FG Nexus sets $10 cash payout per CVR

FG Nexus Inc. announced that the FG CVR Trust approved a cash distribution payment of $10 per contingent value right (CVR) for CVR holders.

Accepted by SEC EDGAR 09/15/2025 - 07:45 AM EDT

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Form Type

8-K

Rhea-AI Filing Summary

FG Nexus Inc. announced that the FG CVR Trust approved a cash distribution payment of $10 per contingent value right (CVR) for CVR holders. These CVRs had previously been distributed to the company’s stockholders of record as of August 8, 2025.

The company communicated this decision through a press release dated September 15, 2025, which is attached as an exhibit. The disclosure is furnished under Regulation FD, meaning it is intended to keep the market informed but is not treated as filed financial information.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FG Nexus Inc. (FGNX) announce regarding its contingent value rights?

FG Nexus Inc. announced a $10 cash distribution per contingent value right (CVR). The FG CVR Trust approved this payment to CVR holders, reflecting value tied to prior arrangements. The information was shared via a Regulation FD press release dated September 15, 2025.

Who is eligible to receive the $10 per CVR distribution from FG Nexus (FGNX)?

The $10 per CVR distribution applies to holders of FG Nexus contingent value rights. These CVRs were previously distributed to FG Nexus stockholders of record as of August 8, 2025, meaning eligibility is based on that earlier stockholder record date.

What is the role of the FG CVR Trust in the FG Nexus (FGNX) payment?

The FG CVR Trust approved the $10 per CVR distribution to CVR holders. This Delaware statutory trust was formed by FG Nexus to administer the contingent value rights and make payments associated with those rights under previously established terms.

How did FG Nexus (FGNX) disclose the $10 CVR distribution decision?

FG Nexus disclosed the CVR distribution through a press release furnished in an 8-K. The company filed an 8-K under Item 7.01 Regulation FD Disclosure, attaching the September 15, 2025 press release as Exhibit 99.1 for investors’ information.

Does the $10 per CVR disclosure for FG Nexus (FGNX) affect other securities?

The disclosure specifically concerns contingent value rights and their $10 distribution. The 8-K also lists FG Nexus common stock and 8.00% Series A cumulative preferred stock as Nasdaq-listed securities, but the payment decision is described only for the CVRs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 15, 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 15, 2025, FG Nexus Inc. (the “Company”), issued a press release announcing that the FG CVR Trust, a Delaware statutory trust formed by the Company, approved a distribution payment to the holders of contingent value rights (“CVRs”), which were previously distributed by the Company to its stockholders as of August 8, 2025, in the amount of $10 per CVR (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 15, 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 15, 2025	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR