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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): September 19, 2025
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 0000
(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 September 17, 2025, the Company issued a press release announcing that the Company intends to collaborate with iZUMi Finance to launch Upstarts Fund (the “Fund”), an on-chain Crypto fund designed to enable corporates to deploy capital into digital assets through a regulated and transparent framework. The Company and iZUMi Finance will jointly commit $20 million into the Fund, marking a milestone in bridging corporate capital with the digital asset economy. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange 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 hereby shall not be deemed an admission as to the materiality of any such information.
Item 8.01. Other Events.
On September 16, 2025, the Company entered into a non-binding Memorandum of Understanding (the “MOU”) to collaborate with iZUMi Finance to launch Upstarts Fund (the “Fund”), an on-chain Crypto fund designed to enable corporates to deploy capital into digital assets through a regulated and transparent framework. The Company and iZUMi Finance will jointly commit $20 million into the Fund, marking a milestone in bridging corporate capital with the digital asset economy.
Completion of the transaction is subject to, among other matters, the satisfactory completion of due diligence, the negotiation of definitive transaction documentation, and satisfaction of customary closing conditions Accordingly, there can be no assurance that the Definitive Agreement will be entered into or that the proposed transaction will be consummated.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. Such statements include, but not are not limited to, statements regarding the ability to sign the Definitive Agreement or complete the transaction contemplated by the MOU. The Company cautions that the forward-looking information presented in this Current Report is not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward-looking information contained in this Current Report. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements, including risks and uncertainties associated with market conditions and those risk factors set forth in the Company’s filings with the SEC, including the most recent Annual Report on Form 10-K. Any forward-looking information presented herein is made only as of the date of this Current Report, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release announcing CIMG Inc. Launches $20 Million Upstarts Fund with iZUMi Finance. | |
| 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: September 19, 2025 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
CIMG Inc. Entered Into an MOU With iZUMi to Launch a $20 Million Upstarts Fund
BEIJING, China, September 17, 2025 – CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG), a business group specializing in digital health and sales development, which utilizes technology and marketing to enhance its partners’ sales growth and commercial value, today announced that the company entered into a memorandum of understanding (“MOU”) with the intent to collaborate with iZUMi Group Ltd. (“iZUMi Finance”) to launch the Upstarts Fund (the “Fund”), an on-chain Crypto fund designed to enable corporations to deploy capital into digital assets through a regulated and transparent framework. CIMG and iZUMi Finance will jointly commit $20 million into the Fund, marking a milestone in bridging corporate finance with the digital asset economy.
The Fund, if formed pursuant to the definitive agreements, may comprise three core components:
| ■ | DeFi liquidity vault — generates sustainable on-chain yield, deepens liquidity across targeted ecosystems and accelerates adoption of DeFi applications. |
| ■ | Listed token investment — Provides institutional-grade access for listed companies to invest in high-quality digital-asset opportunities. |
| ■ | Tokenized stock trading service — Drives the adoption of on-chain stocks and strengthens liquidity, with the Fund set to scale further to support investments across both traditional stocks and their tokenized versions. |
These pillars are intended to highlight the Fund’s role in pioneering Decentralized Asset Tokenization (DAT), starting with the first yield-bearing BTC DAT by CIMG and iZUMi Finance.
We believe that the participation of a publicly listed company in the DeFi Liquidity Vault would signal strong compliance alignment and operational transparency. This strengthens governance credibility while amplifying brand narrative and global reach. At the same time, Fund liquidity is deployed to support the partner ecosystems while generating sustainable yield.
In short, the Company foresees the following advantages of the to-be-formed Fund:
| ■ | Regulatory Endorsement |
| ■ | Brand and Global Visibility |
| ■ | Ecosystem Growth with Yield |
Both iZUMi Finance and the Company hope that the upcoming partnership would underscore the shared vision of both companies in driving compliant innovation in digital assets.
“We are pleased to partner with CIMG to establish the Upstarts Fund, enhancing market liquidity and advancing institutional participation in digital assets. Going forward, iZUMi Finance aims to serve as a bridge between traditional capital and the digital asset ecosystem —channeling compliant capital from listed companies into high-quality projects and capturing growth opportunities aligned with corporate treasury objectives,” said Jimmy Yin, Chief Executive Officer of iZUMi Finance.
“At CIMG, we see the Upstarts Fund as a strategic step to diversify treasury assets and capture new yield opportunities. Partnering with iZUMi Finance, a team well regarded for its liquidity expertise, gives us access to digital-asset strategies through a transparent, risk-managed framework that aligns with our institutional standards,”said Alice Wang, Chairwoman and Chief Executive Officer of CIMG.
About CIMG Inc.
CIMG Inc. is a global business group specializing in digital health and sales development. Utilizing technology and marketing (including MarTech and Multi-Channel Network), the Company enhances its partners’ sales growth and commercial value.
The company’s brands include Kangduoyuan, Maca-Noni, Qianmao, Huomao, and Coco-mango.
Forward-Looking Statements
This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. There cannot be any assurance that the Company and Flock well enter into a definitive agreement. The Company encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.
For more information, please contact:
http://www.ccmg.tech
ir@ccmg.tech