CIMG

MKT CAP $2MP/E —DIV YIELD —FCF YIELD —REV TTM $31.4M +8315.0%NET INCOME −$47.3MNET DEBT $23K52W 0.00 – 4.88SEC XBRL · TTM TO Invalid Date

How CIMG rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

Item 1A—Risk Factors—Risks Associated With Doing Business in China” and the associated risk factor on page 20.
Please see “Item 1A—Risk Factors—Risks Associated With Doing Business in China” and the associated risk factor on page 20.
Permissions Required from the PRC Authorities for Our Operations We are also subject to legal and operational risks associated with being based in and having part of our operations in China.
Article 7 of the Cybersecurity Review Measures stipulates that “Network platform operators that hold personal information of more than one million users and plan to go public abroad must report to the Cybersecurity Review Office for a cybersecurity review.” As confirmed by our PRC counsel, Guangdong Shenmou, since we are not an online platform operator that possesses over one million users’ personal information, we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review Measures, and for the same reason, we will not be subject to the network data security review by the CAC though another bill, the Regulations on the Security Management of Network Data, came into effect on January 1, 2025.
As such, we believe that, as of the date of this report, we are compliant with the regulations and policies that have been issued by the CAC.
As of the date of this report, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange; however, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely impact our business and financial outlook.
If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of the shares of our common stock (“Common Stock”), significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
Cash Flows through Our Organization CIMG and DZR Tech may transfer cash to our PRC subsidiaries through capital injections and intra-group loans.
As advised by our PRC counsel, Guangdong Shenmou, current PRC regulations permit Beijing Zhongyan to pay dividends to DZR Tech, only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
During the fiscal years ended September 30, 2025 and 2024, there were no cash transfers between the Company and its subsidiaries.
Under the PRC laws and regulations, we are subject to restrictions on foreign exchange and cross-border cash transfers, including to CIMG, our non-PRC Subsidiaries, and U.S. investors.
Each transfer of cash among our Nevada holding company and our subsidiaries is subject to internal approval to maximize oversight, minimize risk, and ensure compliance with applicable laws and regulations.
Our board of directors (“Board of Directors”) and its audit committee (“Audit Committee”) oversee the Company’s major financial risk exposures.
The Holding Foreign Companies Accountable Act On April 21, 2020, the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board of the United States (the “PCAOB”) released a joint statement highlighting the risks associated with investing in companies based in or having substantial operations in emerging markets including China.
The Board made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act (the “HFCA Act”).
Our auditor, Assentsure PAC, an independent registered public accounting firm, is a PCAOB-registered public accounting firm headquartered in Singapore.
As such, as of the date of this report, our listing is not affected by the HFCA Act and related regulations.
Risk Factors—Risks Associated With Doing Business in China” call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.
Forward-looking statements in this Report may include, without limitation, statements regarding: ● our plans to obtain funding for our operations, including the funds required for technological development, product production and product commercialization, as well as the funds necessary to ensure the company’s continuous operation. ; ● our expectation that our existing capital resources will be sufficient to fund our operations for at least the next twelve 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 market size and growth trend of our products; ● our ability to compete with those companies that sell similar products; ● our ability to successfully achieve the anticipated results of strategic transactions; ● our expectations for future sales revenue; ● our reliance on raw material suppliers or product manufacturers is to enable us to better produce our products and offer a wider variety of products to our customers.; ● 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.
