UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from _____ to _____ |
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 19, 2025, there were shares of the registrant’s Common Stock outstanding.
CIMG INC.
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2024
| PART I. | FINANCIAL INFORMATION | 4 |
| Item 1. | Financial Statements | 4 |
| Consolidated Balance Sheets (unaudited) | 4 | |
| Consolidated Statements of Operations (unaudited) | 5 | |
| Consolidated Statements of Comprehensive Loss (unaudited) | 6 | |
| Consolidated Statements of Changes in Stockholders’ Equity (unaudited) | 7 | |
| Consolidated Statements of Cash Flows (unaudited) | 8 | |
| Notes to Consolidated Financial Statements (unaudited) | 9 | |
| PART II. | OTHER INFORMATION | 23 |
| Item 1. | Legal Proceedings | 23 |
| Item 1A. | Risk Factors | 23 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
| Item 3. | Defaults Upon Senior Securities | 23 |
| Item 4. | Mine Safety Disclosures | 23 |
| Item 5. | Other Information | 23 |
| Item 6. | Exhibits | 24 |
| SIGNATURES | 25 |
| 2 |
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated by reference contain “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will or will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
| ● | our plans to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our products, provide our co-packing services, and to continue as a going concern; | |
| ● | our expectation that our existing capital resources will be sufficient to fund our operations for at least the next three months and our expectation to need additional capital to fund our planned operations beyond that; | |
| ● | the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; | |
| ● | our expectations regarding our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market; | |
| ● | the impact to our business, including any supply chain interruptions, resulting from changes in general economic, business and political conditions, including changes in the financial markets and macroeconomic conditions resulting from a pandemic; | |
| ● | the evolving coffee preferences of coffee consumers in North America and East Asia; | |
| ● | the size and growth of the markets for our products and co-packing services; | |
| ● | our ability to compete with companies producing similar products or providing similar co-packing services; | |
| ● | our ability to successfully achieve the anticipated results of strategic transactions; | |
| ● | our expectation regarding our future co-packing revenues; | |
| ● | our ability to develop or offer innovative new products and services, and expand our co-packing services to other products that are complementary to our current single serve coffee product offerings; | |
| ● | our expectations regarding additional manufacturing, coffee roasting and co-packing capabilities to be provided through our manufacturing partners, as well as our manufacturing partners’ ability to successfully facilitate distribution efforts; | |
| ● | our reliance on third-party roasters or manufacturing partners to roast coffee beans necessary to manufacture our products and to fulfill every aspect of our co-packing services; | |
| ● | regulatory developments in the U.S. and in non-U.S. countries; | |
| ● | our ability to retain key management, sales and marketing personnel; | |
| ● | the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology; | |
| ● | our ability to develop and maintain our corporate infrastructure, including our internal control over financial reporting; | |
| ● | the outcome of pending, threatened or future litigation; | |
| ● | our financial performance; and | |
| ● | our use of the net proceeds from our recent offering. | |
| ● | other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as applicable. |
Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented herein.
