---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-008993"
form_type: "8-K"
ticker: "CIMG"
cik: "0001527613"
company_name: "CIMG Inc."
filed_at: "2026-03-05T23:59:59+00:00"
generated_at: "2026-05-15T19:38:07.610679+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-26-008993
- form_type: 8-K
- ticker: CIMG
- cik: 0001527613
- company_name: CIMG Inc.
- filed_at: 2026-03-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527613/000149315226008993/0001493152-26-008993-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527613/000149315226008993/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-008993
- JSON: https://secwatch.observer/filing/0001493152-26-008993.json
- Plain text: https://secwatch.observer/filing/0001493152-26-008993.txt

## Key facts
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527613/000149315226008993/0001493152-26-008993-index.htm

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