CIMG Inc. (IMG) forms Hong Kong subsidiary Braincoin for computing push

Rhea-AI Filing Summary

CIMG Inc. filed a current report describing the establishment of a new Hong Kong subsidiary called Braincoin Limited. The company states that this subsidiary is intended to help expand its global computing power ecosystem, signaling an organizational step to support its business strategy in that area.

The update is presented through a press release furnished as an exhibit and is classified as a Regulation FD disclosure, meaning it is intended to share information broadly with the market rather than to report a specific financial transaction or detailed results.

8-K Event Classification

2 items: 7.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 30, 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 7.01 Regulation FD Disclosure.

On September 30, 2025, CIMG Inc. (the “Company”) issued a press release announcing the establishment of its Hong Kong subsidiary, Braincoin Limited, to expand its global computing power ecosystem. 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 attached hereto 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.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release announcing CIMG Inc. Establishes Hong Kong Subsidiary Braincoin.
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: October 02, 2025	By:	/s/ Jianshuang Wang
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer

FAQ

What did CIMG Inc. (IMG) announce in this 8-K filing?

CIMG Inc. announced the establishment of a new Hong Kong subsidiary, Braincoin Limited, to support expansion of its global computing power ecosystem.

What is the purpose of CIMG Inc.'s new subsidiary Braincoin Limited?

The filing states that Braincoin Limited was created to help expand CIMG Inc.'s global computing power ecosystem.

Where is CIMG Inc.'s new subsidiary Braincoin Limited based?

Braincoin Limited is described as a Hong Kong subsidiary of CIMG Inc.

How was CIMG Inc.'s Braincoin Limited announcement communicated to investors?

CIMG Inc. communicated the establishment of Braincoin Limited via a press release that is furnished as Exhibit 99.1 to the 8-K.

Does this CIMG Inc. (IMG) 8-K include financial results or transaction details?

The 8-K focuses on the organizational update of forming Braincoin Limited and does not present financial tables or major transaction terms.

Are the statements about CIMG Inc.'s future plans in this 8-K forward-looking?

Yes. The filing notes that the press release contains forward-looking statements about CIMG Inc.'s expectations, plans and prospects.