Dollars” refers to the legal currency of the United States; ● “Beijing Xilin” refers to Xilin Online (Beijing) E-commerce Co., Ltd, a limited liability company organized under the laws of the People’s Republic of China, 51% of which equity interest is owned by Beijing Zhongyan; ● “Beijing Zhongyan” refers to Zhongyan Shangyue Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by DZR Tech; ● “Beijing Shangyue” refers to Beijing Zhongyan Shangyue Holdings Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by Beijing Zhongyan; ● “Braincon HK” refers to Braincon Limited, a Hong Kong limited company, which is wholly owned by DZR Tech; ● “Beijing Xinmiao” refers to Beijing Xin Miao Shi Dai Technology Development Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by Braincon HK; ● “Common Stock” refers to our common stock, US$0.00001 par value per share; ● “DZR Tech” refers to DZR Tech Limited, a Hong Kong limited company, which is wholly owned by the Company; ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; ● “Henan Zhongyan” refers to Henan Zhongyan Shangyue Technology Co., Ltd, a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by Beijing Zhongyan; ● “Nuanyou” refers to Henan Nuanyou Agricultural Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by Henan Zhongyan; ● “non-PRC Subsidiaries” refers to Wewin, DZR Tech, and Singapore CIMG; ● “PRC Subsidiaries” refers to Beijing Zhongyan, Beijing Shangyue, Henan Zhongyan, Nuanyou, Beijing Xilin, and Shanghai Huomao, Zhimeng, and Zhutai; ● “PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this report only, Hong Kong SAR, Macau SAR and Taiwan; ● “RMB” or “Renminbi” refers to the legal currency of China; ● “SEC” refers to the Securities and Exchange Commission; ● “Securities Act” refers to the Securities Act of 1933, as amended; ● “Shanghai Huomao” refers to Shanghai Huomao Cultural Development Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is 51% owned by Beijing Zhongyan; ● “Zhutai” refers to Guizhou Zhutai Huomao Liquor Industry Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is 90% owned by Shanghai Huomao; ● “Zhimeng” refers to Shenzhen Zhi Meng Qi Yang Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, 51% of which equity interest is owned by Beijing Zhongyan; ● “Singapore CIMG” refers to CIMG PTE.
LTD., a Singapore limited liability company, which is wholly owned by the Company; ● “we”, “us”, “our”, “CIMG” and the “Company” refer to CIMG Inc.; and ● “Wewin” refers to WEWIN TECHNOLOGY LLC, a Florida limited liability company, which is wholly owned by the Company; PART I ITEM 1.
Overview CIMG is a company incorporated in Nevada and has been listed on Nasdaq since June 2020.
We previously focused on specialty coffee and related technologies, but we are now expanding our sales and distribution channels in Asia to provide a wider variety of healthy foods to Asian customers.
We also help our customers and distributors maximize user growth and product sales through AI computing technology.
These AI services have supported our expansion in Asia.
On June 7, 2024, we entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Masateru Higashida, our former Chief Executive Officer and Director, pursuant to which we sold all issued and outstanding shares of our wholly-owned subsidiaries, NuZee KOREA Ltd. and NuZee Investment Co., Ltd., to Mr.
Since July 2024, we have been undergoing a transformation in digital marketing, distribution, and sales.
As part of this transformation, we have expanded our sales and distribution network to include Maca-enhanced food and beverages, reaffirming our commitment to reshaping the online marketing, sales, and distribution landscape for consumer products.
Maca, a plant in the Brassicaceae family that originated in South America, has oval leaves and a root that resembles a small round radish.
It is edible and is widely regarded as a natural “superfood” Maca is rich in nutrients and is believed to nourish and strengthen the human body, and it is often referred to as “South American ginseng”.
The primary cultivation regions for Maca include the Andes Mountains in South America and the Jade Dragon Snow Mountain area in Lijiang, Yunnan, China.
We have secured exclusive distribution and sales rights in Asia for a three-year term for “Kangduoyuan” brand Maca products.
The product portfolio under this agreement includes Maca Peptide Coffee, Maca-Noni, Maca Wine, Maca Purified Powder, and other Maca-related offerings.
We promote these products through a digital marketing strategy and online sales channels, which has supported our Maca series growth.
See “—Recent Developments.” Since July 2024, we launched the “Homology of Medicine and Food” series. including Huomao-branded products, exosome eye drops and other health and wellness products.
The Homology of Medicine and Food Series is guided by traditional Chinese medicine theory, incorporates modern nutritional principles to identify the functional attributes of certain foods and food-derived ingredients. we are committed to providing healthier and more suitable health and wellness products for Asian customers.
The launch of the new product effectively contributed to the growth of our sales.
We source, market, and distribute health and wellness products, including Maca-based dietary supplements, functional foods, and beauty products.
We leverage technology and data-driven marketing tools to support product promotion and sales.
We are committed to providing high-quality products with a focus on responsible and sustainable sourcing to consumers seeking to enhance their health and wellness.

