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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): August 1, 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
(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
8.01 Other Events
On
August 1, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan”), CIMG Inc.’s (the “Company”) wholly-owned
subsidiary, entered into a Business Cooperation Intent Agreement (the “Agreement”) with Shenzhen Zhimeng Qiyang Technology
Co., Ltd. (“Shenzhen”). Pursuant to the Agreement, certain shareholders of Shenzhen intend to transfer an aggregate of 51%
of their equity interest in Shenzhen to Zhongyan (the “Transfer”) at a total company valuation of RMB13,000,000. The parties
to the Agreement plan to consummate the Transfer within 15 calendar days from the date of the Agreement.
Upon
the date of signing, both parties agreed that Mr. Li Shengqing shall be appointed as Chief Executive Officer of Shenzhen, continuing
to oversee Shenzhen’s daily operations. Upon completion of the Transfer, Shenzhen’s employees shall be integrated into the
Company’s corporate group. Additionally, the parties agree to establish a decision-making committee, which shall unanimously approve
any Shenzhen’s transaction
exceeding RMB200,000. The committee shall comprise three members: Ms. Yanli Hou nominated by Zhongyan, Mr. Li Shengqing, and Mr. Yang
Min nominated by Shenzhen.
Furthermore,
the parties propose that CIMG grant incentive shares to Shenzhen’s employees based on Shenzhen’s sales performance following
the completion of the Transfer, with the specific performance criteria and the terms of such incentive share grants to be determined
through future agreements.
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:
August 26, 2025 |
By: |
/s/ Jianshuang
Wang |
| |
Name: |
Jianshuang Wang |
| |
Title: |
Chief Executive Officer |
