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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 29, 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
1.01 Entry into a Material Definitive Agreement.
The
disclosures contained in Item 2.03 are incorporate herein in response to Item 1.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
October 29, 2025, FG Nexus Inc. (the “Company”) entered into a master digital currency loan agreement (the “MLA”)
with [ ]
(the “Lender”). All capitalize terms used herein and not defined, shall have the meaning ascribed to them in the MLA. Pursuant
to the MLA the Company may deliver to Lender a Lending Request for a Borrowed Asset from the Lender. If Lender agrees to make a Loan,
then the Lender shall transmit to the Company either (a) Digital Currency to the Company’s Digital Currency Address or (b) cash
via the Company’s wire instructions. The specific and final terms of a Loan shall be memorialized in a loan term sheet (the “Loan
Term Sheet”). In the event of any conflict of the terms between the MLA and the terms of the applicable Loan Term Sheet, the
terms of the relevant Loan Term Sheet shall govern. All Loans under the MLA are callable by Lender and may be pre-paid by the Company.
Loans under the MLA shall terminate upon the Maturity Date or the exercise by the Company or the Lender of the Callable Option. The MLA
requires that the Company provide Collateral for all Loans in an amount to be agreed upon by the Company and the Lender as set forth
in the applicable Loan Term Sheet. The Company’s Collateral for a Loan is subject to Margin Calls and fees, the particulars of
which are delineated in the applicable Loan Term Sheet.
In connection with the MLA, the Company entered into an account control
agreement, dated October 29, 2025 (the “ACA”) by and between [ ] (the “Custodian”), the Company and the Lender.
The Company maintain some of its ETH holdings with the Custodian. The ACA provides the Custodian will acknowledge the MLA between the
Company and Lender and that the Custodian will recognize that the Lender may have a security interest in certain assets of the Company
maintained at Custodian.
On
October 30, 2025, the Company and Lender executed a Loan Term Sheet (the “October 2025 LTS”). The October 2025 LTS provided
for a $10,000,000 loan with a Borrow Fee of 7.9% (the “October Loan”). The October Loan is evergreen, meaning the Loan is
not due until the Recall Delivery Date, which is thirty (30) calendar days following the Lender’s delivery of a Recall Request.
The Collateral for the October Loan is Staked ETH and the Initial Collateral Level is 170%. The Margin Call Rate is 140%.
The October 2025 LTS also provides that the following additional terms shall also apply to the October Loan: (a) Post-Default Hedging
Costs and (b) certain additional remedies in the event of a default under the MLA.
The
foregoing summary of the MLA, the ACA and the October 2025 LTS do not purport to be complete and is qualified in its entirety
by reference to the actual MLA, the ACA and the October 2025 LTS copies of which are filed with this Current Report on Form 8-K
as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 10.1 |
|
Form of Master Digital Currency Loan Agreement, dated October 29, 2025, by and between FG Nexus Inc. and [ ]. |
| 10.2 |
|
Form of Account Control Agreement, dated October 29, 2025, by and between [ ], FG Nexus Inc. and [ ] |
| 10.3 |
|
Form of Loan Term Sheet, dated October 30, 2025, by and between FG Nexus Inc. and [ ]. |
| 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:
November 4, 2025 |
By: |
/s/
Mark D. Roberson |
| |
Name:
|
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
