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 2327, 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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On February 2327, 2026, CIMG Inc. (the “Company”) ~~received~~entered ainto ~~letter~~an ~~from~~Amended ~~The~~and ~~Nasdaq~~Restated ~~Stock~~Equity ~~Market~~Transfer ~~LLC~~Agreement (the “~~Nasdaq~~A&R Equity Transfer Agreement”) ~~indicating~~ ~~that~~with ~~the~~DZR ~~Nasdaq~~Tech ~~Hearings~~Limited, ~~Panel~~a ~~(the~~Hong ~~“Panel”)~~Kong ~~will~~company ~~consider~~and ~~the~~a ~~Company’s~~wholly ~~non-compliance with~~owned ~~Nasdaq~~subsidiary ~~Listing~~of ~~Rule~~the ~~5250~~Company (cthe “Purchaser”)~~(1)~~, Shelei ~~due~~Jiang, toa ~~the~~Chinese ~~Company’s~~individual ~~failure~~(the to“Seller”), ~~timely~~and ~~file its~~Daren ~~Quarterly~~Business ~~Report~~Technology onLimited, ~~Form~~a ~~10-Q~~company ~~for~~incorporated under the laws ~~period~~of ~~ended~~the ~~December~~British ~~31,~~Virgin ~~2025~~Islands (the “~~Form 10-Q~~Target”),. asThe anA&R ~~additional~~Equity ~~basis~~Transfer ~~for~~Agreement ~~the~~amended ~~potential~~and ~~delisting~~restated ofin ~~the~~its ~~Company’s~~entirety that ~~securities~~certain ~~from~~Equity ~~The~~Transfer ~~Nasdaq~~Agreement, ~~Capital~~dated ~~Market during~~February 11, 2026, by and between the ~~Panel’s~~Seller ~~monitor~~and ~~period~~the Purchaser.

AsPursuant ~~previously~~to ~~disclosed~~the A&R Equity Transfer Agreement, inthe aSeller ~~decision~~will ~~letter~~sell ~~dated~~to ~~December~~the 4,Purchaser ~~2025~~100 ordinary shares of the Target, representing 100% of the ~~Panel~~issued ~~imposed~~and outstanding ordinary shares of the Target, for a ~~Mandatory~~purchase ~~Panel~~price ~~Monitor~~of ~~with~~zero ~~respect~~cash toconsideration (the “Acquisition”). ~~Company~~The ~~pursuant~~closing of the Acquisition is expected to ~~Nasdaq~~occur ~~Listing~~on ~~Rule~~or ~~5815(d)(4)(B)~~before March 31, ~~which~~2026, ~~requires~~and ~~Nasdaq~~is ~~Staff~~subject to ~~issue~~customary aclosing ~~delisting~~conditions ~~determination~~set ifforth in the ~~Company fails~~A&R toEquity ~~maintain~~Transfer ~~compliance~~Agreement, ~~during~~including the ~~monitoring~~accuracy ~~period.~~of ~~The~~the ~~Mandatory~~parties’ ~~Panel~~representations ~~Monitor~~and ~~will~~warranties ~~remain~~and incompletion of ~~effect~~due ~~until~~diligence ~~November~~by ~~14,~~the ~~2026~~Purchaser.

The A&R Equity Transfer Agreement also provides that, within five Business Days after February 27, 2026, the Company and each of Dundas Technology Limited and Kellyview Investment Limited, each a Hong Kong company and a designee of the Seller, shall enter into a separate performance share issuance agreement pursuant to which, subject to the Company’s stockholder approval as required by Nasdaq ~~letter~~Listing Rule ~~does~~5635 ~~not~~and ~~immediately~~applicable ~~impact~~law, the ~~listing~~Company shall issue to Dundas Technology Limited and Kellyview Investment Limited, on or ~~trading~~before April 10, 2026, in the aggregate up to 74,487,896 shares of the Company’s common stock, onpar ~~The~~value ~~Nasdaq~~$0.00001 ~~Capital~~per ~~Market~~share (the “Award Shares”), with one-half of the Award Shares to be issued to Dundas Technology Limited and one-half to Kellyview Investment Limited, as a post-closing, performance-based equity award with respect to the Target.

The ~~Company~~Award isShares ~~working~~will ~~diligently~~be subject to ~~complete~~transfer restrictions and ~~file~~will be eligible for leak out in installments only upon the ~~Form~~achievement ~~10-Q~~of specified asaudited ~~soon~~revenue astargets ~~practicable~~of the Target during performance periods beginning April 1, 2026 and ending September 30, 2029. The revenue targets are denominated in Renminbi and increase over successive performance periods. Any Award Shares that are not eligible to leak out on or prior to the applicable deadline set forth in the Performance Share Issuance Agreement shall be forfeited and cancelled for no consideration. If the maximum number of Award Shares were issued and no shares were forfeited, such Award Shares would represent a significant percentage of the Company’s currently outstanding common stock. The issuance of the Award Shares is subject to stockholder approval under Nasdaq Listing Rule 5635, and there can be no assurance that such approval will be obtained.

~~Item~~The 7foregoing description of the A&R Equity Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Equity Transfer Agreement, a copy of which is filed as Exhibit 10.011 ~~Regulation~~to FDthis ~~Disclosure~~Current Report on Form 8-K and is incorporated herein by reference.

OnItem ~~February 27, 2026, the Company issued a press release announcing its receipt of the letter from Nasdaq~~3.02. AUnregistered ~~copy~~Sales of ~~the~~Equity ~~press release is furnished as Exhibit 99~~Securities.~~1 to this Current Report on Form 8-K.~~

The information ~~set~~provided ~~forth~~ in ~~this~~ Item 71.01 ~~and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes~~ of ~~the~~this ~~Securities~~Current ~~Exchange~~Report ~~Act~~on ofForm ~~1934~~8-K ~~(the~~is ~~“Exchange~~hereby ~~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~~Item ~~hereby shall not be deemed an admission as to the materiality of any such information~~3.02.

~~Forward-Looking~~The ~~Statements~~Award Shares, if and when issued, will be issued in reliance upon the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as offshore transactions, and/or Section 4(a)(2) of the Securities Act, as transactions not involving a public offering. The Award Shares will be “restricted securities” for purposes of the Securities Act and will be subject to restrictions on transfer under applicable securities laws.

~~This~~Item 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 review9.01 ~~These~~Financial ~~forward-looking~~Statement ~~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.Exhibits

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.
10.1		Amended and Restated Equity Transfer Agreement, dated February 27, 2026, by and among the Company, the Purchaser, the Seller, and the Target
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
Dated: March 5, 2026	By:	/s/ Jianshuang Wang
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer

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