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): February 23, 2026

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) 0000

+ 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 23, 2026, CIMG Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) will consider the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1), due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended December 31, 2025 (the “Form 10-Q”), as an additional basis for the potential delisting of the Company’s securities from The Nasdaq Capital Market during the Panel’s monitor period.

As previously disclosed, in a decision letter dated December 4, 2025, the Panel imposed a Mandatory Panel Monitor with respect to the Company pursuant to Nasdaq Listing Rule 5815(d)(4)(B), which requires Nasdaq Staff to issue a delisting determination if the Company fails to maintain compliance during the monitoring period. The Mandatory Panel Monitor will remain in effect until November 14, 2026.

The Nasdaq letter does not immediately impact the listing or trading of the Company’s common stock on The Nasdaq Capital Market.

The Company is working diligently to complete and file the Form 10-Q as soon as practicable.

Item 7.01 Regulation FD Disclosure.

On February 27, 2026, the Company issued a press release announcing its receipt of the letter from Nasdaq. A copy of the press release is furnished 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.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s plans and expectations relating to the filing of the Form 10-Q, its efforts to regain and maintain compliance with Nasdaq listing requirements, and the outcome of the Nasdaq Hearings Panel review. These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, risks related to the completion and timing of the Company’s financial reporting and audit process, the possibility that the Company may not regain or maintain compliance with Nasdaq listing requirements, and the risk that the Panel may determine to delist the Company’s securities. Additional risks are described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release Announces Receipt of Additional Delisting Determination Letter from Nasdaq.
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: February 27, 2026	By:	/s/ Jianshuang Wang
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer

CIMG Inc. 8-K