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CIMG on OTC

CIMG Inc.

CIMG Inc. is an American retail-miscellaneous retail company based in Plano.1

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Last updated Oct 21, 2026.

Overview

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  • TickerCIMG on OTC1
  • IndustryRetail-Miscellaneous Retail1
  • HeadquartersNV1
  • Incorporated inNV2
  • Business addressRoom R2, Fty D, 16/F, Kin Ga Ind. Bldg., 9 San On Street, Tuen Mun, Hong Kong2
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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KOREA Ltd. and NuZee Investment Co., Ltd., to Mr. Higashida. The sale was completed in June 2024.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

1.2%Gross margin5
-50.5%Operating margin5
-47.4%Net margin5
433.5%Revenue growth, 20255
-10.7%Return on equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 99% of the revenue CIMG Inc. broke down this way in fiscal 2025.

  1. Product$10.2M599%up 430% from 2024
  2. Service$66.0K51%
Products and services by year
Products and services20242025
Product$1.9M$10.2M
Service$66.0K

Business segments

Homology of Medicine and Food Series brought in 62% of the revenue CIMG Inc. broke down this way in fiscal 2025.

  1. Homology of Medicine and Food Series$6.3M562%
  2. Computing Power Product Series$3.8M537%
  3. Maca Product$144.7K51%
Business segments by year
Business segments20242025
Homology of Medicine and Food Series$6.3M
Computing Power Product Series$3.8M
Maca Product$144.7K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue99¢$10.2M
  • Other costs1¢$122.7K
  • Income tax0¢$3.1K

Out of $10.3M in revenue.5 The company lost money this year.

Financial statements

Revenue6789105$10.3M in 2025+474% since 2019
0$5.0M$10.0M$15.0M2019: $1.8M$1.8M20192020: $1.4M$1.4M2020−22%2021: $1.9M$1.9M2021+37%2022: $3.1M$3.1M2022+61%2023: $1.8M$1.8M2023−43%2024: $1.9M$1.9M2024+10%2025: $10.3M$10.3M2025+433%
Gross profit6789105$125.8K in 2025−57% since 2019
-$400.0K-$200.0K0$200.0K$400.0K2019: $295.1K$295.1K20192020: -$239.0K-$239.0K20202021: -$80.1K-$80.1K2021−66%2022: -$110.4K-$110.4K2022+38%2023: -$210.8K-$210.8K2023+91%2024: $32.2K$32.2K20242025: $125.8K$125.8K2025+291%
Operating income6789105-$5.2M in 2025−57% since 2019
-$20.0M-$15.0M-$10.0M-$5.0M02019: -$12.1M-$12.1M20192020: -$9.3M-$9.3M2020−23%2021: -$18.0M-$18.0M2021+93%2022: -$11.4M-$11.4M2022−37%2023: -$8.4M-$8.4M2023−26%2024: -$10.9M-$10.9M2024+30%2025: -$5.2M-$5.2M2025−52%
Net income6789105-$4.9M in 2025−60% since 2019
-$20.0M-$15.0M-$10.0M-$5.0M02019: -$12.2M-$12.2M20192020: -$9.5M-$9.5M2020−22%2021: -$18.6M-$18.6M2021+96%2022: -$11.8M-$11.8M2022−36%2023: -$8.7M-$8.7M2023−26%2024: -$9.0M-$9.0M2024+3%2025: -$4.9M-$4.9M2025−46%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-09-302024-09-30
Total revenues, net$10.3M$1.9M
Total cost of revenue-$10.2M-$1.9M
Gross profit$125.8K$32.2K
Operating expenses-$4.4M-$6.4M
Allowance for credit loss-$2.1K-$3.5M
Inventory write-down-$902.8K-$815.5K
Impairment loss on assets held for sale-$204.0K
Loss from operations-$5.2M-$10.9M
Fair value variation$2.0M-$82.8K
Loss from investment-$1.1M
Other income$475.0K$532.6K
Other expense-$309.1K-$665.8K
Loss on acquisition-$20.2K
Goodwill impairment-$1.9M
Interest expense, net-$7.6K
Net loss from continuing operations-$4.9M-$12.2M
Gain from discontinued operations$3.2M
Net loss before tax-$4.9M-$9.0M
Income tax-$3.1K
Net loss-$4.9M-$9.0M
Non-controlling interest-$7.2K
Net loss attributable to CIMG Inc.-$4.9M-$9.0M
Basic loss per common share-$2.80-$83.46
Diluted loss per common share-$2.80-$83.46
Basic weighted average number of common stock outstanding1.7M shares107.5K shares
Diluted weighted average number of common stock outstanding1.7M shares107.5K shares

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Corporate structure

CIMG Inc. sits at the top of its group. 3 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of CIMG Inc.

