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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): January 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.) |
00000
Room
R2, FTY D, 16/F, Kin Ga Industrial Building,
9
San On Street, Tuen Mun, Hong
Kong
(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 22, 2026, CIMG Inc. (the “Company”)
received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”)
will consider an additional basis for the potential delisting of the Company’s securities from The Nasdaq Capital Market during
the its panel monitor period because the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company’s
failure to timely file its Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
In a decision letter dated December 4, 2025, the
Panel imposed a Mandatory Panel Monitor with respect to the Company pursuant to Nasdaq Listing Rule 5815(d)(4)(B), which requires Nasdaq
Staff to issue a delisting determination if the Company fails to maintain compliance during the monitoring period. The Mandatory Panel
Monitor will remain in effect until November 14, 2026.
The
Nasdaq letter does not immediately impact the listing or trading of the Company’s common stock on The Nasdaq Capital Market.
Item
7.01 Regulation FD Disclosure.
On
January 28, 2026, the Company issued a press release announcing its receipt of the letter from Nasdaq. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information set forth in this Item 7.01 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed”
for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except
in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates
it by specific reference in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality
of any such information.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the Company’s plans and expectations relating to the filing of its Annual Report on Form 10-K,
its efforts to regain and maintain compliance with Nasdaq listing requirements, and the outcome of the Nasdaq Hearings Panel review.
These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that
could cause actual results to differ materially, including, without limitation, risks related to the completion and timing of the Company’s
financial reporting and audit process, the possibility that the Company may not regain or maintain compliance with Nasdaq listing requirements,
and the risk that the Panel may determine to delist the Company’s securities. Additional risks are described in the Company’s
filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except
as required by law.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release Announces Receipt of Additional Delisting Determination Letter from Nasdaq. |
| 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:
January 28, 2026 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang
Wang |
| |
Title: |
Chief
Executive Officer |
