FG Nexus (NASDAQ: FGNX) completes 1-for-5 reverse split, cuts authorization

Rhea-AI Filing Summary

FG Nexus Inc. approved and implemented a 1-for-5 reverse stock split of its common stock, effective at 9:30 a.m. Eastern Time on February 13, 2026. Common shares now trade on a split-adjusted basis on the Nasdaq Stock Market under the existing symbol FGNX with a new CUSIP 30329Y403.

The company also reduced its authorized common shares from 900,0000,000 to 180,000,000. Approximately 32,776,218 common shares outstanding before the split are expected to become about 6,550,000 shares after the split. Each holder’s percentage ownership and voting power is intended to remain substantially the same, aside from minor changes from fractional share rounding.

No fractional shares will be issued; stockholders entitled to a fraction will receive cash instead. Outstanding options and warrants will be adjusted proportionately to preserve their economic terms, and the rights and privileges of common stockholders are described as substantially unaffected by this change.

Insights

Equity Capital Markets Analyst

FG Nexus consolidates equity 1-for-5 and cuts authorized shares.

FG Nexus Inc. is effecting a 1-for-5 reverse stock split while simultaneously reducing authorized common shares from 900,0000,000 to 180,000,000. This materially changes the share count framework but is designed to leave each investor’s percentage ownership and voting power largely unchanged.

The split shrinks outstanding shares from approximately 32,776,218 to about 6,550,000, which increases the per-share price mechanically and lowers share float. Proportionate adjustments to options and warrants help preserve existing economic incentives for employees and investors holding derivatives.

Trading in split-adjusted shares under the existing symbol FGNX began on February 13, 2026, with cash paid for fractional entitlements. Future company disclosures can clarify how the lower authorized share count influences any potential future equity issuances or capital-raising flexibility.

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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

FAQ

What reverse stock split did FG Nexus Inc. (FGNX) implement?

FG Nexus implemented a 1-for-5 reverse stock split of its common stock. Every five previously outstanding shares are now combined into one share, with trading on a split-adjusted basis beginning February 13, 2026 on the Nasdaq Stock Market under the symbol FGNX.

How does the FG Nexus (FGNX) reverse split affect shares outstanding?

The reverse split reduces outstanding common shares from approximately 32,776,218 to about 6,550,000. While the share count falls sharply, the company states each stockholder’s percentage ownership and proportional voting power are intended to remain substantially unchanged, except for minor effects from fractional share rounding.

Did FG Nexus (FGNX) change its authorized common shares in this action?

Yes. FG Nexus reduced its authorized common stock from 900,0000,000 shares to 180,000,000 shares. This change accompanies the 1-for-5 reverse split and reshapes the company’s capacity to issue additional common shares in the future under its charter.

How will FG Nexus (FGNX) handle fractional shares from the reverse split?

FG Nexus will not issue fractional shares in the reverse stock split. Instead, stockholders who would otherwise receive fractional shares will receive cash payments in lieu of those fractions, simplifying post-split holdings and avoiding very small share positions on investor accounts.

Do FG Nexus (FGNX) stockholders need to take action after the reverse split?

Stockholders holding shares electronically in brokerage accounts do not need to act; positions adjust automatically. Stockholders with paper certificates may, but are not required to, send them to the transfer agent, Broadridge Financial Solutions, LLC, to receive new certificates reflecting the split.

How are FG Nexus (FGNX) options and warrants affected by the reverse split?

FG Nexus will make proportionate adjustments to all outstanding options and warrants. Both the per-share exercise price and the number of underlying shares will be recalculated so that the economic value of these instruments aligns with the new post-split share structure.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 EX-3.1 1.2 KB
• EX-3 GRAPHIC 711.3 KB
• EX-101 XBRL SCHEMA FILE 3.6 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB