false
0001591890
0001591890
2025-12-17
2025-12-17
0001591890
FGNX:CommonStock0.001ParValuePerShareMember
2025-12-17
2025-12-17
0001591890
FGNX:Sec8.00CumulativePreferredStockSeriesA25.00ParValuePerShareMember
2025-12-17
2025-12-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 17, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
December 17, 2025, FG Nexus Inc. (the “Company”) attempted to hold the annual meeting of its stockholders (the
“Annual Meeting”) pursuant to the proxy statement, dated October 31, 2025 (the “Proxy Statement”). The Annual
Meeting was not called to order due to the failure of a quorum of stockholders to be present at the Annual Meeting. The Chairman of the
Annual Meeting adjourned the Annual Meeting to 11:00 a.m. Eastern Time on Monday, December 19, 2025 (the “Adjourned Meeting”).
The
Adjourned Meeting will be conducted virtually at www.virtualshareholdermeeting.com/FGNX2025 on December 19, 2025 at 11:00 a.m. Eastern
Time.
All
of the Company’s stockholders are invited to attend the virtual Adjourned Meeting to vote on the proposals for which you may vote,
as described in this Proxy Statement. However, you do not need to attend the Adjourned Meeting to vote your shares, instead, you may
vote your shares on the Internet at www.ProxyVote.com. Proxies submitted through the Internet must be received by 11:59 p.m.,
Eastern Time, on December 18, 2025. Please see the Proxy Statement or proxy card for instructions on how to access the Internet voting
systems.
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:
December 18, 2025 |
By: |
/s/ Mark
D. Roberson |
| |
Name: |
Mark D. Roberson |
| |
Title: |
Chief Financial Officer |
