8-K

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): July 17, 2025

CIMGInc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

NasdaqDelist Determination Letter

On July 17, 2025, CIMG Inc. (Nasdaq: IMG) (the “Company”) received an additional delist determination letter from Nasdaq (“Nasdaq Delist Determination Letter”).

On January 14, 2025, Nasdaq notified the Company that the bid price of its listed security had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until July 14, 2025, to regain compliance with the Rule.

The Company has not regained compliance with the Rule and is not eligible for a second 180-day period, primarily because the Company does not comply with the initial listing requirements for The Nasdaq Capital Market under the Equity Standard or the alternative standards. According to the Nasdaq Delist Determination Letter, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

On July 7, 2025, the Company appealed the Nasdaq delist determination letter dated June 27, 2025, and the Nasdaq Hearings Panel (the “Panel”) has scheduled a hearing for the appeal on August 14, 2025.

Nasdaq notified the Company that the Panel will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market. Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its Panel hearing.

The Company is actively addressing the deficiencies noted in the Nasdaq delist determination letters dated June 17, 2025, and July 17, 2025, and is diligently preparing for the hearing on August 14, 2025.

Item9.01 Financial Statement and Exhibits

(d)Exhibits.

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.