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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): February 18, 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
(Address
of principal executive offices) 0000
+
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
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Former Independent Registered Public Accounting Firm
On
February 18, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of CIMG Inc.(the “Company”)
approved the dismissal of Assentsure PAC (“Assentsure”) as the Company’s independent registered public
accounting firm, effective as of such date.
The
reports of Assentsure on the Company’s consolidated financial statements for the fiscal years ended September 30, 2025 and September
30, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope,
or accounting principles.
During
the Company’s fiscal years ended September 30, 2025 and September 30, 2024, and the subsequent interim period through the date
of dismissal, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the
Company and Assentsure on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Assentsure, would have caused Assentsure to make reference thereto in its
reports on the Company’s financial statements.
During
the Company’s fiscal years ended September 30, 2025 and September 30, 2024, and the subsequent interim period through the date
of dismissal, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided Assentsure with a copy of the foregoing disclosures and has requested that Assentsure furnish a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Assentsure’s letter,
dated February 19, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm
On
February 18, 2026, the Audit Committee approved the engagement of ST & Partners PLT (“ST & Partners”)
as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
ST
& Partners has been engaged to audit the Company’s consolidated financial statements for the fiscal year ending September 30,
2026 and to review the Company’s interim financial statements for the quarterly periods ending December 31, 2025, March 31, 2026,
and June 30, 2026.
During
the Company’s fiscal years ended September 30, 2025 and September 30, 2024, and the subsequent interim period through the Company’s
appointment of ST & Partners, neither the Company nor anyone acting on its behalf consulted with ST & Partners regarding: (i)
the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company
that ST & Partners concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter to the Securities and Exchange Commission from Assentsure PAC. |
| 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: February 19, 2026 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang Wang |
| |
Title: |
Chief Executive Officer |
