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.

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.