Form 8-K

8-K — CIMG Inc.

Accession: 0001493152-26-029520

Filed: 2026-06-22

Period: 2026-06-22

CIK: 0001527613

SIC: 5900 (RETAIL-MISCELLANEOUS RETAIL)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): June 22, 2026

CIMG

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-39338

38-3849791

(State

or other jurisdiction

incorporation or organization

(Commission

File

No.)

(IRS

Employer

Identification

No.)

Room

R2, FTY D, 16/F, Kin Ga Industrial Building,

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 ☐

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.

June 22, 2026, CIMG Inc. (the “Company”) issued a press release (the “Press Release”) announcing

that Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan Shangyue”), a wholly-owned subsidiary of the Company, entered

into a framework contract with Zhongshishun Technology (Beijing) Co., Ltd. (“Zhongshishun”) in connection with the

proposed construction and operation of a computing power center project of Zhongshishun to be located in Beijing, China.

The

framework contract sets forth a general cooperation framework for the proposed project. The implementation of the proposed project, including

the scope, timing, equipment procurement, delivery, payment and other commercial arrangements, is subject to further arrangements, purchase

orders, work orders, definitive agreements and/or satisfaction of other conditions, as applicable. There can be no assurance that the

proposed project will be implemented in whole or in part, or that the Company will realize the full potential contract value described

in the Press Release. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, nor shall such information

be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange

Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

The

Press Release, dated June 22, 2026

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:

June

22, 2026

By:

/s/

Jianshuang Wang

Name:

Jianshuang

Wang

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

CIMG

Inc. Entered Framework Contract for Computing Power Services With Contract Value of Up To USD 442 Million

HONG

KONG, June 22, 2026 — CIMG Inc. (“CIMG” or the “Company”) (Nasdaq: IMG; OTCID: CIMG), a business group

specializing in digital health and sales development, which utilizes technologies and marketing networks to enhance its business partners’

sales growth and commercial value, today announced that its wholly-owned subsidiary Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan

Shangyue”) entered into a framework contract (the “Framework Contract”) for the construction and operation of a computing

power center with Zhongshishun Technology (Beijing) Co., Ltd. (“Zhongshishun”). Under the Framework Contract, Zhongyan Shangyue

will act as the general contracting service provider, delivering full-range services, including comprehensive equipment supplies, computer

room construction, system deployment and commissioning, as well as post-operation and a fixed period of maintenance for the computing

power center project of Zhongshishun, to be located in Beijing, China.

The

total contract value stands at up to approximately USD 442 million, inclusive of tax, with a contract period of two years.

Hardware

procured for this project will cover certain cutting-edge mainstream computing power equipment in the industry, such as NVIDIA H100 and

H200 series GPU servers, Inspur’s full lineup of high-performance servers, high-end core switches and high-speed network devices.

Zhongyan Shangyue also plans to deliver full-scale services, such as basic software deployment and commissioning, with the goal to ensure

high performance and high stability of the computing power center.

All

products are manufactured in strict compliance with industrial standards to sustain the long-term and stable performance of the computing

power center.

Pursuant

to the Framework Contract, Zhongyan Shangyue will strictly abide by industrial technical standards in equipment delivery, installation

and commissioning, multi-phase acceptance inspections and full life-cycle maintenance services. In addition, Zhongyan Shangyue intends

to establish a comprehensive delivery and service system to ensure smooth project implementation and long-term efficient operations of

the data center for Zhongshishun. For clarification purposes, the Framework Contract sets forth a general cooperation framework for the

proposed project, the implementation of which, including the scope, timing, equipment procurement, delivery, payment and other commercial

arrangements, is subject to further arrangements, purchase orders, work orders, definitive agreements and/or satisfaction of other conditions,

as applicable. There can be no assurance that the proposed project will be implemented in whole or in part, or that the Company will

realize the full potential contract value described in this press release.

Alice

Wang, Chairman and CEO of CIMG, stated: “As the core foundation of the digital economy and artificial intelligence industry, the

computing power sector boasts vast market potential and robust growth momentum. The execution of this large-scale order will not only

generate steady and sustainable revenue for and increase profitability of the Company, but also further diversify our lines of business,

effectively hedging cyclical risks from being in a single industry and building up the corporate resilience against certain industry-specific

risks.”

About

CIMG

is a business group specializing in digital health and sales development, with a cryptocurrency-focused strategy. The Company leverages

AI and cryptocurrencies (such as Bitcoin and stablecoins) to drive business growth, helping clients maximize user growth and enhance

brand management value. The Company’s current client portfolio includes brands such as 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 related to the execution, timing, and realization of supply and sales

contracts, 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, risks associated with digital asset markets, evolving regulatory

frameworks, and emerging AI-related technologies, 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 its Annual

Reports, Quarterly Reports, registration statements, and other filings with the Securities and Exchange Commission.

For

more information, please contact:

CIMG

Inc.

852 70106695

http://www.ccmg.tech

ir@ccmg.tech

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