and 335 more.

Gone since FY2024

Item 1A —Risk Factors—Risks Associated With Doing Business in China” and the associated risk factor on page 30.
Please see “Item 1A —Risk Factors—Risks Associated With Doing Business in China” and the associated risk factor on page 30.
Permissions Required from the PRC Authorities for Our Operations We are also subject to legal and operational risks associated with being based in and having part of the Company’s operations in China.
Article 7 of the Cybersecurity Review Measures stipulates that “Network platform operators that hold personal information of more than one million users and plan to go public abroad must report to the Cybersecurity Review Office for a cybersecurity review.” As confirmed by our PRC counsel, Guangdong Shenmou Law Firm since we are not an online platform operator that possesses over one million users’ personal information, we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review Measures, and for the same reason, we will not be subject to the network data security review by the CAC though another bill, the Regulations on the Security Management of Network Data, came into effect on January 1, 2025.
As such, we believe that, as of the date of this Annual Report, we are compliant with the regulations and policies that have been issued by the CAC.
As of the date of this Annual Report, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange; however, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely impact our business and financial outlook.
If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our shares of common stock, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
Cash Flows through Our Organization CIMG, and our non-PRC Subsidiaries, may transfer cash to our PRC subsidiaries, through capital injections and intra-group loans.
As advised by our PRC counsel, Guangdong Shenmou Law Firm, current PRC regulations permit Beijing Zhongyan to pay dividends to DZR Tech, only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
During the fiscal years ended September 30, 2024 and 2023, there is cash transfers of $220,000 and $ Nil occurred between the Company and its subsidiaries.
Under mainland China laws and regulations, we are subject to restrictions on foreign exchange and cross-border cash transfers, including to CIMG, our non-PRC Subsidiaries, and U.S. investors.
Each transfer of cash among our Nevada holding company holding company and our subsidiaries is subject to internal approval to maximize oversight, minimize risk, and ensure compliance with applicable laws and regulations.
Our Board of Directors and the audit committee oversee the Company’s major financial risk exposures.
The Holding Foreign Companies Accountable Act On April 21, 2020, the SEC and PCAOB released a joint statement highlighting the risks associated with investing in companies based in or having substantial operations in emerging markets including China.
The Board made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act.
Our auditor, Assentsure PAC, the independent registered public accounting firm is a PCAOB-registered public accounting firm headquartered in Singapore.
As such, as of the date of this Annual Report, our listing is not affected by the HFCA Act and related regulations.
Risk Factors— Risks Associated With Doing Business in China” call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the Public Company Accounting Oversight Board of the United States (the “PCAOB”).
Forward-looking statements in this Report may include, without limitation, statements regarding: ● 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.
Dollars” refers to the legal currency of the United States; ● “Beijing Xilin” refers to Xilin Online (Beijing) E-commerce Co., Ltd, a limited liability company organized under the laws of the People’s Republic of China, which is 51% owned by Beijing Zhongyan; ● “Beijing Zhongyan” refers to Zhongyan Shangyue Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by DZR Tech; ● “Common Stock” refers to our common stock, US$0.00001 par value per share; ● “DZR Tech” refers to DZR Tech Limited, a Hong Kong limited company, which is wholly owned by the Company; ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; ● “Henan Zhongyan” refers to Henan Zhongyan Shangyue Technology Co., Ltd, a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by Beijing Zhongyan; “non-PRC Subsidiaries” refers to Wewin, DZR Tech, and Singapore CIMG; ● “PRC Subsidiaries” refers to Beijing Zhongyan, Henan Zhongyan, Beijing Xilin and Shanghai Huomao; ● “PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this report only, Hong Kong SAR, Macau SAR and Taiwan; ● “RMB” or “Renminbi” refers to the legal currency of China; ● “SEC” refers to the Securities and Exchange Commission; ● “Securities Act” refers to the Securities Act of 1933, as amended; ● “Shanghai Huomao” refers to Shanghai Huomao Cultural Development Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is 51% owned by Beijing Zhongyan; ● “Singapore CIMG” refers to CIMG PTE.
LTD., a Singapore limited liability company, which is wholly owned by the Company; ● “we”, “us”, “our”, “CIMG” and the “Company” refers CIMG Inc. and its subsidiaries, taken together; and ● “Wewin” refers to WEWIN TECHNOLOGY LLC, a Florida limited liability company, which is wholly owned by the Company; PART I ITEM 1.
Overview CIMG Inc. is a company incorporated in Nevada and listed on Nasdaq since June 2020.
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.
On June 7, 2024, we entered into a Share Purchase Agreement (“Share Purchase Agreement”) with Masateru Higashida, our former Chief Executive Officer and Director, under which we sold all issued and outstanding shares of our wholly-owned subsidiaries, NuZee KOREA Ltd. and NuZee Investment Co., Ltd., to Mr.
Higashida, which sale was completed in June 2024.
Since July 2024, CIMG has been undergoing a transformation in digital marketing, distribution, and sales.
As part of this transformation, we have extended our sales and distribution network to include maca-enhanced food and beverages, reaffirming our commitment to reshaping the online marketing, sales, and distribution landscape for consumer products.
Maca, a plant of the Brassicaceae family that originated in South America, has oval leaves and a rootstock shaped like a small round radish.
It is edible and renowned as a natural superfood.
Maca is rich in nutrients, boasts high levels of essential nutrients, and is believed to nourish and strengthen the human body.
It is often referred to as “South American ginseng.” The primary cultivation regions for maca include the Andes Mountains in South America and the Jade Dragon Snow Mountain in Lijiang, Yunnan, China.
CIMG has successfully secured the exclusive distribution and sales rights for all maca products produced by Jiangsu Kangduoyuan Beverage Co., Ltd., a leading maca production base in Asia.
These products include Maca Peptide Coffee, Maca-Noni, Maca Wine, Maca Purified Powder, and other full-range offerings.
Through a comprehensive digital marketing strategy, CIMG is optimistic in its ability to achieve sales growth and enhance the Company’s enterprise value.
CIMG aims to become a leading distributor of premium maca products, a natural superfood known for its numerous health benefits.
Our business focuses on sourcing, marketing, and distributing a wide range of maca-based dietary supplements, functional foods, and beauty products.
We operate with a commitment to providing high-quality, sustainably sourced products to consumers who seek to enhance their health and wellness.
Our products are sold through both online channels and a network of retail partners, including grocery stores, convenience stores, and vending machines.
Our sources of revenue Co-Packing and Product Innovation With years of experience as a third-party contract packer for leading companies in the coffee beverage industry, combined with our own coffee sales and market insights from the Asian region, we have expanded our business strategy to deepen our industry engagement.

and 239 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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