CIMG Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39338 CIMG Inc.(exact name of registrant as specified in its charter) Registrant’s telephone number, including area code+ 852 70106695 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant (based on the price at which theregistrant’s Common Stock was last sold as of March 31, 2025, the last business day of the most recently completed second fiscalquarter), was approximately $16,194,875. As of February 9, 2026, there were outstanding 15,483,547 shares of the registrant’s Common Stock, $0.00001 par value. TABLE OF CONTENTS PART I9ITEM 1.BUSINESS.9ITEM 1A.RISK FACTORS19ITEM 1B.UNRESOLVED STAFF COMMENTS50ITEM 1C.CYBERSECURITY50ITEM 2.PROPERTIES51ITEM 3.LEGAL PROCEEDINGS51ITEM 4.MINE SAFETY DISCLOSURES51PART II52ITEM 5.MARKETFOR REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES52ITEM 6.[RESERVED]52ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS52ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK59ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA59ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE59ITEM 9A.CONTROLS AND PROCEDURES59ITEM 9B.OTHER INFORMATION60ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS60PART III60ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.60ITEM 11.EXECUTIVE COMPENSATION.65ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS.67ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE69ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES69PART IV70ITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES70ITEM 16.FORM 10-K SUMMARY71SIGNATURES722 Our Holding Company Structure and Risks Related to Doing Business in China Our business operations are partially based in China, and our PRC Subsidiaries are subject to certain legal and operational risksassociated