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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 30, 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 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 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 30, 2025, CIMG Inc. (the “Company”) issued a press release announcing the establishment of its Hong Kong subsidiary, Braincoin Limited, to expand its global computing power ecosystem. 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 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 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release announcing CIMG Inc. Establishes Hong Kong Subsidiary Braincoin. | |
| 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: October 02, 2025 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
CIMG Inc. Establishes Hong Kong Subsidiary Braincoin Limited to Expand Global Computing Power Ecosystem
BEIJING, Sept. 30, 2025 /PRNewswire/ — 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 the establishment of its Hong Kong subsidiary, Braincoin Limited (Braincoin), marking a significant step in the company’s strategic expansion into the global computing power industry and advancing its AI initiatives.
The new subsidiary will serve as a key hub connecting mainland China with international markets, enabling CIMG to strengthen collaboration with global partners and build a robust, interconnected framework for AI development and deployment.
The Company expects that beginning in October Braincoin will operate under the following business models :
| ● | AI Computing Centers—For enterprises and institutions with sustained high demand for computing power, Braincoin will collaborate with investors to develop and operate AI computing centers. These centers will provide long-term computing services, balancing investor returns with reliable computational supply.Services include full-stack solutions for large-scale model training, model development, fine-tuning, inference, and the implementation of generative AI applications. The company will also engage ecosystem partners and clients to foster a collaborative AI computing community. | |
| ● | AI Models—Braincoin will deliver customized multi-modal enterprise AI assistants by integrating large AI models with clients’ internal data and industry-specific datasets. These tailored solutions are designed for organizations with clear application scenarios seeking intelligent upgrades. | |
| ● | Managed Services—For existing AI computing center clients, Braincoin will offer manufacturer-grade maintenance and operational support. The services aim to reduce total cost of ownership, enhance operational efficiency, and maximize the value of computing infrastructure. |
This strategic move underscores the company’s commitment to building a global computing power ecosystem. The company plans to continue partnering with industry leaders worldwide to deliver cutting-edge AI solutions.
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