  • Fixed Star Future Technology Ltd. Filed SCHEDULE 13G on CIMG Inc., latest Oct 24, 2025
  • DYT INFO PTE. LTD. Filed SCHEDULE 13D/A on CIMG Inc., latest Oct 23, 2025 (2 filings since Apr 3, 2025)
  • Dai Dixon Perez Filed SCHEDULE 13D on CIMG Inc., latest Oct 23, 2025 (3 filings since Jun 14, 2024)
  • Xiaodong Liu Filed SCHEDULE 13D/A on CIMG Inc., latest Oct 23, 2025 (3 filings since Nov 4, 2024)
  • Yubo Yang Filed SCHEDULE 13D/A on CIMG Inc., latest Oct 23, 2025 (4 filings since Oct 17, 2024)
  • Yumei Liu Filed SCHEDULE 13D/A on CIMG Inc., latest Oct 23, 2025 (7 filings since May 6, 2024)
  • Xiangrong Dai Filed SCHEDULE 13G/A on CIMG Inc., latest Jun 10, 2025 (5 filings since Jun 14, 2024)
  • Yanqin Chen Filed SCHEDULE 13G/A on CIMG Inc., latest Jun 9, 2025 (3 filings since Jul 30, 2024)
  • Wenwen Yu Filed SCHEDULE 13D on CIMG Inc., latest Apr 3, 2025 (4 filings since Jun 14, 2024)
  • Yujie Liu Filed SCHEDULE 13D on CIMG Inc., latest Apr 3, 2025 (4 filings since Jun 14, 2024)
  • Yalan Yang Filed SC 13G/A on CIMG Inc., latest Dec 5, 2024 (2 filings since Jul 30, 2024)
  • Min Li Filed SC 13G/A on CIMG Inc., latest Nov 4, 2024 (3 filings since Jun 14, 2024)
  • CIMG Inc. NV
    • Braincon Limited Subsidiary · Hong Kong
    • DZR Tech Limited Subsidiary · Hong Kong

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What CIMG Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Machinery and equipment$30.9K5 Sep 30, 2025$1.5M5 Sep 30, 2024−97.9%
Property and equipment, before depreciation$30.9K5 Sep 30, 2025$1.5M5 Sep 30, 2024−98.0%
Accumulated depreciation$28.7K5 Sep 30, 2025$1.1M5 Sep 30, 2024−97.5%
Property and equipment, net$2.2K5 Sep 30, 2025$2.3K5 Sep 30, 2024−3.0%
Operating-lease assets (leased space)$20.3K5 Sep 30, 2025$99.7K5 Sep 30, 2024−79.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$137.3K5 Sep 30, 2025$464.2K5 Sep 30, 2024−70.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$2.2K5 Sep 30, 2025$80.0K5 Sep 30, 2024−97.2%
Finite-lived intangibles, gross$173.0K5 Sep 30, 2025$140.0K5 Sep 30, 2024+23.6%
Accumulated amortization$170.8K5 Sep 30, 2025$60.0K5 Sep 30, 2024+184.7%
Finite-lived intangibles, net$2.2K5 Sep 30, 2025$80.0K5 Sep 30, 2024−97.2%

Inventory

ItemLatestA year beforeChange
Inventory, total$11.9M5 Sep 30, 2025$4.5M5 Sep 30, 2024+161.5%
Raw materials$12.8M5 Sep 30, 2025$5.3M5 Sep 30, 2024+142.0%
Finished goods$1545 Sep 30, 2025$74.3K5 Sep 30, 2024−99.8%

Properties, in its own words

Our principal executive office is located at Room R2, FTY D, 16/F, Kin Ga Industrial Building, 9 San On Street, Tuen Mun, Hong Kong, at a monthly rental cost of RMB 4,167 (approximately $594), with the lease expiring on December 17, 2026.

