false
--09-30
0001527613
0001527613
2025-12-02
2025-12-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 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
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 2, 2025, CIMG Inc. (the “Company”) filed a Certificate of Change to the Articles of Incorporation of the
Company with the Secretary of State of the State of Nevada (the “Certificate of Change”) that provides for a 1-for-20 reverse
stock split (the “Split”) of its shares of common stock, par value $0.00001 per share (the “Common Stock”) that
became effective at 12:01 a.m. on December 5, 2025. No fractional shares will be issued in connection with the Split and fractional amounts
will be rounded up to the next highest whole number at the participant level.
As
a result of the Split, the number of issued and outstanding shares of common stock reduced from 309,667,840 shares to approximately 15,483,392
shares, subject to adjustment for rounding.
The
foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the
Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
December 2, 2025, we issued a press release with respect to the Split described herein. 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.
On
December 4, 2025, we issued a press release announcing that the Company has been honored as the “Most Investable Company Award”
at the 10th Zhitong Finance Capital Market Annual Conference and Listed Company Awards Ceremony, held in Shenzhen, China, on December
3, 2025. 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 99.2 to this Current Report on Form 8-K.
The
information in Item 7.01 of this Current Report on Form 8-K (“Form 8-K”), including the information in the press releases
attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that section. Furthermore, the information in Item 7.01 of this Form 8-K, including the information in the press releases attached
as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K, shall not be deemed to be incorporated by reference in the
filings of the Company under the Securities Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Change Pursuant to NRS 78.209 of CIMG Inc. filed on December 2, 2025 |
| 99.1 |
|
Press Release dated December 3, 2025 |
| 99.2 |
|
Press Release dated December 4, 2025 |
| 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:
December 5, 2025 |
By: |
/s/
Jianshuang Wang |
| |
Name: |
Jianshuang
Wang |
| |
Title: |
Chief
Executive Officer |
