Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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CIMG Inc. (Name of Issuer) |
Common Stock, Par Value $0.00001 Per Share (Title of Class of Securities) |
67073S307 (CUSIP Number) |
Dixon Perez Dai Unit 2111 Cityland Herrera Tower, 98 VA Rufino Street Makati City, R6, 1227 63 9065 196 304 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 67073S307 |
| 1 |
Name of reporting person
Dixon Perez Dai | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PHILIPPINES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,715,473.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Note to Rows 7-11: Dixon Perez Dai, through his 100% ownership of Joyer Tech And Information OPC, beneficially owns 24,715,473 shares of common stock, consisting of (i) 115,473 shares of common stock directly held and were acquired pursuant that certain Securities Purchase Agreement, dated June 4, 2024 between the Issuer and certain investors, and (ii) 24,600,000 shares of common stock directly held and were acquired pursuant that certain Securities Purchase Agreement, dated August 25, 2025 between the Issuer and certain investors. (2) Note to Row 13: This percentage is calculated based upon (i) 188,180,751 shares of common stock issued and outstanding as of September 17, 2025, as reported in the Issuer's 10-Q filed with the SEC on September 24, 2025, and (ii) 24,715,473 shares of common stock directly held by Joyer Tech And Information OPC.
SCHEDULE 13D
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| CUSIP No. | 67073S307 |
| 1 |
Name of reporting person
Joyer Tech And Information OPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PHILIPPINES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,715,473.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Note to Rows 7-11: Dixon Perez Dai, through his 100% ownership of Joyer Tech And Information OPC, beneficially owns 24,715,473 shares of common stock, consisting of (i) 115,473 shares of common stock directly held and were acquired pursuant that certain Securities Purchase Agreement, dated June 4, 2024 between the Issuer and certain investors, and (ii) 24,600,000 shares of common stock directly held and were acquired pursuant that certain Securities Purchase Agreement, dated August 25, 2025 between the Issuer and certain investors. (2) Note to Row 13: This percentage is calculated based upon (i) 188,180,751 shares of common stock issued and outstanding as of September 17, 2025, as reported in the Issuer's 10-Q filed with the SEC on September 24, 2025, and (ii) 24,715,473 shares of common stock directly held by Joyer Tech And Information OPC.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.00001 Per Share |
| (b) | Name of Issuer:
CIMG Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Room R2, FTY D, 16/F, Kin Ga Industrial, 9 SAN ON STREET, TUEN MUN, HONG KONG,
HONG KONG
, 000000. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by (i) Dixon Perez Dai, as 100% owner of Joyer Tech And Information OPC; and (ii) Joyer Tech And Information OPC, with respect to the shares of Common Stock directly and beneficially owned by it. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons". Each of the Reporting Persons is a party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | Dixon Perez Dai: Unit 2111 Cityland Herrera Tower 98 VA Rufino Street Makati City Philippines 1227. Joyer Tech And Information OPC: Unit 2111 Cityland Herrera Tower 98 VA Rufino Street Makati City Philippines 1227. |
| (c) | Dixon Perez Dai is 100% owner of Joyer Tech And Information OPC. Joyer Tech And Information OPC is a holding company. |
| (d) | During the last five years, none of the Reporting Persons nor any director or executive officer of the Reporting Persons have been convicted in a criminal proceeding. |
| (e) | During the last five years, none of the Reporting Persons nor any director or executive officer of Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Dixon Perez Dai: Philippines Joyer Tech And Information OPC: Philippines |
| Item 3. | Source and Amount of Funds or Other Consideration |
Pursuant to that certain Securities Purchase Agreement dated June 4, 2024 (the "June 2024 Purchase Agreement") between the Issuer and certain investors, on June 7, 2024, Joyer Tech And Information OPC acquired 115,473 shares of common stock of the Issuer for an aggregate consideration of $200,000 and paid its portion of the purchase price from its own working capital. No part of the consideration was borrowed. Pursuant to that certain Securities Purchase Agreement dated August 25, 2025 (the "August 2025 Purchase Agreement") between the Issuer and certain investors, on September 2, 2025, Joyer Tech And Information OPC acquired 24,600,000 shares of common stock of the Issuer for an aggregate consideration of 110,000 bitcoin (BTC) and paid its portion of the purchase price from its own working capital. No part of the consideration was borrowed. | |
| Item 4. | Purpose of Transaction |
The purpose of the acquisitions was to make a financial investment in the Issuer. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Common Stock or other financial instruments related to the Issuer or the Common Stock or selling some or all of the Common Stock, engaging in hedging or similar transactions involving securities relating to the Issuer or the Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in subsections (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each of the Reporting Persons with respect to Rows 11 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock are incorporated herein by reference. The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which such Reporting Persons have sole or shared power to vote, or to direct the vote, and sole or shared power to dispose of, or to direct the disposition, are incorporated herein by reference. |
| (b) | See (a). |
| (c) | Except as reported in Item 3 above, the Reporting Persons have not affected any transactions in the shares of Common Stock in the sixty days prior to the date hereof. |
| (d) | The information in Item 2 is incorporated by reference into this Item 5(d). |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Persons' responses to Items 3 - 5 are incorporated by reference into this Item 6. On June 4, 2024, in connection with the June 2024 Purchase Agreement, the Issuer entered into a Registration Rights Agreement with Joyer Tech And Information OPC (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement the Issuer shall prepare and, as soon as practicable, but in no event later than June 13, 2024, file with the SEC an initial Registration Statement on Form S-1 covering the resale of all of the registrable securities. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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