| 3 |
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CIMG Inc.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| December 31, 2024 | September 30, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash & cash equivalent | $ | $ | ||||||
| Inventories, net | ||||||||
| Assets Held for Sale-Current | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset - operating lease | ||||||||
| Intangible assets, net | ||||||||
| Total non current liabilities | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Short term loan | ||||||||
| Current portion of lease liability - operating lease | ||||||||
| Convertible Notes | ||||||||
| Convertible Note-related party | ||||||||
| Other payables-related party | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity: | ||||||||
| and shares issued and outstanding as of December 31, 2024 and September 30 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ( | ) | ||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Three Months Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Revenues, net | $ | $ | ||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Loss from equity method investment | ( | ) | ||||||
| Other expense | ( | ) | ( | ) | ||||
| Interest expense, net | ( | ) | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Losses caused by the termination of business | ( | ) | ||||||
| Net loss | $ | ( | ) | ( | ) | |||
| Basic and diluted loss per common share | ) | ) | ||||||
| Basic and diluted weighted average number of common stock outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
*The discrepancy in financial data as of December 31, 2023 is due to the split of discontinued operations .(Refer to “Note 6. Discontinued operations”)
| 5 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
Three Months Ended | Three Months Ended | |||||||
| For the three months ended December 31 | December 31, 2024 | December 31, 2023 | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation | ( | ) | ||||||
| Total other comprehensive income (loss), net of tax | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Common Stock | Additional paid-in | Accumulated | Accumulated Other Comprehensive | |||||||||||||||||||||
| Shares | Amount | capital | deficit | income | Total | |||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||
| Common stock compensation | ||||||||||||||||||||||||
| Issued private placement | ||||||||||||||||||||||||
| Issued warrants | ||||||||||||||||||||||||
| Other comprehensive income | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Common Stock | Additional paid-in | Accumulated | Accumulated Other Comprehensive | |||||||||||||||||||||
| Shares | Amount | capital | deficit | income | Total | |||||||||||||||||||
| Balance September 30, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||
| Stock option expense | - | |||||||||||||||||||||||
| Issued private placement | ||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 7 |
CIMG Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended | Three Months Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Operating activities: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Losses caused by the termination of business | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Noncash lease expense | ||||||||
| Common stock compensation | ||||||||
| Stock option expense | ||||||||
| Loss from equity method investment | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Deferred income | ( | ) | ||||||
| Lease liability - operating lease | ( | ) | ( | ) | ||||
| Accrued Expenses & Other Current Liabilities | ( | ) | ||||||
| Other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Discontinued Operations: | ||||||||
| Adjustments to reconcile net income (loss) to net cash | ||||||||
| Interest income(expense), net | ||||||||
| Depreciation from discontinued operations | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Net cash used in discontinued business operations | ( | ) | ||||||
| Investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| Repayment from loans | ( | ) | ( | ) | ||||
| Repayment of finance lease | ( | ) | ||||||
| Proceeds from equipment finance | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Proceeds from exercise of options | ||||||||
| Proceeds from issuance of common stock, exercise of stock options | ||||||||
| Proceeds from private placement | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange on cash | ( | ) | ||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | |||||||
| Cash paid for taxes | $ | |||||||
| Noncash investing and financing activities: | ||||||||
| Deferred Stock Offering cost accrued ROU assets and liabilities added during the period | $ |
The accompanying notes are an integral part of these consolidated financial statements.
| 8 |
CIMG Inc.
Notes to Consolidated Financial Statements (unaudited)
December 31, 2024
1. ORGANIZATION
CIMG Inc. is a company incorporated in Nevada and listed on Nasdaq since June 2020. We were formerly known as “Nuzee, Inc.” with a previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG” in October 2024. We previously focused on specialty coffee and related technologies but are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.
CIMG, our holding company, or DZR Tech, its subsidiary incorporated in Hong Kong, or Weiwin, our subsidiary incorporated in Florida, may transfer cash to our PRC subsidiaries, Beijing Zhongyan, through capital injections and intra-group loans.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The accompanying unaudited consolidated financial statements of CIMG, Inc. and subsidiaries (“the Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. However, the results of operations included in such financial statements may not necessarily be indicative of future or annual results.
Principles of Consolidation
The Company prepares its financial statements on the basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation.
The
Company consolidates DZR Tech, Wewin and Beijing Zhongyan in accordance with ASC 810, and specifically ASC 810-10-15-8 which states,
the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule
ownership by one reporting entity, directly or indirectly, of over
Basic earnings per common share are equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflect the potential dilution that could occur if stock options, warrants and other commitments to issue Common Stock were exercised or equity awards vest resulting in the issuance of Common Stock that could share in the earnings of the Company. As of December 31, 2024 and December 31, 2023, the total number of Common Stock equivalents was and , respectively, and composed of stock options and warrants. The Company incurred a net loss for the three months ended December 31, 2024 and 2023, respectively and therefore, basic and diluted earnings per share for those periods are the same because all potential common equivalent shares would be antidilutive.
