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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): February 13, 2026
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
3.03 Material Modification to Rights of Security Holders.
On
February 10, 2026, FG Nexus Inc., a Nevada corporation (the “Company”), filed an amendment to its Certificate of Change (the
“Amendment”) with the Secretary of State of the State of Nevada to effect a 1-for-5 reverse stock split effective at 9:30
a.m. Eastern Time on February 13, 2026 (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001
per share (the “Common Stock”). The Amendment also reduced the Company’s authorized shares of common stock from 900,0000,000
shares to 180,000,000 shares. The Amendment was approved by the Company’s Board of Directors (the “Board”) in accordance
with Nevada law. At 9:30 a.m. Eastern Time, on February 13, 2026, the Company’s Common Stock began trading on a split-adjusted
basis on the Nasdaq Stock Market under the Company’s existing trading symbol “FGNX.” The new CUSIP number following
the Reverse Stock Split is 30329Y403. The Reverse Stock Split has no effect on the par value of the Common Stock or the authorized
shares and par value of outstanding preferred stock.
Pursuant
to the Reverse Stock Split, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically
into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such
stockholder immediately prior to the Reverse Stock Split, divided by (ii) five (5), with such resulting number of shares rounded down
to the nearest whole share. No fractional shares will be issued in connection with the Reverse Stock Split, rather shareholders who would
otherwise receive fractional shares will receive cash payments in lieu of such fractional shares.
Currently,
the Company has approximately 32,776,218 shares of Common Stock outstanding. After the Reverse Stock Split, the Company expects to
have approximately 6,550,000 shares outstanding. Each stockholder’s percentage ownership interest in the Company and proportional
voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares.
The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split. Proportionate
adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options
and warrants of the Company.
Stockholders
who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock
Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required
to) send the certificates to the Company’s transfer agent and registrar, Broadridge Financial Solutions, LLC, who will issue a
new stock certificate reflecting the Reverse Stock Split to each requesting stockholder.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 3.1 |
|
Certificate of Change filed by FG Nexus Inc. on February 10, 2026 |
| 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:
February 13, 2026 |
By: |
/s/
Mark D. Roberson |
| |
Name:
|
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
