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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
19, 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 0000
(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 17, 2025, the Company issued a press release announcing that the Company intends to collaborate with iZUMi Finance to
launch Upstarts Fund (the “Fund”), an on-chain Crypto fund designed to enable corporates to deploy capital into digital assets
through a regulated and transparent framework. The Company and iZUMi Finance will jointly commit $20 million into the Fund, marking a
milestone in bridging corporate capital with the digital asset economy. 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
8.01. Other Events.
On
September 16, 2025, the Company entered into a non-binding Memorandum of Understanding (the “MOU”) to collaborate with iZUMi
Finance to launch Upstarts Fund (the “Fund”), an on-chain Crypto fund designed to enable corporates to deploy capital into
digital assets through a regulated and transparent framework. The Company and iZUMi Finance will jointly commit $20 million into the
Fund, marking a milestone in bridging corporate capital with the digital asset economy.
Completion
of the transaction is subject to, among other matters, the satisfactory completion of due diligence, the negotiation of definitive transaction
documentation, and satisfaction of customary closing conditions Accordingly, there can be no assurance that the Definitive Agreement
will be entered into or that the proposed transaction will be consummated.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s
control. Such statements include, but not are not limited to, statements regarding the ability to sign the Definitive Agreement or complete
the transaction contemplated by the MOU. The Company cautions that the forward-looking information presented in this Current Report is
not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward-looking
information contained in this Current Report. In addition, forward-looking statements generally can be identified by the use of forward-looking
terminology such as “may,” “plan,” “will,” “expect,” “intend,” “estimate,”
“anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology.
A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking
statements, including risks and uncertainties associated with market conditions and those risk factors set forth in the Company’s
filings with the SEC, including the most recent Annual Report on Form 10-K. Any forward-looking information presented herein is made
only as of the date of this Current Report, and the Company does not undertake any obligation to update or revise any forward-looking
information to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.
Item
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release announcing CIMG Inc. Launches $20 Million Upstarts Fund with iZUMi Finance. |
| 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:
September 19, 2025 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang
Wang |
| |
Title: |
Chief
Executive Officer |
