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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 8, 2026
CIMG
Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-39338 |
|
38-3849791 |
(State
or other jurisdiction
of
incorporation or organization |
|
(Commission
File
#) |
|
(IRS
Employer
Identification
No.) |
Room
R2, FTY D, 16/F, Kin Ga Industrial Building,
9
San On Street, Tuen Mun, Hong Kong 000
(Address
of principal executive offices)
+
852 70106695
(Registrant’s
telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.00001 par value |
|
CIMG |
|
OTCID |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation
of Changzheng Ye
On
September 8, 2026, Changzheng Ye resigned from the board of directors (the “Board”) of CIMG Inc. (the “Company”)
and from all committees of the Board on which he served, effective immediately. Mr. Ye advised the Company that his resignation
was for personal reasons and was not the result of any disagreement with the Company on any matter related to the operations, policies,
or practices of the Company.
Appointment
of Dongwei Li
On
September 10, 2026, the Board appointed Dongwei Li as an independent director of the Company, effective September 11, 2026, to fill the
vacancy created by Mr. Ye’s resignation. In connection with his appointment, Mr. Li was appointed to serve as a member and Chair
of the Audit Committee of the Board, effective September 11, 2026.
Mr.
Li, 35, has served as Co-Founder of Zeen Tendering and Procurement (Guangdong) Co., Ltd. since January 2021, where he participates
in strategic planning, business development and daily operations. From January 2015 to December 2020, Mr. Li served as Director of
Major Projects at Shenzhen Pagoda Industrial (Group) Corporation Limited, where he was responsible for the planning, advancement and
overall management of major investment and construction projects. Mr. Li received a Bachelor of Science degree in Computer Science
and Technology from Zhengzhou University in 2009. We believe that Mr. Li is qualified to serve on the Board because of his expertise
in strategic planning and corporate management.
There
are no arrangements or understandings between Mr. Li and any other person pursuant to which he was selected as a director of the Company.
There are no transactions involving Mr. Li that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In
connection with his appointment, the Company entered into a director offer letter and an indemnification agreement with Mr. Li, each
dated September 11, 2026. Pursuant to the director offer letter, Mr. Li will receive cash compensation in the amount of $25,000
per year for his service as a director. The foregoing descriptions of the director offer letter and indemnification agreement do not
purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Director Offer Letter, dated September 11, 2026, between CIMG Inc. and Dongwei Li |
| 10.2 |
|
Indemnification Agreement, dated September 11, 2026, between CIMG Inc. and Dongwei Li |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
CIMG
Inc. |
| |
|
|
| Dated:
September 14, 2026 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang
Wang |
| |
Title: |
Chief
Executive Officer |