We currently lease office space and facilities in Delray Beach, Florida; Tuen Mun, Hong Kong; and Beijing and Henan, China. Our office in Boca Raton, Florida has a total monthly lease expense of approximately $2,500, with the lease expiring on October 11, 2026. Our office in Beijing, China has a total yearly lease expense of approximately RMB 197,100(approximately $27,683), with the lease expiring on March 31, 2026. Our office in Henan, China has a total yearly lease expense of approximately RMB 98,280 (approximately $13,804), monthly rent fee RMB 8,190 (approximately $1,150), with the lease expiring on August 14, 2026. We have analyzed our current facilities in light of our anticipated requirements, and we expect to continue optimizing our office space and facilities to meet our future needs.

Item 2 of the 10-K filed Feb 13, 2026.4

Leadership

Who has led CIMG Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Masateru Higashida2015–2018

President

  1. Travis Gorney2017

Chief financial officer

  1. Masateru Higashida2015–2018
  2. Shanoop Kothari2019–2020
  3. Patrick J. Shearer2021
  4. Randell Weaver2023
  5. Zhanzhan Shi2024–2025
  6. Feng Tian2025–now
20202025
Board members and other officers (15)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Sales Officer and Chief Supply Chain OfficerJose Ramirez named Mar 3, 202235
  • DirectorDavid G Robson named Mar 3, 202235
  • DirectorJ. Chris Jones named Mar 3, 202235

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Braincon Limited Hong Kong SAR3
  • CIMG Pte. Ltd. Singapore3
  • DZR Tech Limited Hong Kong SAR3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • NuZee, Inc.May 24, 2013 to Nov 4, 20242
  • Havana Furnishings Inc.Sep 6, 2011 to Jun 3, 20132

Timeline

  1. Sep 30, 20268-K Entered a material agreement36
  2. Sep 14, 20268-K Executive or director change37
  3. Sep 8, 20268-K Executive or director change38
  4. Jun 23, 20268-K Entered a material agreement39
  5. Jun 22, 20268-K Regulation FD disclosure40
  6. Jun 4, 20268-K Bylaws or fiscal year changed41
  7. May 13, 20268-K Results of operations42
  8. Mar 25, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares43
  9. Mar 12, 20268-K Bylaws or fiscal year changed44
  10. Mar 9, 20268-K Listing notice or transfer45
  11. Mar 5, 20268-K Entered a material agreement; Unregistered sale of shares46
  12. Feb 27, 20268-K Listing notice or transfer; Regulation FD disclosure47
  13. Feb 17, 2015New chief executive Masateru Higashida becomes CEO14

Calendar

When it reported results

  1. May 13, 2026Reported quarterly or annual results42
  2. Aug 20, 2024Reported quarterly or annual results48

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

299 filings to the SEC since October 2021: 7 annual reports, 19 quarterly reports, 112 major events, 43 insider forms, 57 large holders, 1 private raises, 60 other. The latest 20:

  1. Sep 30, 20268-K EDGAR
  2. Sep 17, 202625-NSE EDGAR
  3. Sep 14, 20268-K EDGAR
  4. Sep 8, 20268-K EDGAR
  5. Aug 13, 202610-Q EDGAR
  6. Jun 23, 20268-K EDGAR
  7. Jun 22, 20268-K EDGAR
  8. Jun 22, 2026424B3 EDGAR
  9. Jun 18, 2026424B4 EDGAR
  10. Jun 17, 2026EFFECT EDGAR
  11. Jun 12, 2026S-1/A EDGAR
  12. Jun 4, 20268-K EDGAR
  13. Jun 2, 2026S-1/A EDGAR
  14. May 13, 20268-K EDGAR
  15. May 11, 202610-Q EDGAR
  16. Apr 30, 2026DEF 14C EDGAR
  17. Apr 29, 2026S-1/A EDGAR
  18. Apr 20, 2026PRE 14C EDGAR
  19. Mar 26, 2026S-1 EDGAR
  20. Mar 25, 20268-K EDGAR

