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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): June 22, 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
No.) |
|
(IRS
Employer
Identification
No.) |
Room
R2, FTY D, 16/F, Kin Ga Industrial Building,
9
San On Street, Tuen
Mun, Hong
Kong 0000
(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 |
|
IMG |
|
The
Nasdaq Stock Market LLC |
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
7.01 Regulation FD Disclosure.
On
June 22, 2026, CIMG Inc. (the “Company”) issued a press release (the “Press Release”) announcing
that Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan Shangyue”), a wholly-owned subsidiary of the Company, entered
into a framework contract with Zhongshishun Technology (Beijing) Co., Ltd. (“Zhongshishun”) in connection with the
proposed construction and operation of a computing power center project of Zhongshishun to be located in Beijing, China.
The
framework contract sets forth a general cooperation framework for the proposed project. The implementation of the proposed project, including
the scope, timing, equipment procurement, delivery, payment and other commercial arrangements, is subject to further arrangements, purchase
orders, work orders, definitive agreements and/or satisfaction of other conditions, as applicable. There can be no assurance that the
proposed project will be implemented in whole or in part, or that the Company will realize the full potential contract value described
in the Press Release. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, nor shall such information
be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
The
Press Release, dated June 22, 2026 |
| 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:
|
June
22, 2026 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang
Wang |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
CIMG
Inc. Entered Framework Contract for Computing Power Services With Contract Value of Up To USD 442 Million
HONG
KONG, June 22, 2026 — CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG; OTCID: CIMG), 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 Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan
Shangyue”) entered into a framework contract (the “Framework Contract”) for the construction and operation of a computing
power center with Zhongshishun Technology (Beijing) Co., Ltd. (“Zhongshishun”). Under the Framework Contract, Zhongyan Shangyue
will act as the general contracting service provider, delivering full-range services, including comprehensive equipment supplies, computer
room construction, system deployment and commissioning, as well as post-operation and a fixed period of maintenance for the computing
power center project of Zhongshishun, to be located in Beijing, China.
The
total contract value stands at up to approximately USD 442 million, inclusive of tax, with a contract period of two years.
Hardware
procured for this project will cover certain cutting-edge mainstream computing power equipment in the industry, such as NVIDIA H100 and
H200 series GPU servers, Inspur’s full lineup of high-performance servers, high-end core switches and high-speed network devices.
Zhongyan Shangyue also plans to deliver full-scale services, such as basic software deployment and commissioning, with the goal to ensure
high performance and high stability of the computing power center.
All
products are manufactured in strict compliance with industrial standards to sustain the long-term and stable performance of the computing
power center.
Pursuant
to the Framework Contract, Zhongyan Shangyue will strictly abide by industrial technical standards in equipment delivery, installation
and commissioning, multi-phase acceptance inspections and full life-cycle maintenance services. In addition, Zhongyan Shangyue intends
to establish a comprehensive delivery and service system to ensure smooth project implementation and long-term efficient operations of
the data center for Zhongshishun. For clarification purposes, the Framework Contract sets forth a general cooperation framework for the
proposed project, the implementation of which, including the scope, timing, equipment procurement, delivery, payment and other commercial
arrangements, is subject to further arrangements, purchase orders, work orders, definitive agreements and/or satisfaction of other conditions,
as applicable. There can be no assurance that the proposed project will be implemented in whole or in part, or that the Company will
realize the full potential contract value described in this press release.
Alice
Wang, Chairman and CEO of CIMG, stated: “As the core foundation of the digital economy and artificial intelligence industry, the
computing power sector boasts vast market potential and robust growth momentum. The execution of this large-scale order will not only
generate steady and sustainable revenue for and increase profitability of the Company, but also further diversify our lines of business,
effectively hedging cyclical risks from being in a single industry and building up the corporate resilience against certain industry-specific
risks.”
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 supply and sales
contracts, 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, risks associated with digital asset markets, evolving regulatory
frameworks, and emerging AI-related technologies, 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.
For
more information, please contact:
CIMG
Inc.
+
852 70106695
http://www.ccmg.tech
ir@ccmg.tech
