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): June 22, 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)
+ 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 7.01 Regulation FD Disclosure.
On June 22, 2026, CIMG Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan Shangyue”), a wholly-owned subsidiary of the Company, entered into a framework contract with Zhongshishun Technology (Beijing) Co., Ltd. (“Zhongshishun”) in connection with the proposed construction and operation of a computing power center project of Zhongshishun to be located in Beijing, China.
The framework contract sets forth a general cooperation framework for the proposed project. The implementation of the proposed project, including the scope, timing, equipment procurement, delivery, payment and other commercial arrangements, is subject to further arrangements, purchase orders, work orders, definitive agreements and/or satisfaction of other conditions, as applicable. There can be no assurance that the proposed project will be implemented in whole or in part, or that the Company will realize the full potential contract value described in the Press Release. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | The Press Release, dated June 22, 2026 | |
| 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: | June 22, 2026 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | ||
| Title: | Chief Executive Officer | ||