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SUBSEQUENT EVENTS

9 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

Amendment to Articles of Organization

At the Company’s annual meeting of stockholders held on October 28, 2025, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”) to increase the number of authorized shares of common stock to 600,000,000 shares, par value $0.00001 per share. The certificate of Amendment was filed with the Nevada Secretary of State on October 28, 2025, and became effective 11:00 am eastern standard time on October 28, 2025.

Private Placement

SCHEDULE OF PRIVATE PLACEMENT

Date

Transaction Description

Amount/Shares

Status

August 21, 2025

Purchase Agreement

(Form 8-K filed on August 26, 2025)

$4,000,000 for 16,666,666 shares of common stocks, at a conversion price of $0.24 per shares

On August 21, 2025, CIMG Inc., a Nevada corporation (the “Company”), entered into a convertible note 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 $4,000,000 (the “Notes”). The Notes bear interest at an annual rate of 7% and have a maturity date of August 31, 2026. The Notes are convertible into shares of common stock of the Company, at a conversion price of $0.24 per shares, subject to adjustment in accordance with the Notes.

August 25, 2025

Purchase Agreement

(Form 8-K filed on August 27, 2025)

An aggregate consideration of $55,000,000 worth of bitcoin for 220,000,000 shares, at a purchase price of $0.25 per share.

On August 25, 2025, CIMG Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of 220,000,000 shares of Common Stock (the “Shares”) in reliance on the registration exemptions of Regulation S for an aggregate consideration of $55,000,000 worth of bitcoin, at a purchase price of $0.25 per share.

The closing of the sale of the 220,000,000 Shares occurred on September 2, 2025.

New Subsidiary

On August 1, 2025, Zhongyan, CIMG Inc.’s (the “Company”) wholly-owned subsidiary, entered into a Business Cooperation Intent Agreement (the “Agreement”) with Shenzhen Zhimeng Qiyang Technology Co., Ltd. (“Zhimeng”). Pursuant to the Agreement, certain shareholders of Zhimeng intended to transfer an aggregate of 51% of their equity interest in Zhimeng to Zhongyan (the “Transfer”) at a total company valuation of RMB13,000,000. The Transfer occurred on September 29, 2025, and Zhongyan holds 51% of the shares of Shenzhen.

On September 3, 2025, Zhongyan established a wholly-owned subsidiary, Beijing Zhongyan Shangyue Holdings Co., LTD(“Beijing Shangyue”).

On September 16, 2025, Henan Zhongyan Shangyue Technology Co. Ltd. established a wholly-owned subsidiary, Henan Nuanyou Agricultural Science and Technology Co., LTD.

On September 23, 2025, DZR Tech Limited acquired Braincon Limited and its subsidiaries. DZR Tech Limited holds 100% of the shares of Braincon Limited.

Legal Proceedings

Kim Litigation

On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. Discovery in the case is ongoing, and no trial date has been set.

The Company believes it has a basis to defend the claims in the Kim Litigation.

Ex-Directors Lawsuit

On March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter of the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. On August 22, 2025, a judgment by default was entered against the company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment. The basis for the sought increase was that the judgment erroneously only reflected an award of damages to one Plaintiff, Kevin Conner, rather than to all four Plaintiffs. Counsel indicated that each of the four Plaintiffs were due, respectively, judgments in the amount of $54,000 (Kevin Connor), $52,125 (Chirs Jones), $46,500 (Nobuki Kurita), and $50,250 (David Robson). Counsel represented that the total amount of the judgments, after calculation of daily interest, should be $222,062.28. On October 17, 2025, the Court held a hearing on Plaintiffs’ motion for correction of judgment nunc pro tunc pursuant to Code Civ. Proc. § 473(d) (ROA # 25). The court substantively granted the Motion, but with qualifying instructions. The Court found that Plaintiffs met their burden to establish the sums due to each one of them, but held that the proposed amended judgment was not in proper form. The Court directed Plaintiffs’ counsel to resubmit the form of judgment as specifying the sums due and owing to each individual Plaintiff, and to do so via a single long form judgment (on pleading paper) that specifies the amounts due and owing to each Plaintiff. It is expected that Plaintiffs’ counsel will submit the required amended form at any moment, and that judgment on the amended amount is imminent.