The 299 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

14 open-market trades by officers, directors and large owners since October 2021: 7 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 18, 2025Liu Yujie10% ownerBuy3,074,590$0.52$1.6MForm 4
Mar 18, 2025VMADE CO., LTD10% ownerBuy2,937,787$0.52$1.5MForm 4
Mar 18, 2025JOYER INVESTMENT LTD.10% ownerBuy3,074,590$0.52$1.6MForm 4
Mar 18, 2025Dai Zheng10% ownerBuy2,529,236$0.52$1.3MForm 4
Oct 14, 2024DYT INFO PTE. LTD.10% ownerBuy701,754$0.57$400.0KForm 4
Jul 24, 2024Zhang Xiang10% ownerSale139,357$1.27$177.0KForm 4
Jul 24, 2024Future Science & Technology Co. Ltd.10% ownerSale83,615$1.98$165.6KForm 4
Jul 18, 2024JOYER INVESTMENT LTD.10% ownerBuy542,517$1.47$797.5KForm 4
Jul 18, 2024Jiang Shelei10% ownerBuy505,722$1.47$743.4KForm 4
Oct 13, 2023HIGASHIDA MASATERUSee RemarksSale500$5.16$2.6KForm 4
Sep 14, 2023HIGASHIDA MASATERUSee RemarksSale800$7.37$5.9KForm 4
Sep 14, 2023HIGASHIDA MASATERUSee RemarksSale800$7.37$5.9KForm 4
Sep 13, 2023HIGASHIDA MASATERUSee RemarksSale1,200$7.33$8.8KForm 4
Sep 13, 2023HIGASHIDA MASATERUSee RemarksSale1,200$7.33$8.8KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

  • Fixed Star Future Technology Ltd.SCHEDULE 13G, 1 filing Oct 24, 202549
  • DYT INFO PTE. LTD.SCHEDULE 13D/A, 2 filings Apr 3, 2025 to Oct 23, 202550
  • Dai Dixon PerezSCHEDULE 13D, 3 filings Jun 14, 2024 to Oct 23, 202551
  • Xiaodong LiuSCHEDULE 13D/A, 3 filings Nov 4, 2024 to Oct 23, 202552
  • Yubo YangSCHEDULE 13D/A, 4 filings Oct 17, 2024 to Oct 23, 202553
  • Yumei LiuSCHEDULE 13D/A, 7 filings May 6, 2024 to Oct 23, 202554
  • Xiangrong DaiSCHEDULE 13G/A, 5 filings Jun 14, 2024 to Jun 10, 202555
  • Yanqin ChenSCHEDULE 13G/A, 3 filings Jul 30, 2024 to Jun 9, 202556
  • Wenwen YuSCHEDULE 13D, 4 filings Jun 14, 2024 to Apr 3, 202557
  • Yujie LiuSCHEDULE 13D, 4 filings Jun 14, 2024 to Apr 3, 202558
  • Yalan YangSC 13G/A, 2 filings Jul 30, 2024 to Dec 5, 202459
  • Min LiSC 13G/A, 3 filings Jun 14, 2024 to Nov 4, 202460
  • Xiang ZhangSC 13G/A, 4 filings May 6, 2024 to Oct 24, 202461
  • Shelei JiangSC 13G/A, 3 filings Jun 14, 2024 to Oct 16, 202462
  • BARD ASSOCIATES INCSC 13G/A, 2 filings Jan 4, 2024 to Jul 25, 202463
  • Masateru HigashidaSC 13D/A, 3 filings Dec 15, 2022 to Oct 30, 202364
  • Kim SoonchaSC 13G/A, 2 filings Apr 22, 2022 to Feb 7, 202365
  • Katsuyoshi EguchiSC 13D/A, 1 filing Dec 22, 202266
  • SABBY MANAGEMENT, LLCSC 13G/A, 1 filing Jan 4, 202267

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$426.8K 2022–2022
Money received by yearMoney received by year, 2022–2022: $426.8K in all. Private raises (Form D) $426.8K.$0$200K$400K$600K2022 · Private raises (Form D): $426.8K2022
Figures by year
YearPrivate raises (Form D)Total
2022$426.8K$426.8K

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Feb 25, 2022Raised $426,844 in a private offering of equity35 Form D: 6 investors so far Form D

SEC filer profile

How CIMG Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCIMG Inc.1
  • CIK0001527613
  • Employer ID (EIN)38-38497914
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inNevada4
  • Fiscal year endsSeptember 301
  • Industry code (SIC)5900 Retail-Miscellaneous Retail1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business addressRoom R2, Fty D, 16/F, Kin Ga Ind. Bldg., 9 San On Street, Tuen Mun, Hong Kong, Hong Kong1
  • Phone(760) 295-24081
  • Shares outstanding1,960,301,219 as of Aug 13, 202612
  • Public float$16.2M as of Mar 31, 20254
  • AuditorAssentsure PAC, Singapore PCAOB ID 6783; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceSep 6, 20111
  • Filings498 in all: 8-K (154), 10-Q (43), 4 (39), 3 (27), SC 13G/A (23), UPLOAD (16), SC 13G (15), 10-K (14)1
    All 46 form types