Going Concern and Capital Resources
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
Since
its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management
and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single serve coffee
products. As of December 31, 2024, the Company had cash of $
Management has evaluated the Company’s ability to continue as a going concern under ASC 205-40, Presentation of Financial Statements - Going Concern, and considered its financial condition, projected cash flows, obligations due within 12 months, and sources of liquidity. Based on this assessment, management has concluded that no substantial doubt exists regarding the Company’s ability to continue as a going concern for at least one year from the date of issuance of these consolidated financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
Use of Estimates
In preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date).
| 9 |
On
August 20, 2024, the Company entered into a convertible note purchase agreement with certain investors (the “August Notes Investors”)
to issue and sell convertible notes in the aggregate principal amount of $
Per ASC 470-20-25-5, An embedded beneficial conversion feature (“BCF”) present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.
The company evaluated that the fair value of the instrument is slightly higher than the proceeds from the instrument issuance. The BCF is embedded in the convertible note.
Still, since the converting period is short (only 50 days) and the fair value of the embedded BCF is relatively small, we decided not to separate the feature until the proceeds to paid-in-capital. Since we do not directly pay the interest expenses, but to put them in the total repayable amount and convert to shares, we do not amortize the interest expense.
For the three months ended December 31, the fair value on convertible notes has not changed.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.
The Company had
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may or may not maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.
Accounts Receivable,net
Trade
accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial
condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in
the receivable portfolio and current economic conditions. The Company recorded an allowance for credit loss of $ and $
December 31, 2024 | September 30, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit loss | ( | ) | ||||||
| Total accounts receivable | $ | $ | ||||||
Assets Held for Sale-Current
As
of December 31, 2024 and September 30, 2024, assets held for Sale-Current were $
December 31, 2024 | September 30, 2024 | |||||||
| Assets Held for Sale | $ | $ | ||||||
| Property and equipment asset impairment | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Major Customers
For the three months ended December 31, 2024 and 2023, revenue was primarily derived from major customers disclosed below.
Three months ended December 31, 2024:
| Customer Name | Sales
Amount | %
of Total Revenue | Accounts Receivable Amount | %
of Total Accounts Receivable | ||||||||||||
| Customer LXM | $ | % | $ | |||||||||||||
Three months ended December 31, 2023:
| Customer Name | Sales Amount | %
of Total Revenue | Accounts Receivable Amount | %
of Total Accounts Receivable | ||||||||||||
| Customer CL | $ | % | $ | % | ||||||||||||
| 10 |
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The Company implemented ASU No. 2016-02 on October 1, 2019.
The Company conducts a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842. The Company has a long-term operating lease for office and manufacturing space in Plano, Texas. The leased property in Plano, Texas, has a remaining lease term through June 2024 and Tenancy terminated. The Company did not apply the recognition requirements of ASC 842 to operating leases with a remaining lease term of 12 months or less.
In
May 2022, the Company renewed the office and manufacturing space in Vista, California through March 31, 2025, which was scheduled to
expire on
The
Company leased a new larger office and manufacturing space in Seoul, Korea beginning November 15, 2021, through November 15, 2023. The
lease has a monthly expense of $
Effective
September 1, 2024, we have leased a principal office space located at 16097 Poppyseed Cir, Unit 1904, Delray Beach, Florida, 33484, which
we lease for $
The
lease in San On Street, Tuen Mun, Hong Kong has a term of 12 months from December 18, 2024 to December 17, 2025 at a rate of RMB
As of December 31, 2024, the Company’s operating leases had a weighted average remaining lease term of 1 years and a weighted-average discount rate of 5%. Other information related to our operating leases is as follows:
| ROU Asset – October 1, 2024 | $ | |||
| Disposal of ROU | ||||
| ROU Asset added during the period | ( | ) | ||
| Amortization during the period | ||||
| ROU Asset – December 31, 2024 | $ | |||
| Lease Liability – October 1, 2024 | $ | |||
| Lease Liability added during the period | ||||
| Amortization during the period | ||||
| disposal of lease liability | ( | ) | ||
| Lease Liability – December 31, 2024 | $ | |||
| Lease Liability – Short-Term | $ | |||
| Lease Liability – Long-Term | ||||
| Lease Liability – Total | $ |
The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2024.
