---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-007207"
form_type: "8-K"
ticker: "CIMG"
cik: "0001527613"
company_name: "CIMG Inc."
filed_at: "2026-02-17T23:59:59+00:00"
generated_at: "2026-05-16T02:24:56.327092+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# CIMG Inc. raises $5M via convertible notes/warrants; $1.6M tranche closed Feb 13, 2026

## Summary
- Initial $1.6M tranche of $5M aggregate convertible notes closed on Feb 13, 2026; second $3.4M tranche contingent on S-1 filing.
- Notes bear 7% interest, mature Aug 12, 2027; convertible at floor price of $0.14 per share (10-day VWAP prior to conversion).
- Warrants exercisable at $0.57 per share, 3-year term; warrant coverage = principal divided by Minimum Price under Nasdaq rules.
- Conversion and exercise require shareholder approval under Nasdaq Listing Rule 5635; investors are non-U.S. under Regulation S.
- Company must file S-1 registration statement within 15 days after receiving full purchase price from initial closing.

## SEC filing metadata
- accession: 0001493152-26-007207
- form_type: 8-K
- ticker: CIMG
- cik: 0001527613
- company_name: CIMG Inc.
- filed_at: 2026-02-17T23:59:59+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, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527613/000149315226007207/0001493152-26-007207-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527613/000149315226007207/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-007207
- JSON: https://secwatch.observer/filing/0001493152-26-007207.json
- Plain text: https://secwatch.observer/filing/0001493152-26-007207.txt

## Source-grounded claims
- claim_id: fd7462816ab7800592cf1f134158dce511975754
  claim: CIMG Inc. incurred convertible notes of aggregate principal amount of $5,000,000 with certain non-U.S. investors at annual rate of 7% maturing maturity date of August 12, 2027.
  evidence_excerpt: On February 11, 2026, CIMG Inc. (the “Company”) entered into a convertible note and warrant purchase agreement (the “Purchase Agreement”) with certain non-U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $5,000,000 (the “Notes”) and warrants to purchase the Company’s shares of common stock (the “Warrants”) in reliance on the registration exemptions of Regulation S (the “Transaction”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527613/000149315226007207/0001493152-26-007207-index.htm
- claim_id: 2d8ecaf3dff5d0acc9a02358f2326210b7a98bce
  claim: CIMG Inc. entered into Purchase Agreement with certain non-U.S. investors valued at $5,000,000 (effective 2026-02-11).
  evidence_excerpt: On February 11, 2026, CIMG Inc. (the “Company”) entered into a convertible note and warrant purchase agreement (the “Purchase Agreement”) with certain non-U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $5,000,000 (the “Notes”) and warrants to purchase the Company’s shares of common stock (the “Warrants”) in reliance on the registration exemptions of Regulation S (the “Transaction”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527613/000149315226007207/0001493152-26-007207-index.htm

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