8-K
CIMG Inc. (CIMG)
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 10, 2026
CIMGInc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39338 | 38-3849791 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization | (Commission<br><br> <br>File<br> No.) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
RoomR2, FTY D, 16/F, Kin Ga Industrial Building,
9San On Street, Tuen Mun, Hong Kong
(Address of principal executive offices)
00000
+
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.00001 par value | IMG | The<br> 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. ☐
Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 10, 2026, CIMG Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Hearings office confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Requirement. The Company remains subject to a Hearing Panel exception to demonstrate compliance with Nasdaq Listing Rule 5250(c)(1), the Periodic Filing Requirement. On February 13, 2026, the Company filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2025 with the U.S. Securities and Exchange Commission.
In addition, pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Company will be subject to a discretionary panel monitor for a period of one year from February 10, 2026. If, within that one-year monitoring period, the Nasdaq staff (the “Staff”) finds the Company again out of compliance with any Nasdaq listing rule, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, the Staff will issue a delisting determination letter, and the Company will have an opportunity to request a new hearing before the initial Hearing Panel or a newly convened Hearings Panel, as applicable.
Item7.01 Regulation FD Disclosure
On February 18, 2026, the Company issued a press release announcing its financial results for the fiscal year ended September 30, 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 furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item9.01 Financial Statement and Exhibits
(d)Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated February 18, 2026. |
| 104 | Cover<br> 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<br> Inc. | ||
|---|---|---|
| Dated:<br> February 18, 2026 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang<br> Wang | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
CIMGInc. Reports Fiscal Year 2025 Financial Results
HONG KONG, Feb. 18, 2026 /PRNewswire/ — CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technologies and marketing networks to enhance its business partners’ sales growth and commercial value, today reports its financial results for the fiscal year ended September 30, 2025, as reported in the Company’s audited consolidated financial statements. The report showed that the Company achieved significant revenue growth and a continued reduction in net loss in 2025.
FiscalYear 2025 Financial Results
| ● | Driven<br> by new computing power service contracts and digital health business, the Company recorded<br> revenue of approximately $10.3 million in 2025, representing a year-on-year increase of approximately<br> 433%. |
|---|---|
| ● | Benefiting<br> from business transformation, restructuring, and lower operating expenses, the Company’s<br> net loss decreased by approximately 45.5% year-on-year, reflecting improved operational efficiency<br> and cost optimization. |
| --- | --- |
| ● | As<br> of September 30, 2025, the Company held approximately 500 Bitcoins with a total value of<br> approximately $57.05 million, based on Bitcoin market prices as of that date. Primarily supported<br> by its digital asset reserves, the Company’s total assets increased by approximately<br> 1,227% year-on-year. |
| --- | --- |
| ● | For<br> the fiscal year ended September 30, 2025, the book value per share was approximately $2.99,<br> based on the number of the Company’s shares outstanding as of that date. |
| --- | --- |
| ● | The<br> Company completed transactions related to high-performance computing servers through its<br> subsidiary, further strengthening its hardware and cloud computing service capabilities. |
| --- | --- |
Alice Wang, Chairman and CEO of CIMG, commented:”2025 was a pivotal year for the Company to achieve strategic transformation and performance breakthroughs. During the reporting period, we optimized our business structure and fully focused on the two high-growth core sectors: AI computing infrastructure and digital health. Driven by the launch of new businesses, the progress of major contracts, and refined management, the Company achieved substantial revenue growth and a significant reduction in net loss, highlighting the effectiveness of our corporate strategy.”
“Moving forward, the Company will continue to deepen its layout in the AI computing business, remain committed to its digital assets strategy, and may increase its Bitcoin holdings from time to time based on market conditions and corporate strategy, so as to strengthen corporate assets, enhance core competitiveness, and create sustainable value for shareholders, customers and partners,”Alice added.
AboutCIMG
CIMG is a business group specializing in digital health and sales development, with a cryptocurrency-focused strategy. The Company leverages AI and cryptocurrencies (such as Bitcoin and stablecoins) to drive business growth, helping clients maximize user growth and enhance brand management value. The Company’s current client portfolio includes brands such as Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.
Forward-LookingStatements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “aim,” “intend,” “plan,” “believe,” “estimate,” “expect,” “project,” “target,” “may,” “should,” “will,” “future,” “likely,” and similar references to future periods. These forward-looking statements include, without limitation, statements regarding the Company’s expected operating results, revenue growth, business strategy, development of its AI computing and digital health businesses, digital asset strategy, potential future purchases or holdings of Bitcoin or other digital assets, anticipated benefits from computing power service contracts, liquidity and capital resources, and the Company’s ability to execute its strategic plans.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, including, but not limited to, risks related to fluctuations in the market price of Bitcoin and other digital assets; the Company’s ability to execute and realize the expected benefits of computing power and digital health contracts; the Company’s ability to raise additional capital if needed; its ability to maintain compliance with Nasdaq listing standards; risks related to doing business in the People’s Republic of China, including regulatory, legal, and currency transfer risks; general economic and market conditions; competition; and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent filings.
Actual results may differ materially from those expressed or implied by these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements contained herein, except as required by applicable law.
SOURCE CIMG Inc.