Amounts due within 12 months of December 31, 2024
| 2025 | ||||
| 2026 | ||||
| Total Minimum Lease Payments | ||||
| Less Effect of Discounting | ||||
| Present Value of Future Minimum Lease Payments | ||||
| Less Current Portion of Operating Lease Obligations | ||||
| Long-Term Operating Lease Obligations | $ |
| 11 |
During the year ended December 31, 2024, we had the following cash and non-cash activities associated with our leases:
| Operating cash outflows from operating leases: | $ | |||
| Operating cash outflows from finance leases: | $ | |||
| Financing cash outflows from finance lease: | $ |
Foreign Currency Translation
The
financial position and results of operations of each of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s
local currency as the functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average
exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet
date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity,
unless there is a sale or complete liquidation of the underlying foreign investment. For the three months ended December 31, 2024 and
2023, the foreign currency translation adjustment attributable to CIMG Inc., recorded in other comprehensive income (loss), was $(
Transaction gains and losses arise from exchange rate fluctuations on transactions denominated in a currency.
Revenue Recognition
In FY 2024, We have reduced our single-serving pour-over coffee packaging business, and in the portion of bagged coffee sales, we have added other brands, such as “Maca Coffee” and other finished products with maca as the main raw material, such as “Maca Noni”. In 2024, we sell maca peptide coffee and other new products on a distribution model. We usually sign distribution contracts with distributors on a batch basis. Based on the contract, we deliver the goods after full payment to our bank account. We courier the goods to the customer. The customer will sign a receipt after receiving the goods. The customers can also choose to pick up their goods from our warehouse on their own. Also, the customer will sign a receipt.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principle is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. We adopted Topic 606 as of October 1, 2018 on a modified retrospective basis. The adoption of Topic 606 did not have a material impact on our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations.
Per ASC 606-10-32-2, an entity shall consider the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.
Per ASC 606-10-25-23 An entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer.
Per ASC 606-10-55-37 An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. However, an entity does not necessarily control a specified good if the entity obtains legal title to that good only momentarily before legal title is transferred to a customer. An entity that is a principal may satisfy its performance obligation to provide the specified good or service itself or it may engage another party (for example, a subcontractor) to satisfy some or all of the performance obligation on its behalf.
ASC 606-10-55-38 An entity is an agent if the entity’s performance obligation is to arrange for the provision of the specified good or service by another party. An entity that is an agent does not control the specified good or service provided by another party before that good or service is transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party. An entity’s fee or commission might be the net amount of consideration that the entity retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.
| 12 |
Return and Exchange Policy
All products are thoroughly inspected and securely packaged before they are shipped to ensure buyers receive the best possible product. If for any reason buyers are unsatisfied with the products, they can return them, and the Company will exchange or refund the purchase minus any shipping charges. For wholesale customers, return policies vary based on their specific agreements with customers. Under chargebacks agreements with the customers, the Company agrees to reimburse the seller for a portion of the costs incurred by the seller to advertise and promote certain of the Company’s products. The Company estimates, accrues and recognizes such chargebacks. These amounts are included in the determination of net sales. For three months ended December 31, 2024 and 2023, the Company has no sales allowances for estimated chargebacks and returns, respectively.
