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2025-11-12
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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): November 12, 2025
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
00000
(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
8.01 Other Events.
Affirmation
of Compliance with Nasdaq Shareholders Equity Requirement
As
set forth in the pro forma balance sheet attached hereto as Exhibit 99.1, as a result of the below-described transactions, CIMG Inc.
(the “Company”) hereby affirms that as of the date of this filing, its shareholders’ equity is approximately
$49.52 million. Therefore, the Company believes that it has achieved compliance with, and it furthermore expects to comply on a long-term
basis with, the Equity Requirement under Nasdaq Listing 5550(b)(1) (as defined and described below). The Company awaits Nasdaq’s
confirmation that the Company has successfully evidenced that compliance.
Following
a hearing held on August 14, 2025, the Nasdaq Hearings Panel issued a decision on September 2, 2025, granting the Company’s request
to continue listing on The Nasdaq Stock Market, subject to the Company’s timely satisfaction of specified conditions, including
(i) filing all required periodic reports and (ii) demonstrating compliance with the Nasdaq Listing Rule 5550(b)(1) (the “Equity
Requirement”), to be affirmed in a report to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) on or before September 30, 2025.
In
its effort to regain compliance with the Equity Requirement and subsequent to the quarter ended June 30, 2025 and through September 30,
2025, the Company completed the following unregistered issuances of equity securities, which collectively increased shareholders’
equity to approximately US $49.52 million:
| |
● |
On
August 21, 2025, the Company entered into a Convertible Note Purchase Agreement with certain non-U.S. investors for an aggregate
principal amount of US $4,000,000. The notes bear interest at 7% per annum, mature on August 31, 2026, and are convertible into shares
of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) at US $0.24 per share.
Holders converted their notes in full, and the Company issued an aggregate 8,333,333 shares of Common Stock on September 9, 2025
(the remaining conversion of 8,333,333 shares of Common Stock occurred in October 2025, as described below); and |
| |
|
|
| |
● |
On
September 2, 2025, the Company closed a private offering of 220,000,000 shares of Common Stock to non-U.S. investors under a Securities
Purchase Agreement dated August 25, 2025, for aggregate cash consideration of US $55 million (at US $0.25 per share). Of these shares,
148,100,000 shares of Common Stock were issued upon closing (the remaining issuances of 71,900,000 shares of Common Stock
occurred in October 2025, as described below). |
Subsequent
Events After September 30, 2025 (Not Reflected in September 30, 2025 Balance Sheet)
After
September 30, 2025, the Company completed additional equity issuances, including (i) the remaining 71,900,000 shares of Common Stock
issued on October 29, 2025, pursuant to the Securities Purchase Agreement dated August 25, 2025, (ii) the remaining US $4 million
note conversions, pursuant to which the Company issued 8,333,333 shares of Common Stock on October 30, 2025 and (iii) the full
exercise of outstanding warrants on October 22, 2025, pursuant to which the Company issued 25,641,023 shares of Common Stock on October
30, 2025, generating gross proceeds of approximately US $10 million. These transactions are not reflected in the September 30, 2025 balance-sheet
amounts but are disclosed herein as subsequent events.
The
Company believes that the equity transactions completed through September 30, 2025 demonstrate compliance with the Equity Requirement
and that subsequent events further strengthen its capital position and support continued listing on The Nasdaq Capital Market.
Forward-Looking
Statements
This
Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company. These
forward-looking statements generally are identified by words such as “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and
uncertainties that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised
in relying on forward-looking statements, which speak only as of the date they were made. Given these risks and uncertainties, you are
cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other
important factors, any of which could cause the Company’s actual results to differ from those contained in the forward-looking
statements, please see the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended
September 30, 2024, filed with the SEC on July 30, 2025, as updated by the Company’s subsequent reports and filings with the SEC,
both under the Exchange Act and the Securities Act of 1933, as amended. All information in this Current Report on Form 8-K is provided
as of the date of the filing hereof, and the Company undertakes no duty to update this information or to publicly announce the results
of any revisions to any of such statements to reflect future events or developments, except as required by law.
Item
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Pro forma unaudited balance sheet of CIMG Inc. as of September 30, 2025 |
| 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: November 12, 2025 |
By: |
/s/ Jianshuang
Wang |
| |
Name: |
Jianshuang Wang |
| |
Title: |
Chief Executive Officer |
