How was the FG Nexus share increase approved by stockholders?

The company states that a majority of its stockholders approved the increase in authorized shares through a written consent, rather than at an in-person or virtual meeting.

Is the FG Nexus press release about the share increase part of the financial statements?

The press release is furnished as Exhibit 99.1 under a Regulation FD disclosure and is specifically stated as furnished, not filed, for purposes of certain Exchange Act liabilities and incorporation by reference.

FG Nexus (NASDAQ: FGNX) stockholders approve massive share increase plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FG Nexus Inc. reported that a majority of its stockholders approved, by written consent, an increase in its authorized share capital to 1 trillion shares, consisting of 900,000,000 shares of common stock and 100,000,000 shares of preferred stock. The update was communicated through a press release furnished under a Regulation FD disclosure, which is attached as an exhibit. The filing does not itself issue new shares but reflects stockholder approval to significantly expand the number of shares the company is authorized to have available for future use.

Positive

None.

Negative

Substantial potential dilution capacity created by raising authorized capital to 1 trillion shares, including 900,000,000 common and 100,000,000 preferred, if significant future issuances occur.

Insights

FG Nexus gains flexibility with a sharply higher share authorization.

FG Nexus Inc. disclosed that a majority of stockholders approved, via written consent, an increase in authorized capital to 1 trillion shares, allocated as 900,000,000 common and 100,000,000 preferred shares. This change amends the corporate capital structure but does not itself issue any new stock.

The larger pool of authorized shares can support future financing, strategic transactions, equity compensation, or preferred stock structures, depending on how the board chooses to use it. The filing, presented as a Regulation FD disclosure with an attached press release dated September 16, 2025, emphasizes communication of this stockholder approval rather than detailing any specific issuance plans.

Actual impact on existing holders will depend on whether and when the company later issues common or preferred shares from this authorization, and on the terms of any such securities. Subsequent company filings would typically describe any material offerings or preferred stock designations that make use of the newly authorized capital.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

09/16/2025 - 09:25 AM

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): September 16, 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

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 Disclosure

On September 16, 2025, FG Nexus Inc. (the “Company”), issued a press release announcing that a majority of its stockholders approved in a written consent to increase its authorized shares to 1 trillion shares consisting of 900,000,000 shares of common stock and 100,000,000 shares of preferred stock (the “Press Release). A copy of the Press Release is attached hereto as Exhibit 99.1.

This information in this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
99.1		Press Release, dated September 16, 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: September 16, 2025	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did FG Nexus Inc. (FGNX) disclose in this 8-K filing?

The company disclosed that a majority of its stockholders approved, by written consent, an increase in its authorized shares to 1 trillion, consisting of 900,000,000 common shares and 100,000,000 preferred shares, as described in a press release furnished with the filing.

Does FG Nexus Inc. (FGNX) issue new shares in this 8-K?

The filing reports stockholder approval to increase authorized shares but does not state that FG Nexus issued any new common or preferred shares in connection with this disclosure.

How many common and preferred shares is FG Nexus now authorized to have?

Stockholders approved authorized capital of 1 trillion shares, consisting of 900,000,000 shares of common stock and 100,000,000 shares of preferred stock, according to the company’s description.

What type of preferred stock does FG Nexus have listed?

FG Nexus lists 8.00% Cumulative Preferred Stock, Series A, with a $25.00 par value per share, trading under the ticker FGNXP on The Nasdaq Stock Market LLC.