Accounts payable and accrued expenses
As
of December 31, 2024 and September 30, 2024, the accounts payable are $
As
of December 31, 2024 and September 30, 2024, the accrued expenses are $
Accounts payable and accrued expenses as of December 31, 2024 and September 30, 2024 are as follows:
December 31, 2024 | September 30, 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Total | $ | $ | ||||||
Other current liabilities
As
of December 31, 2024 and September 30, 2024, the other current liabilities are $
Cost Recognition
The Maca Series products are pure plant products that we purchase maca raw materials and entrust to process. Therefore, the raw materials - the procurement cost of maca, the packaging cost of goods, the freight cost of goods and so on.
Operating expenses
For
the three months ended December 31, 2024, the operating expenses were $
For the three months ended December
31, 2023, the operating expenses were $
Other income
For the three months ended December
31, 2024, the other income was $
For the three months ended December 31, 2023, the other income was $
Other Expense
Other
expense of $
| 13 |
Prepaid expenses and other current assets
Prepaid expenses and other current assets as of December 31, 2024 and September 30, 2024 are as follows:
December 31, 2024 | September 30, 2024 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Other current assets | ||||||||
| Total | $ | $ | ||||||
The
Prepaid expenses and other current assets balance of $
Inventories, net
Inventories,
net, consisting principally of raw materials, work in process and finished goods held for production and sale, is stated at the lower
cost or net realizable value, cost being determined using the weighted average cost method. The Company reviews inventory levels at
least quarterly and records a valuation allowance when appropriate. On December 31, 2024, the carrying value of inventory of $
December 31, 2024 | September 30, 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | $ | $ | ||||||
| Total | $ | $ | ||||||
Property and Equipment, net
Property
and equipment are stated at cost, net of accumulated depreciation. Office equipment is depreciated over a
December 31, 2024 | September 30, 2024 | |||||||
| Machinery & Equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Less - Accumulated Depreciation | ( | ) | ( | ) | ||||
| Less-Impairment on Property and Equipment | ( | ) | ||||||
| Disposal of property and equipment | ( | ) | ||||||
| Net Property and Equipment | $ | $ | ||||||
The Company is required to make deposits or prepayments and progress payments on equipment purchases before the Company receives possession and title. As a result, the Company accounts for such payments as Other Assets until it has possession at which time the equipment is recorded as Property and Equipment. There were no such deposits as of December 31, 2024 or September 30, 2024.
Samples
The Company distributes samples of its products as a component of its marketing program. Costs for samples are expensed at the time the samples are produced and recorded under operating expenses in the consolidated statements of operations.
| 14 |
Long-Lived Assets
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
Intangible assets
Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. We have identifiable useful life intangible assets related to acquired Dripkit tradename and customer relationships. We evaluate these intangible assets annually for impairment, and when indications of potential impairment exist. The management uses considerable judgment to determine key assumptions, including projected revenue, projected costs, marketing expenses and projected profits, etc. This kind of analysis requires important estimates and judgments, including the estimation of future cash flows, which depends on internal forecasts, the estimation of the long-term growth rate of our business, the estimation of the useful life of the cash flows that will occur, customer churn, and the determination of our weighted average cost of capital.
Income Taxes
In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
The
Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes,
the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would
more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount
recognized in the financial statements is the largest benefit that has a
Related parties
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Stock-based Compensation
We account for share-based awards issued to employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, which is normally the vesting period. Share-based compensation to directors is treated in the same manner as share-based compensation to employees, regardless of whether the directors are also employees. In June 2018, the FASB issued ASU 2018-07 which simplifies several aspects of the accounting for non-employee transactions by stipulating that the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718, “Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for under ASC Topic 505, “Equity”). The Company implemented ASU 2018-07 on October 1, 2019 and the impact of the implementation was not material to the financial statements.
| 15 |
We determine the fair value of share-based payments using the Black Scholes option-pricing model for common stock options and warrants and the closing price of our common stock for common share issuances. We recognize forfeitures as they occurred.
For three months ended December 31, 2024, the Company issued shares of its common stock under the 2024 Equity Incentive Plan.
