CIMG Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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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 | |