CIMG Inc. acquires Daren Business Technology for zero cash; up to 74.5M shares as performance award

CIMG Inc.

CIMG Inc. (Nasdaq: IMG) entered into an Amended and Restated Equity Transfer Agreement to acquire 100% of Daren Business Technology Limited for zero cash consideration.
Seller Shelei Jiang will receive up to 74,487,896 performance-based shares of CIMG common stock, subject to stockholder approval under Nasdaq Rule 5635.
Performance shares are tied to audited revenue targets from April 2026 to September 2029, with milestones from RMB 200M to RMB 1.8B.
Closing expected by March 31, 2026; shares if issued would represent a significant percentage of outstanding stock.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CIMG Inc. amended Amended and Restated Equity Transfer Agreement with DZR Tech Limited, Shelei Jiang, Daren Business Technology Limited valued at zero cash consideration (effective 2026-02-27).

Action: amendment
Agreement: equity purchase
Counterparty: DZR Tech Limited, Shelei Jiang, Daren Business Technology Limited
Value: zero cash consideration
Effective: 2026-02-27

Exact text from the filing

On February 27, 2026, CIMG Inc. (the “Company”) entered into an Amended and Restated Equity Transfer Agreement (the “A&R Equity Transfer Agreement”) with DZR Tech Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Purchaser”), Shelei Jiang, a Chinese individual (the “Seller”), and Daren Business Technology Limited, a company incorporated under the laws of the British Virgin Islands (the “Target”).

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Source: SEC EDGAR

accession 0001493152-26-008993

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