Comprehensive income/loss
Comprehensive income/loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income/loss are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income/loss pertains to foreign currency translation adjustments.
Segment Information
ASC Topic 280, “Disclosures about Segments of an Enterprise and Related Information,” established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one business segment, which is the commercialization and development of functional beverages.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Group adopted ASU 2023-07 in the consolidated financial statements for the year ended December 31, 2024. The Company concluded that it has no material impact on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities, ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of these accounting standard updates on its consolidated financial statements.
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.
| 16 |
Discontinued Operations
ASC 205-20-45-10 In the period(s) that a discontinued operation is classified as held for sale and for all prior periods presented, the assets and liabilities of the discontinued operation shall be presented separately in the asset and liability sections, respectively, of the statement of financial position.
ASC 205-20-45-3 The statement in which net income of a business entity is reported or the statement of activities of a not-for-profit entity (NFP) for current and prior periods shall report the results of operations of the discontinued operation, including any gain or loss recognized in accordance with paragraph 205-20-45-3C, in the period in which a discontinued operation either has been disposed of or is classified as held for sale.
The company has terminated the sold business in accordance with ASC 205-20-45-10 and ASC 205-20-45-3. Additional information on discontinued operations can be found in Note 6-discontinued operations.
Identified Intangibles and Goodwill
The Company identified tradename and customer relationships intangible assets. The tradename and customer relationships intangible assets will be amortized on a straight-line basis over their respective estimated useful lives. The goodwill recognized results from such factors as an assembled workforce and management’s industry know-how.
3. LOANS
On
February 15, 2024, Social E-commerce Co., Ltd. provided a short-term, interest-free
loan to the Company. The loan, approved by the lender and serviced by Bill.com Capital 3, LLC through their online platform, was intended
to support the Company’s operations. As of December 31, 2024, the outstanding balance of this loan was $
On
April 18, 2024, SOONCHA KIM lent the company $
For
three months ended December 31, 2024, ZHANG XIANG provided a loan of $
4. GEOGRAPHIC CONCENTRATIONS
The Company is organized based on fundamentally one business segment although it does sell its products on a world-wide basis. The Company is organized in two geographical segments. The company jointly produces and sells its products in North America and China. Information about the Company’s geographic operations for three months ended December 31, 2024 and 2023 are as follows:
Three Months Ended December 31, 2024 | Three Months Ended December 31, 2023 | |||||||
| Net Revenue: | ||||||||
| North America | $ | $ | ||||||
| P.R.C | ||||||||
| $ | $ | |||||||
December 31, 2024 | September 30, 2024 | |||||||
| Property and equipment, net: | ||||||||
| North America | $ | |||||||
| P.R.C | $ | |||||||
| $ | $ | |||||||
| 17 |
5. RELATED PARTY TRANSACTIONS
As
of December 31, 2024, the directors of Wewin Technology LLC paid an administrative fee of $
6. DISCONTINUED OPERATIONS
On June 7, 2024, the company’s board of directors passed a resolution to sale (1) NuZee KOREA Ltd a company incorporated in Korea and a wholly-owned subsidiary of the Company; and (2) NuZee Investment Co., Ltd, a company incorporated in Japan and a wholly-owned subsidiary of the Company. The discontinuation of the business is primarily due to strategic considerations by the management regarding the company’s overall development, as well as the need to ensure administrative consistency.
