CIMG Inc 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number 001-39338 CIMG Inc. (Exact name of registrant as specified in its charter) 38-3849791(I.R.S. EmployerIdentification No.) Nevada(State or other jurisdiction ofincorporation or organization) Room R2, FTY D, 16/F, Kin Ga Industrial Building,9 San On Street, Tuen Mun, Hong Kong(Address of principal executive offices) + 852 70106695(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.00001 par valueIMGThe NASDAQ Stock Market LLC 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 the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Accelerated filer☐ Non-accelerated filer☒ Smaller reporting company☒ Emerging growth company☐ 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of March 5, 2026, there were 15,483,547 shares of the registrant’s Common Stock outstanding. CIMG INC. INDEX TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2025PART I.FINANCIAL INFORMATION3Item 1.Financial Statements3Consolidated Balance Sheets (unaudited)3Consolidated Statements of Operations (unaudited)4Consolidated Statements of Comprehensive Income Loss (unaudited)5Consolidated Statements of Changes in Stockholders’ Equity (unaudited)6Consolidated Statements of Cash Flows (unaudited)7Notes to Consolidated Financial Statements (unaudited)8Item 2.Quantitative and Qualitative Disclosures About Market Risk30Item 3.Controls and Procedures30PART II.OTHER INFORMATION31Item 1.Legal Proceedings31Item 1A.Risk Factors31Item 2.Unregistered Sales of Equity Securities and Use of Proceeds31Item 3.Defaults Upon Senior Securities31Item 4.Mine Safety Disclosures31Item 5.Other Information31Item 6.Exhibits31SIGNATURES33 Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements, including, without limitation, in the sectionscaptioned “Risk Factors” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact maybe deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “target,” “seek,”“estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,”“expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-lookingstatements in this Report may include, without limitation, statements regarding: ●our plans to obtain funding for our operations, including the funds required for technological development, product production,and product commercialization, as well as the funds necessary to ensure our continuous operation;●our expectation that our existing capital resources will be sufficient to fund our operations for at least the next twelve months andour expectation to need additional capital to fund our planned operations beyond that;●the accuracy of our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing;●our expectations regarding our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market;●the impact to our b