HONG KONG, Feb. 10, 2026 /PRNewswire/ -- CIMG Inc. ("CIMG" or the "Company") (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technologies and marketing networks to enhance its business partners' sales growth and commercial value, today announced that its wholly owned subsidiary, DZR Tech Limited ("DZR"), entered into a definitive share purchase agreement on February 5, 2026 (the "Agreement") with the sole shareholder of Daren Business Technology Limited ("Daren" or the "Target Company") to acquire 100% of the issued and outstanding equity interests in Daren. The transaction is subject to the completion of customary closing conditions, including the satisfactory completion of due diligence. The Company expects the parties to complete the closing within 30 days following the execution of the Agreement.
Under the Agreement, the aggregate purchase consideration will be paid in the form of shares of the Company held in escrow, with an aggregate value of approximately $40 million. These escrowed shares will be released in four phases over approximately 3.5-year assessment period from April 2026 through September 2029, based on the Target Company's achievement of specified performance targets. The release ratios for each phase are set at 6%, 14%, 28%, and 52%, respectively.
Performance Targets are as follows:
April 1, 2026 - September 30, 2026: the Target Company shall achieve audited revenue of no less than $29 million;
October 1, 2026 - September 30, 2027: the Target Company shall achieve audited revenue of no less than $71 million;
October 1, 2027 - September 30, 2028: the Target Company shall achieve audited revenue of no less than $143 million;
October 1, 2028 - September 30, 2029: the Target Company shall achieve audited revenue of no less than $257 million.
The value and number of escrowed shares subject to release are subject to adjustment in accordance with the terms of the Agreement. If the applicable performance targets are not achieved for any assessment period, the portion of the escrowed shares allocated to such period will be reduced in accordance with the Agreement and the unreleased shares will be canceled. If the cumulative performance targets are exceeded, such excess performance may be applied to offset any shortfalls from prior assessment periods.
Daren is a high-tech enterprise with the core mission of "Empowering life and health through innovation, safeguarding human well-being with technology." It integrates R&D, production, marketing and technical services of biomedicine into a comprehensive whole. Since its incorporation, Daren has focused on biomedicine and has developed capabilities in R&D, quality control and supply chain management. It aims to provide medical products and related solutions to patients in its target markets.
Alice Wang, Chairwoman and Chief Executive Officer of CIMG, stated: "The biopharmaceutical industry is one of the world's fastest-growing core sectors. This acquisition marks a key step in our group's diversification strategy. Moving forward, we will continue to increase investment in this field, leveraging technological integration and model innovation to build a new growth engine for the Company."
About CIMG
CIMG is a business group specializing in digital health and sales development, with a cryptocurrency -focused strategy. The Company leverages AI and cryptocurrencies (such as Bitcoin and stablecoins) to drive business growth, helping clients maximize user growth and enhance brand management value. The Company's current client portfolio includes brands such as Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.
Forward-Looking Statements
This press release contains information about the Company's view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks related to the execution, timing, and realization of the proposed acquisition and related transactions, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. The Company encourages you to review other factors that may affect its future results in its Annual Reports, Quarterly Reports, registration statements, and other filings with the Securities and Exchange Commission.
SOURCE CIMG Inc.