The losses from discontinued operations for three months ended December 31, 2024 and 2023 are as follows:
| Three Months Ended | Three Months Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ||||||
| Gross profit | ||||||||
| Operating expenses | ( | ) | ||||||
| Operations Loss | ( | ) | ||||||
| Other revenue | ||||||||
| Other expense | ( | ) | ||||||
| Interest income, net | ||||||||
| Loss from discontinued operations before income tax | ( | ) | ||||||
| Income tax expense | ||||||||
| Loss from discontinued operation after tax | ( | ) | ||||||
| Losses from asset disposal of discontinued operations | $ | $ | ( | ) |
7. INTANGIBLE ASSETS
Identifiable life intangible assets
As
of December 31,2024, the net intangible assets of the company is $
Amortization
expense was $
Amortization expense for the next four fiscal years is as follows:
| Tradename Amortization |
||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Grand Total | $ | |||
| 18 |
8. ISSUANCE OF EQUITY SECURITIES
On August 20, 2024, the Company entered into a convertible
note purchase agreement (the “Purchase Agreement”) with certain investors (the “August Notes Investors”) to issue
and sell convertible notes in the aggregate principal amount of $
On October 31, 2024, all the August 2024 Notes Investors converted their August Notes to shares of Common Stock. As a result of such conversions of the August Notes, the Company issued an aggregate of shares of Common Stock to the August Notes Investors.
On October 22, 2024, the holders of warrants exercised its cashless option to purchase an aggregate of shares of the Company’s common stock. In connection with such cashless exercise, the Company did not receive any cash proceeds.
On
September 24, 2024, the Company entered into a securities purchase agreement with certain investors (the “Investors”), providing
for the sale and issuance of shares of the Company’s common stock, par value $ per share, for an aggregate purchase
price of $
On
December 24, 2024, the Company issued shares of its common stock for a total value of $
| 2024 | 2023 | |||||||
| Number of shares outstanding at September 30, 2024 and 2023 | ||||||||
| Restricted shares granted | ||||||||
| Restricted shares forfeited | ( | ) | ||||||
| Restricted shares vested | ||||||||
| Number of shares outstanding at December 31, 2024 and 2023 | ||||||||
Options
During the three months ended December 31, 2024, the Company granted new stock options.
During the three months ended December 31, 2024, stock options were forfeited or expired because of termination of employment, expiration of options and performance conditions not met.
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding on September 30, 2024 | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired | ( | ) | - | |||||||||||||
| Forfeited | - | - | ||||||||||||||
| Outstanding on December 31, 2024 | - | $ | ||||||||||||||
| Exercisable on December 31, 2024 | $ | - | $ | |||||||||||||
The
Company is expensing these stock option awards on a straight-line basis over the requisite service period. The Company recognized stock
option expense of $Nil
and $
| 19 |
Warrants
On October 18, 2024, the holders of warrants issued by the Company exercised its cashless option to purchase an aggregate of shares of the Company’s common stock pursuant to warrants issued by the Company. Such warrants were previously issued pursuant to the convertible note and warrant purchase agreement dated April 27, 2024, as disclosed in the current report of the Company on Form 8-K filed with the SEC on May 2, 2024. In connection with such cashless exercise, the Company will not receive any cash proceeds. The shares of common stock issuable upon exercise of such warrants were registered under the Form S-1 effective on July 1, 2024.
The following table summarizes warrant activity for the three months ended December 31, 2024:
| Number
of Shares Issuable Upon Exercise of Warrants | Weighted Average Exercise Price | Weighted
Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding on September 30, 2024 | $ | $ | ||||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired | - | - | ||||||||||||||
| Outstanding on December 31, 2024 | - | |||||||||||||||
| Exercisable on December 31, 2024 | $ | $ | ||||||||||||||
10. CONTINGENCIES
Curtin Litigation
As previously disclosed, on January 6, 2023, a former employee of the Company, Rosalina Curtin filed a complaint against the Company and another former employee of the Company, Jose Ramirez, in the Superior Court of California, County of San Diego (Case No. 37-2023-00000841-CU-WT-NC) (the “Complaint”). The Complaint alleged that Ms. Curtin was subject to harassment by Mr. Ramirez, gender discrimination throughout her employment, that she reported this discrimination and harassment to the Company, and that the Company retaliated against her and wrongfully terminated her for whistleblowing and failed to prevent discrimination, harassment, and retaliation. Ms. Curtin sought compensatory damages, including loss of past, present and future earnings, and benefits, as well as punitive damages, penalties, attorney’s fees and costs and interest. Pursuant to the terms of Ms. Curtin’s Employment Agreement with the Company, on December 22, 2023, the Court compelled the case to arbitration with the American Arbitration Association (Case Number 01-24-0002-3225).
