CIMG Inc. (NASDAQ: NUZE) gains conditional Nasdaq listing with 2025 deadline

Rhea-AI Filing Summary

CIMG Inc. reports that a Nasdaq Hearings Panel has granted its request to continue listing its common stock on The Nasdaq Stock Market, subject to specific conditions. The company must regain compliance with Nasdaq’s Periodic Filing Rule and demonstrate compliance with the Equity Rule by September 30, 2025. During this exception period, CIMG must promptly report any significant events that could affect its compliance with Nasdaq requirements. The Letter also notes that Nasdaq’s Listing and Hearing Review Council may review the Panel’s decision within 45 calendar days and may affirm, modify, reverse, dismiss, or remand the decision.

Positive

• None.

Negative

• Nasdaq listing at risk if conditions missed: CIMG must regain compliance with the Periodic Filing Rule and demonstrate compliance with the Equity Rule by September 30, 2025 to avoid potential delisting review.

Insights

Equity listings and regulatory compliance analyst

CIMG keeps Nasdaq listing for now but faces hard compliance deadlines.

The Panel’s decision allows CIMG Inc. to retain its Nasdaq listing, but only if it cures key deficiencies. The company must regain compliance with the Periodic Filing Rule and demonstrate compliance with the Equity Rule by September 30, 2025. These conditions reflect concerns previously raised around its bid price, timely SEC filings, and minimum equity levels.

The exception period comes with tighter oversight, requiring prompt updates on any significant events affecting compliance with Nasdaq requirements. The Letter also explains that the Nasdaq Listing and Hearing Review Council can, within 45 calendar days of the written decision, affirm, modify, reverse, dismiss, or remand the Panel’s decision, adding another layer of uncertainty.

Forward-looking language in the disclosure underscores that there is no assurance CIMG will regain or maintain compliance or obtain further relief from delisting. Future company disclosures will clarify whether the capital-raising initiatives and revenue contracts described to the Panel are sufficient to meet the equity and filing requirements by the stated deadline.

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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 2, 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

On September 2, 2025, CIMG Inc., a Nevada corporation (the “Company”) received written notification (the “Letter”) from the Nasdaq Hearings Panel (the “Panel”) notifying the Company of its decision to grant the Company’s request to continue its listing on The Nasdaq Stock Market (“Nasdaq”) subject to the Company’s meeting certain conditions outlined in the letter.

As the Company has previously reported, the Company had participated in its Hearing with the Nasdaq Panel on August 14, 2025, in relation to its of Listing Rules 5550(a)(2), 5250(c)(1) and 5550(b)(1) (the “Bid Price Rule,” the “Periodic Filing Rule,” and the “Equity Rule,” respectively, and collectively the “Rules”).

In the letter, the Hearings Advisor noted that in making its decision, the Panel considered the entire record, which was incorporated by reference into the Panel’s decision. Background information about the Company, including its business description, financial information, market data and compliance history, had been presented to the Panel.

In the Letter, the Hearings Advisor reviewed the information presented to the Panel by the Company, detailing the compliance plan proposed by the Company. The Letter discussed the Company’s compliance plan, which entailed current and future capital raises and new revenue raising contracts.

Panel Conclusions

The Letter stated that based on the information presented, the Panel had decided to grant the Company’s request for an continued listing, subject to the following: to regain compliance with the Periodic Filing Rule by September 30, 2025 and to demonstrate compliance with the Equity Rule by September 30, 2025. It is a requirement during the exception period that the Company provide prompt notification of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements.

The Letter noted that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. The Letter continued that if the Listing Council determines to review the decision set forth in the Letter, the Listing Council may affirm, modify, reverse, dismiss or remand the decision to the Panel, and that the Company would be notified immediately in the event the Listing Council determines that this matter will be called for review.

Forward-Looking Statements

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance, that the Company will regain compliance with the Listing Rule during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

(d) Exhibits.

Exhibit No.		Description
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 4, 2025	By:	/s/ Jianshuang Wang
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer

FAQ

What did CIMG Inc. (NUZE) announce about its Nasdaq listing status?

CIMG Inc. disclosed that a Nasdaq Hearings Panel granted its request to continue listing on The Nasdaq Stock Market, but only if it meets specified compliance conditions set out in a written Letter.

What conditions must CIMG Inc. (NUZE) meet to remain listed on Nasdaq?

The company must regain compliance with the Periodic Filing Rule and demonstrate compliance with the Equity Rule by September 30, 2025, while promptly reporting any significant events affecting its compliance.

Which Nasdaq rules are referenced in CIMG Inc.’s update?

The disclosure references Listing Rules 5550(a)(2) (Bid Price Rule), 5250(c)(1) (Periodic Filing Rule), and 5550(b)(1) (Equity Rule), with current conditions focused on the Periodic Filing Rule and Equity Rule.

Can the Nasdaq Listing and Hearing Review Council change the Panel’s decision for CIMG Inc. (NUZE)?

Yes. The Letter states the Listing Council may, on its own motion, review the Panel’s decision within 45 calendar days, and may affirm, modify, reverse, dismiss, or remand that decision.

What risks does CIMG Inc. (NUZE) highlight regarding its Nasdaq compliance plan?

The company cautions there is no assurance Nasdaq will accept its plan, that it will regain compliance with the Listing Rules during any compliance period or in the future, or that Nasdaq will grant any needed relief from delisting.

How does CIMG Inc. (NUZE) describe the role of capital raises in its Nasdaq compliance efforts?

The Letter’s summary notes that CIMG presented a compliance plan to the Panel that includes current and future capital raises and new revenue-raising contracts as part of its strategy to meet Nasdaq requirements.