    NT 10-Q (14), CORRESP (13), S-1/A (11), NT 10-K (9), 424B5 (8), 8-K/A (8), DEF 14C (8), 10-Q/A (7), DEF 14A (7), EFFECT (7), S-1 (7), SCHEDULE 13D (7), PRE 14C (6), 10-K/A (5), DEFA14A (5), SCHEDULE 13D/A (5), PRE 14A (4), S-8 (4), SC 13D/A (4), 424B3 (3), SCHEDULE 13G/A (3), 424B4 (2), D (2), RW (2), S-3 (2), SC 13D (2), 144 (1), 25-NSE (1), 4/A (1), 5 (1), 8-A12B (1), 8-A12G (1), CERT (1), D/A (1), DEFA14C (1), DEFR14A (1), DRS (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 13, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Oct 6, 2025
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.00001 par valueIMGThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 13, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks CIMG Inc. names in Item 1A of its 10-K filed Feb 13, 2026: 67 risks under these headings, as written.4

  • Risks Related to Our Financial Condition and Capital Requirements
  • Risks Related to Our Business
  • Risks Associated With Doing Business in China
  • Risks Related to Ownership of our Common Stock
  • We have a history of net losses. We expect to continue to incur net losses in the future.
  • Our independent auditor’s report for the fiscal year ended September 30, 2025 includes an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, and absent additional financing we may be unable to remain a going concern.
  • Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.
  • Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.
  • Product safety and quality concerns could negatively affect our business.
  • Our business is highly concentrated in our Maca Series products, and our reliance on a limited number of suppliers and customers exposes us to significant risks.
  • Continued innovation and the successful development and timely launch of new products are critical to our financial results and the achievement of our growth strategy.
  • Our future financial results are difficult to predict, and the early stage of commercialization of our current product lines may cause our operating results to fluctuate and may adversely affect the price of our securities.
The other 59 risks
  • Our international operations subject us to complex legal and regulatory requirements, including requirements relating to product labeling and marketing claims, and non-compliance could adversely affect our business.
  • Increased competition, including as a result of industry consolidation, could hurt our businesses.
  • Changes in the Maca products environment and retail landscape could impact our financial results.
  • Our business, growth, and profitability depend on the performance of third-parties and our relationship with them.
  • Interruption or increased costs of our supply chain and sales network, including a disruption in operations at any of our facilities or our manufacturer partners’ facilities, could affect our ability to manufacture or distribute products and could adversely affect our business and sales.
  • The loss of any member of our senior management team or our inability to attract and retain highly skilled personnel could have a material adverse effect on our business.
  • Because our management structure is not centralized, the management of our business operations may be more expensive and more difficult.
  • We expect to continue to experience inflationary pressure on our cost structure, and price increases may not be sufficient to offset cost increases or may result in sales volume declines.
  • We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
  • Any failure by us to accurately forecast customer demand for our products, or to quickly adjust to forecast changes, could adversely affect our business and financial results.
  • We may not be able to adequately protect our intellectual property rights, and our competitors may be able to offer similar products and services, which would harm our competitive position.
  • We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
  • Failure to comply with applicable transfer pricing and similar regulations could harm our business and financial results.
  • If we are unable to protect our information systems against service interruption or failure, misappropriation of data or breaches of security, our operations could be disrupted, we could be subject to costly government enforcement actions and private litigation and our reputation may be damaged.
  • Employment litigation and unfavorable publicity could negatively affect our future business.
  • Currently pending, threatened or future litigation or governmental or regulatory proceedings or inquiries could result in material adverse consequences, including judgments or settlements.
  • Future acquisitions of and investments in new businesses could impact our business and financial condition.
  • Ongoing geopolitical tensions around the world may have a material adverse effect on our business, financial condition, and results of operations.
  • We may be exposed to risks related to digital assets and artificial intelligence
  • If future prices of Bitcoin are not sufficiently high, our business, results of operations, and financial condition could be materially and adversely affected, which may have a negative impact on the trading price of our securities.
  • Changes in blockchain validation protocols, network rules, or other fundamental changes to the Bitcoin ecosystem could reduce demand for Bitcoin and adversely affect the value of our Bitcoin holdings.
  • Regulatory authorities may in the future determine that Bitcoin is a “security,” which could materially reduce its liquidity and value and adversely affect our financial condition and results of operations.
  • Changes in U.S. regulatory interpretation relating to digital assets could reduce the value and liquidity of the Bitcoin we hold as part of our assets and could materially and adversely affect our financial condition and results of operations.
  • Changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of our business.
