FG Nexus S-3ASR: $200,000,000 PIPE warrants, 2,141,658 ATM sold

Rhea-AI Filing Summary

FG Nexus Inc. filed an Item 8.01 update noting it has filed a Form S-3ASR to register for resale 40,000,000 shares of common stock underlying pre-funded warrants issued in a $200,000,000 private placement. This registration allows holders of those warrants or resulting shares to sell their securities under an effective shelf.

As of October 14, 2025, pre-funded warrants for 3,473,189 shares remain unexercised. The company has also sold 2,141,658 shares under its $5,000,000,000 at-the-market offering. Shares outstanding were 39,996,674 as of October 14, 2025, with a free float of 38,783,043 after deducting 1,213,631 shares held by affiliates.

Insights

Capital markets analyst

Administrative resale registration; updates on ATM sales and float.

FG Nexus disclosed a resale registration on Form S-3ASR covering 40,000,000 common shares tied to pre-funded warrants from a $200,000,000 private placement. Resale registrations generally permit existing holders to sell registered securities under a shelf.

As of October 14, 2025, 3,473,189 warrant-linked shares remain unexercised. The company also reports 2,141,658 shares sold under its $5,000,000,000 ATM program. Shares outstanding were 39,996,674, and free float 38,783,043 after deducting 1,213,631 affiliate-held shares.

Potential market activity depends on holder decisions and use of the ATM program. Subsequent disclosures may detail additional exercises or sales if they occur.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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 →

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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 14, 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 8.01 Other Events

On October 14, 2025, FG Nexus Inc. (the “Company”) filed a resale registration statement on Form S-3ASR to register for resale the 40,000,000 shares of the Company’s $0.001 common stock (“Common Stock”) underlying the pre-funded warrants sold in the Company’s recent $200,000,000 private placement (the “PIPE Offering”). As of October 14, 2025, pre-funded warrants to purchase an aggregate number of 3,473,189 shares of Common Stock have not yet been exercised.

As of October 14, 2025, the Company sold an aggregate amount of 2,141,658 shares of Common Stock pursuant to the Company’s current $5,000,000,000 At-the-Market offering.

Based on the foregoing, the Company, as of October 14, 2025, has a total of 39,996,674 shares of Common Stock issued and outstanding and a free float of 38,783,043 shares of Common Stock, after deducting 1,213,631 shares of Common Stock held by affiliates.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
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 14, 2025	By:	/s/ Mark D. Roberson
		Name:	Mark D. Roberson
		Title:	Chief Financial Officer

FAQ

What did FGNX register in the latest update?

FG Nexus registered for resale 40,000,000 shares of common stock underlying pre-funded warrants issued in a $200,000,000 private placement.

How many pre-funded warrants remain unexercised for FGNX as of October 14, 2025?

Pre-funded warrants to purchase 3,473,189 shares of common stock remain unexercised as of October 14, 2025.

How many shares has FGNX sold under its ATM program?

FG Nexus has sold 2,141,658 shares under its $5,000,000,000 at-the-market offering, as of October 14, 2025.

What are FGNX's shares outstanding and free float?

Shares outstanding were 39,996,674 and free float was 38,783,043 after deducting 1,213,631 affiliate-held shares, as of October 14, 2025.

What is the purpose of the new S-3ASR for FGNX?

It registers shares for resale by holders of warrant-related common stock, enabling sales under an effective shelf registration.