| 20 |
On
November 8, 2024, without a finding or admission of wrongdoing, the Company entered into a settlement agreement with Ms. Curtin. In exchange
for mutual general releases and a dismissal of the lawsuit with prejudice, the Company paid Ms. Curtin $
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 $
The Company believes it has a basis to defend the claims in the Kim Litigation, however, the Company is not able to predict the outcome, and there is no assurance that the Company will be successful in its defense.
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 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. The Ex-Directors seek monetary damages in excess of $
11. SUBSEQUENT EVENTS
Private Placement
| Date | Transaction Description | Amount/Shares | Status | |||
| December 12, 2024 |
(Form 8-K filed on December 17, 2024, Form 8-K/A filed on January 23, 2025, Form 8-K filed on April 3, 2025) |
$ |
The closings of the sale of the notes and warrants occurred on January 16, 2025 and January 17, 2025.
On February 10, 2025, the Company obtained its shareholder approval for the issuance of shares underlying the notes and the warrants.
On March 18, 2025, the investors submitted their respective conversion notices to the Company, converting their respective Notes.
Upon receiving the conversion notices, the Company issued shares of the Company’s common stock to the Investors pursuant to the same. | |||
| June 2, 2025 |
(Form 8-K filed on June 5, 2025 and June 10, 2025) |
$ |
The closing of the sale of the shares of common stock occurred on June 9, 2025.
shares of common stock has been issued. |
| 21 |
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 $
The Company believes it has a basis to defend the claims in the Kim Litigation. The company believes that it is very likely to succeed in the defense.
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. The Ex-Directors seek monetary damages in excess of $
New Subsidiary
On
March 10, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan”), CIMG Inc.’s wholly-owned subsidiary, entered into
a Business Cooperation Intent Agreement (the “Agreement”) with Shanghai Huomao Cultural Development Co., Ltd. (“Huomao”).
Pursuant to the Agreement, the three shareholders of Huomao intend to transfer an aggregate of
On March 21, 2025, Zhongyan Shangyue Technology Co., Ltd. established a wholly-owned subsidiary, Henan Zhongyan Shangyue Technology Co. Ltd.
On
March 27, 2025, Zhongyan Shangyue Technology Co., Ltd. entered into a Business Cooperation Intent Agreement (the “Agreement”)
with Xilin Online (Beijing) E-commerce Co., Ltd (“Beijing Xilin”). Pursuant to the Agreement, certain shareholders of Beijing
Xilin intend to transfer an aggregate of
On March 31, 2025, the Company completed its acquisition of Beijing Xilin, along with the necessary business registration updates in China.
On April 22, 2025, the Company completed its acquisition of Shanghai Huomao, along with the necessary business registration updates in China.
| 22 |
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Refer to “Note 10. Contingencies” and “Note 11. Subsequent Events – Legal Proceedings” in our Condensed Consolidated Financial Statements included in this Report.
Item 1A. RISK FACTORS
In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Form 10-K, which could affect our business, financial condition, or operating results. The risks we describe in our periodic reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or operating results. For the quarter ended December 31, 2024, the Company is not aware of any specific new and additional risk factors that were not previously disclosed.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
During
the fiscal quarter ended March 31, 2025, none of the Company’s directors or officers, as defined in Section 16 of the Securities
Exchange Act of 1934,
| 23 |
Item 6. EXHIBITS
| * | Filed herewith. |
| ** | Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
| 24 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CIMG INC. | ||
| Date: August 26, 2025 | By: | /s/ Jianshuang Wang |
| Jianshuang Wang | ||
| Chief Executive Officer | ||
(Principal Executive Officer) | ||
| By: | /s/ Feng Tian | |
Feng Tian | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
| 25 |