CIMG faces Nasdaq delisting over late 10-K

CIMG Inc. reported that Nasdaq is considering an additional basis to delist its common stock because the company has not timely filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CIMG Inc. reported that Nasdaq is considering an additional basis to delist its common stock because the company has not timely filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Nasdaq’s Hearings Panel had already placed the company under a Mandatory Panel Monitor on December 4, 2025, which runs until November 14, 2026 and requires a delisting determination if the company fails to maintain compliance during this period.

The new Nasdaq letter does not immediately affect the listing or trading of CIMG’s shares on The Nasdaq Capital Market, but it highlights the risk that the securities may ultimately be delisted if the filing and related compliance issues are not resolved.

Positive

None.

Negative

Additional delisting basis tied to late 10-K: Nasdaq’s Hearings Panel will treat CIMG’s failure to timely file its Form 10-K for the year ended September 30, 2025 as a new basis for potential delisting during the monitoring period.
Heightened oversight under Mandatory Panel Monitor: CIMG remains under a Mandatory Panel Monitor until November 14, 2026, which requires Nasdaq staff to issue a delisting determination if listing compliance is not maintained.

Insights

Nasdaq cites late 10-K as a fresh delisting trigger for CIMG.

CIMG Inc. has received notice that Nasdaq’s Hearings Panel will treat the company’s failure to timely file its Form 10-K for the year ended September 30, 2025 as an additional basis for potential delisting. This comes while the company is already subject to a Mandatory Panel Monitor through November 14, 2026.

Under this monitoring framework, Nasdaq staff is required to issue a delisting determination if CIMG fails to maintain compliance during the period. The late 10-K therefore directly interacts with a heightened oversight regime rather than routine deficiency handling, increasing the formality of the delisting pathway.

The company states that the Nasdaq letter does not immediately affect the listing or trading of its common stock on The Nasdaq Capital Market. Future developments will depend on completion of the financial reporting and audit process and the Nasdaq Panel’s subsequent decisions as those filings are made.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq cite CIMG Inc. (IMG) for a potential delisting?

Nasdaq cited CIMG because the company failed to timely file its Form 10-K for the fiscal year ended September 30, 2025. This late filing is an additional basis for potential delisting during an already active Mandatory Panel Monitor period.

What is the Mandatory Panel Monitor affecting CIMG Inc. (IMG)?

The Mandatory Panel Monitor, imposed on December 4, 2025, places CIMG under Nasdaq oversight until November 14, 2026. During this time, Nasdaq staff must issue a delisting determination if CIMG fails to maintain continued listing compliance.

Does the Nasdaq notice immediately affect trading in CIMG Inc. (IMG) stock?

The company states the Nasdaq letter does not immediately impact the listing or trading of CIMG’s common stock on The Nasdaq Capital Market. However, it underscores increased delisting risk if compliance issues are not resolved.

Which specific rule is CIMG Inc. (IMG) currently not complying with?

CIMG is not in compliance with Nasdaq Listing Rule 5250(c)(1), which concerns timely filing of required periodic reports. The company’s failure to file its Annual Report on Form 10-K for the year ended September 30, 2025 triggered this deficiency.

How is CIMG Inc. (IMG) communicating the Nasdaq delisting risk to investors?

CIMG issued a press release on January 28, 2026 describing receipt of the Nasdaq letter. That release is furnished as Exhibit 99.1, and the company notes the information is furnished, not filed, under securities laws.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/28/2026 - 04:10 PM

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

Source: View Original Filing on SEC EDGAR

CIMG faces Nasdaq delisting over late 10-K