[8-K] FG Nexus Inc. Reports Material Event

Rhea-AI Filing Summary

FG Nexus Inc. announced it plans to initiate its previously announced Board‑approved share repurchase program. The company disclosed this via a press release dated October 20, 2025, furnished under Regulation FD.

The information was provided in an Item 7.01 update and attached as Exhibit 99.1. The company’s securities include Common Stock (ticker FGNX) and 8.00% Cumulative Preferred Stock, Series A (ticker FGNXP) listed on The Nasdaq Stock Market LLC.

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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): October 20, 2025

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 7.01 Regulation FD

FG Nexus Inc. (the “Company”) issued a press release on October 20, 2025, announcing that it plans to initiate its previously announced Board-approved share repurchase program (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
99.1		Press Release Issued by FG Nexus Inc. on October 20 2025
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: October 21, 2025	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Financial Officer

FAQ

What did FGNX announce in this 8-K?

The company said it plans to initiate its previously announced Board‑approved share repurchase program, disclosed via a press release furnished under Regulation FD.

When was the FG Nexus press release issued?

The press release was issued on October 20, 2025 and furnished as Exhibit 99.1.

Which securities of FG Nexus are listed and where?

Common Stock (FGNX) and 8.00% Cumulative Preferred Stock, Series A (FGNXP) are listed on The Nasdaq Stock Market LLC.

Is the share repurchase detail included here?

Details are in the press release furnished as Exhibit 99.1; this Item 7.01 notice summarizes the plan to initiate the program.

How is this information treated under SEC rules?

The Item 7.01 information and Exhibit 99.1 are furnished, not filed, under Regulation FD.

What exhibit accompanies this 8-K for FGNX?

Exhibit 99.1 is the press release issued by FG Nexus Inc. on October 20, 2025.