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2025-08-08
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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 8, 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. ☐
3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 20, 2025, CIMG Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Staff
of the Nasdaq Stock Market LLC (the “Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1)
(the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2025.
The
Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
The Company per the delinquency notification letter must submit the number of shares issued and outstanding at the end of each quarter
to the Nasdaq Listing Center. Additionally the Company must submit additional information regarding this deficiency to the Nasdaq Hearings
Panel, in writing no later than August 27, 2025. The deficiency notice has no immediate effect on the listing or trading of the Company’s
common stock on The Nasdaq Capital Market.
The
Company intends to file its Form 10-Q for the quarterly period ended June 30, 2025 as soon as possible.
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: August 21, 2025 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang Wang |
| |
Title: |
Chief Executive Officer |
