch.observer/filing/0001493152-24-017565.json
- Plain text: https://secwatch.observer/filing/0001493152-24-017565.txt

## Key facts
- Debt Financings
  CIMG Inc. incurred convertible notes of $320,000 with certain investors at 7% maturing one-year following the issuance date.
  - Instrument: convertible notes
  - Principal: $320,000
  - Counterparty: certain investors
  - Rate: 7%
  - Maturity: one-year following the issuance date
  - Event: incurrence
  source text: the “Purchase Agreement”) with certain investors (the “Investors”), providing for the private placement of convertible
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527613/000149315224017565/0001493152-24-017565-index.htm
- Executive change
  Nobuki Kurita resigned as director at CIMG Inc..
  - Action: resigned
  - Role: director
  source text: Nobuki Kurita resigned from the board of directors of the Company (the “Board”) and any committee of the Board of which he was a member .
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527613/000149315224017565/0001493152-24-017565-index.htm
- Executive change
  Changzheng Ye was appointed as director at CIMG Inc..
  - Action: appointed
  - Role: director
  source text: Changzheng Ye was appointed to the Board as a director to fill the vacancy created by Mr. Kurita’s resignation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527613/000149315224017565/0001493152-24-017565-index.htm
- Material Agreements
  CIMG Inc. entered into Purchase Agreement with certain investors valued at $320,000 (effective 2024-04-27).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: $320,000
  - Effective: 2024-04-27
  source text: On April 27, 2024, NuZee, Inc., a Nevada corporation (the “Company”), entered into a convertible note and warrant purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $320,000 (the “Notes”) and warrants (the “Warrants”) to purchase up to an aggregate of 221,147 shares of the Company’s common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527613/000149315224017565/0001493152-24-017565-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.