  • Our Hong Kong subsidiary, DZR Tech, is subject to various evolving Hong Kong laws and regulations regarding data security and antimonopoly, which could subject it to government enforcement actions and investigations, fines, penalties, and suspension or disruption of its operations.
  • The PRC government may intervene in, or influence, the conduct of our business to ensure our compliance with PRC laws and regulations, which could result in a material change in our operations and/or the value of our Common Stock
  • The approval and/or other requirements of the CSRC or other mainland China governmental authorities may be required in connection with our issuance of securities overseas under mainland China rules, regulations or policies, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such other requirements.
  • A slowdown or other adverse developments in the PRC economy may harm our customers and the demand for our services and our products.
  • If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.
  • Future inflation in China may inhibit the profitability of our business in China.
  • The fluctuation of the Renminbi may have a material adverse effect on your investment.
  • Restrictions on currency exchange may limit our ability to receive and use our revenue effectively.
  • Our subsidiary in China is subject to restrictions on making dividends and other payments to us.
  • Uncertainties with respect to the PRC legal system could have a material adverse effect on us.
  • The PRC’s legal and judicial system under special circumstances may not adequately protect our business and operations and the rights of foreign investors.
  • Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process which could make it more difficult for us to pursue growth through acquisitions in China.
  • PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to the PRC Subsidiaries and affiliated entities, which could harm our liquidity and our ability to fund and expand our business.
  • We must remit offering proceeds to China in a future securities issuance before they may be used to benefit our business in China, the process of which may be time-consuming, and we cannot assure that we can complete all necessary governmental registration processes in a timely manner.
  • A failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law.
  • We may be subject to fine due to our insufficient payment of the social insurance and housing fund of the employees.
  • You may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we conduct part of our operations in China and part of our officers and directors reside in China.
  • You may experience difficulties in protecting your rights through the United States courts.
  • Increases in labor costs in the PRC may adversely affect our business and our profitability.
  • Our auditor is headquartered in Singapore and is subject to inspection by the PCAOB on a regular basis. To the extent that our independent registered public accounting firm’s audit documentation related to their audit reports for our company become located in China, the PCAOB may not be able inspect such audit documentation and, as such, you may be deprived of the benefits of such inspection and our Common Stock could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign Companies Accountable Act.
  • In light of recent events indicating greater oversight by the CAC over data security, we may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material adverse effect on our business and our securities.
  • Compliance with China’s new Data Security Law, Measures on Cybersecurity Review (revised draft for public consultation), Personal Information Protection Law (second draft for consultation), regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect our business.
  • Failure to comply with the Foreign Corrupt Practices Act could adversely affect our business.
  • The market price of our stock may be volatile, and you could lose all or part of your investment.
  • Despite our listing on the Nasdaq Capital Market, there can be no assurance that an active trading market for our Common Stock will be sustained.
  • The Nasdaq Capital Market may subsequently delist our securities if we fail to comply with ongoing listing standards.
  • We have broad discretion in the use of the net proceeds from our recent offering and may not use them effectively, which could affect our results of operations and cause our stock price to decline.
  • We incur significant costs as a result of operating as a public company, and our management must devote substantial time to compliance initiatives as a result of the listing of our Common Stock on the Nasdaq Capital Market.
  • We expect to incur significant costs and devote substantial management time to maintaining our disclosure controls and procedures and internal control over financial reporting, and regardless we may be unable to prevent or detect all errors or acts of fraud or to accurately and timely report our financial results or file our periodic reports in a timely manner.
  • If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, timely file our periodic reports, maintain our reporting status or prevent fraud.
  • Anti-takeover provisions in our third amended and restated bylaws and Nevada law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our securities.
  • If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Common Stock, the price of our Common Stock could decline.
  • We may be subject to securities litigation, which is expensive and could divert management attention.
  • We have never paid dividends on our capital stock and we do not anticipate paying any dividends in the foreseeable future. Consequently, any profits from an investment in our Common Stock will depend on whether the price of our Common Stock increases.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Legal proceedings

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 S-1 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. As of September 30, 2025, discovery in the case is ongoing, and no trial date has been set.

The opening of Item 3, Legal Proceedings.4

Sources

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