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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 3, 2026
FG
NEXUS INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-36366 |
|
46-1119100 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
6408
Bannington Road
Charlotte,
NC |
|
28226 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (704) 994-8279
(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 |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
FGNX |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| 8.00%
Cumulative Preferred Stock, Series A, $25.00 par value per share |
|
FGNXP |
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
June 3, 2026, changes were implemented to certain of the compensatory arrangements of FG Nexus Inc. (the “Company”) reflecting
the Company’s reduced scale of operations in its digital asset business.
On
June 3, 2026, the Company and Jose Vargas entered into a modification to Mr. Vargas’ at-will employment agreement governing his
service as the Head of Business Development of the Company’s Digital Assets Division effective August 4, 2025. Pursuant to the
modification Mr. Vargas’ annual base salary of $150,000 was reduced to $30,000 per annum commencing on May 11, 2026 (the “Vargas
Modification”). No other changes were made to Mr. Vargas’ at-will employment agreement. Mr. Vargas also serves as a member
of the Company’s board of directors.
On
June 3, 2026, the Company and Theodore Rosenthal entered into a modification to Mr. Rosenthal’s at-will employment agreement governing
his service as the President of the Company’s Digital Assets Division effective August 4, 2025. Pursuant to the modification
Mr. Rosenthal’s annual base salary of $150,000 was reduced to $30,000 per annum commencing on May 11, 2026 (the “Rosenthal
Modification”). No other changes were made to Mr. Rosenthal’s at-will employment agreement.
The
foregoing summaries of the Vargas Modification and the Rosenthal Modification do not purport to be complete and are qualified in their
entirety by reference to the complete text of the actual agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and are hereby incorporated by reference.
Item
8.01. Other Events.
Common
Stock Repurchase Program and Series A Preferred Stock Repurchase Program
Under
the previously announced share repurchase programs, through June 5, 2026, the Company has repurchased approximately 2,984,212 shares
of its common stock (Nasdaq: FGNX), or 35% of the outstanding common shares immediately before starting the buyback, at an average price,
including commissions, of approximately $13.62 per share and 264,465 shares of its Series A Preferred Stock (Nasdaq: FGNXP), or 30% of
outstanding Series A Preferred Stock immediately before starting the buyback, at an average price, including commissions, of approximately
$24.97 per share.
As
of June 5, 2026, there were 5,736,419 shares of the Company’s common stock outstanding and 630,105 shares of the Company’s
Series A Preferred Stock outstanding. On June 5, 2026, the Company held $36.1 million in cash and digital assets valued at $20.3 million,
consisting of 3,375 ETH and 7,569 Wrapped stETH.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
10.1
|
|
Modification
to Jose Vargas Employment Agreement, signed June 3, 2026
|
| 10.2 |
|
Modification
to Theodore Rosenthal Employment Agreement, signed June 3, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
| |
FG
NEXUS INC |
| |
|
|
| Date:
June 9, 2026 |
By: |
/s/
Mark D. Roberson |
| |
Name:
|
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
