Form 8-K - Current report

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 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.)

6107, 6th Floor, Building C4, No.1 Huangchang West Road,

Dougezhuang, Chaoyang District, Beijing, China

(Address of principal executive offices)

+ 86 18518579917

(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 March 19, 2025, the Company issued a press release announcing a Business Cooperation Intent Agreement with Shanghai Huomao Cultural Development Co., Ltd. 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 Current Report on Form 8-K 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, regardless of any general incorporation language 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 Business Cooperation Intent Agreement with Shanghai Huomao Cultural Development Co., Ltd.
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: March 19, 2025	By:	/s/ Jianshuang Wang
	Name:	Jianshuang Wang
	Title:	Chief Executive Officer and Director

Exhibit 99.1

CIMG Inc. entered into a Business Cooperation Intent Agreement with Shanghai Huomao Cultural Development Co., Ltd.

Beijing, China, March 19, 2025 — CIMG Inc. (“CIMG” or the “Company”) (NASDAQ: IMG), a company with a heritage in specialty coffee and an emerging business in broader consumer food and beverage products, today announced that its wholly-owned subsidiary in China, Zhongyan Shangyue Technology Co., Ltd., has signed a Business Cooperation Intent Agreement with Shanghai Huomao Cultural Development Co., Ltd. (“Huomao”). In the future, both parties of the agreement will jointly operate Huomao’s liquor industry and the dendrobium industry.

Shanghai Huomao Cultural Development Co., Ltd. owns the premium Chinese liquor brand Huomao. Huomao redefines the drinking experience of high-end Chinese liquor through its unique brewing technology, offering a premium choice for global Chinese liquor enthusiasts that emphasizes the importance of both health and enjoyment. Pursuant to the agreement, three shareholders of Huomao intend to transfer an aggregate of 51% of their equity interest in Huomao to Zhongyan (the “Transfer”) in exchange for 200,000 shares of CIMG’s common stock, par value $0.00001 per share (“Common Stock”), to be issued to the designated parties. The Common Stock shall be subject to a six-month lock-up period. The parties to the Agreement plan to consummate the Transfer within 15 calendar days from the date of the Agreement.

The Company also agreed to appoint Mr. Xiaocheng Hao as the Chief Executive Officer of Shanghai Huomao Cultural Development Co., Ltd. after the acquisition.

Furthermore, the parties propose that CIMG grant incentive shares to Huomao’s employees based on Huomao’s sales performance following the completion of the Transfer, with the specific performance criteria and the terms of such incentive share grants to be determined through future agreements.

Mr. Hao is 46 years old and holds a bachelor’s degree in business administration from Central South University of Finance and Economics and a master’s degree of business administration from Southwest Jiaotong University in China. He has held sales and management positions in multiple listed companies, with over 20 years of experience in sales and management.

Ms. Jianshang Wang, Chief Executive Officer and Chairman of the Board of Directors of CIMG, remarked: “This cooperation will further expand our business footprint in the realm of comprehensive health industry, enhance the construction of the industry ecosystem, and foster the growth of the Company’s performance.”

About CIMG Inc.

CIMG Inc. is a digital marketing, sales and distribution company for various consumer products with focuses on food and beverages. Dedicated to reshaping digital marketing and distribution through technological applications, the Company endeavors to create greater commercial value for its business partners, thereby enhancing its own enterprise value and increasing shareholders’ value. The Company has a professional branding and marketing management system that can quickly help partners to enterprises achieve their connection, management, and operation of marketing channels globally.

The Company’s products include Maca Peptide coffee, Maca Noni beverages, Maca purified powder, Qian Mao wine, and the brand of 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. 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

Cover	Mar. 19, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 19, 2025
Entity File Number	001-39338
Entity Registrant Name	CIMG Inc.
Entity Central Index Key	0001527613
Entity Tax Identification Number	38-3849791
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6107, 6th Floor, Building C4
Entity Address, Address Line Two	No.1 Huangchang West Road
Entity Address, Address Line Three	Dougezhuang
Entity Address, City or Town	Beijing, China
City Area Code	+ 86
Local Phone Number	18518579917
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	IMG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false