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2026-02-10
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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 10, 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)00000
+
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
February 10, 2026, CIMG Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Hearings office confirming
that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Requirement. The Company remains
subject to a Hearing Panel exception to demonstrate compliance with Nasdaq Listing Rule 5250(c)(1), the Periodic Filing Requirement.
On February 13, 2026, the Company filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2025 with the U.S. Securities
and Exchange Commission.
In
addition, pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Company will be subject to a discretionary panel monitor for a period of
one year from February 10, 2026. If, within that one-year monitoring period, the Nasdaq staff (the “Staff”) finds the Company
again out of compliance with any Nasdaq listing rule, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the
Staff with a plan of compliance with respect to that deficiency and the Staff will not be permitted to grant additional time for the
Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period
pursuant to Rule 5810(c)(3). Instead, the Staff will issue a delisting determination letter, and the Company will have an opportunity
to request a new hearing before the initial Hearing Panel or a newly convened Hearings Panel, as applicable.
Item
7.01 Regulation FD Disclosure
On
February 18, 2026, the Company issued a press release announcing its financial results for the fiscal year ended September 30, 2025.
The press release contains information about the Company’s view of its future expectations, plans and prospects that constitute
forward-looking statements. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated February 18, 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:
February 18, 2026 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang
Wang |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
CIMG
Inc. Reports Fiscal Year 2025 Financial Results
HONG
KONG, Feb. 18, 2026 /PRNewswire/ — CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG), 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 reports its financial results for the fiscal year ended September 30, 2025,
as reported in the Company’s audited consolidated financial statements. The report showed that the Company achieved significant
revenue growth and a continued reduction in net loss in 2025.
Fiscal
Year 2025 Financial Results
| ● | Driven
by new computing power service contracts and digital health business, the Company recorded
revenue of approximately $10.3 million in 2025, representing a year-on-year increase of approximately
433%. |
| ● | Benefiting
from business transformation, restructuring, and lower operating expenses, the Company’s
net loss decreased by approximately 45.5% year-on-year, reflecting improved operational efficiency
and cost optimization. |
| ● | As
of September 30, 2025, the Company held approximately 500 Bitcoins with a total value of
approximately $57.05 million, based on Bitcoin market prices as of that date. Primarily supported
by its digital asset reserves, the Company’s total assets increased by approximately
1,227% year-on-year. |
| ● | For
the fiscal year ended September 30, 2025, the book value per share was approximately $2.99,
based on the number of the Company’s shares outstanding as of that date. |
| ● | The
Company completed transactions related to high-performance computing servers through its
subsidiary, further strengthening its hardware and cloud computing service capabilities. |
Alice
Wang, Chairman and CEO of CIMG, commented:”2025 was a pivotal year for the Company to achieve strategic transformation and performance
breakthroughs. During the reporting period, we optimized our business structure and fully focused on the two high-growth core sectors:
AI computing infrastructure and digital health. Driven by the launch of new businesses, the progress of major contracts, and refined
management, the Company achieved substantial revenue growth and a significant reduction in net loss, highlighting the effectiveness of
our corporate strategy.”
“Moving
forward, the Company will continue to deepen its layout in the AI computing business, remain committed to its digital assets strategy,
and may increase its Bitcoin holdings from time to time based on market conditions and corporate strategy, so as to strengthen corporate
assets, enhance core competitiveness, and create sustainable value for shareholders, customers and partners,”Alice added.
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 “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “aim,”
“intend,” “plan,” “believe,” “estimate,” “expect,” “project,”
“target,” “may,” “should,” “will,” “future,” “likely,” and similar
references to future periods. These forward-looking statements include, without limitation, statements regarding the Company’s
expected operating results, revenue growth, business strategy, development of its AI computing and digital health businesses, digital
asset strategy, potential future purchases or holdings of Bitcoin or other digital assets, anticipated benefits from computing power
service contracts, liquidity and capital resources, and the Company’s ability to execute its strategic plans.
Forward-looking
statements are based on current expectations and assumptions that are subject to risks and uncertainties, including, but not limited
to, risks related to fluctuations in the market price of Bitcoin and other digital assets; the Company’s ability to execute and
realize the expected benefits of computing power and digital health contracts; the Company’s ability to raise additional capital
if needed; its ability to maintain compliance with Nasdaq listing standards; risks related to doing business in the People’s Republic
of China, including regulatory, legal, and currency transfer risks; general economic and market conditions; competition; and other risks
described in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on
Form 10-K and subsequent filings.
Actual
results may differ materially from those expressed or implied by these forward-looking statements. The Company undertakes no obligation
to update or revise any forward-looking statements contained herein, except as required by applicable law.
SOURCE
CIMG Inc.
