8-K - CIMG - Equibles

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): March 5, 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**, TuenMun** , HongKong

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<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. ☐

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 5, 2026, CIMG Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to increase the number of authorized shares of the Company’s common stock. The amendment increased the Company’s authorized shares of common stock from 600,000,000 shares to 2,000,000,000 shares, par value $0.00001 per share.

The increase in authorized shares was previously approved by the Company’s board of directors and by the holders of a majority of the Company’s outstanding voting power through written consent on December 24, 2025. In connection with the stockholder action by written consent, the Company filed an Information Statement on Schedule 14C with the Securities and Exchange Commission on January 9, 2026, describing the authorized share increase and related matters.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item9.01 Financial Statement and Exhibits

(d)Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment, dated March 5, 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:	March<br> 12, 2026	By:	/s/ Jianshuang Wang
		Name:	Jianshuang<br> Wang
		Title:	Chief<br> Executive Officer

Exhibit 3.1