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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 24, 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
7.01 Regulation FD Disclosure.
FG
Nexus Inc. (the “Company”) issued a press release on September 24, 2026, announcing that the Company will change, effective
at market open on Monday, September 28, 2026, its name to FG Communities Holdings Inc. and that in connection with the name change, the
Company’s ticker symbols on The Nasdaq Stock Market will change as follows to: FGC for its Common Stock replacing the previous
symbol “FGNX” and FGCPP for its Series A Preferred Shares, replacing the previous symbol “FGNXP” (the “Press
Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
As
provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 are “furnished” and shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 99.1 |
|
Press Release Issued by FG Nexus Inc. on September 24, 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:
September 25, 2026 |
By: |
/s/
Mark D. Roberson |
| |
Name:
|
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1

FG Nexus Inc. Announces Name Change to FG Communities Holdings Inc.
Ticker symbols to change from FGNX and FGNXP to
FGC and FGCPP on Nasdaq
Charlotte, NC – September 24, 2026 –
FG Nexus (Nasdaq: FGNX, FGNXP) (the “Company”) announced that it has filed a Certificate of Amendment to its amended and restated
articles of incorporation with the Nevada Secretary of State. Pursuant to the Certificate of Amendment, the Company will change its name
to FG Communities Holdings Inc. In conjunction with the name change, the Company’s ticker symbols on The Nasdaq Stock Market will
change as follows to: FGC for its Common Stock replacing the previous symbol “FGNX” and FGCPP for its Series A Preferred Shares,
replacing the previous symbol “FGNXP,” effective at market open on Monday, September 28, 2026.
Kyle Cerminara, Chairman and CEO, commented, “We
have made tremendous progress evolving our business model, and the new name better reflects our transformation into a leading owner and
operator of land-lease affordable housing communities. We look forward to driving sustained long-term value for our shareholders.”
About FG Nexus Inc.
FG Nexus (Nasdaq: FGNX, FGNXP)
is a merchant bank and real estate focused operating company.
The FGNX®
logo is a registered trademark.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements are entitled to the protection of the safe-harbor provisions of those laws.
Forward-looking statements include statements concerning
the closing and anticipated benefits of the Company’s proposed investment in FG Communities; the Company’s strategy to make
direct investments in affordable housing communities; the acquisition, ownership, operation and financing of manufactured housing communities;
the use of cash, debt financing and proceeds from common-stock issuances to fund acquisitions; the proposed corporate name and ticker-symbol
changes; future share repurchases; the Company’s acquisition pipeline and growth strategy; and the anticipated size and long-term
characteristics of the manufactured housing market.
These statements are based on management’s current
expectations, assumptions, estimates and projections and involve risks and uncertainties, many of which are beyond the Company’s
control. Actual results could differ materially from those expressed or implied by these statements.
Relevant risks include, among others, the Company’s
ability to complete the proposed investment on anticipated terms; obtain required corporate, regulatory and Nasdaq approvals; successfully
identify, finance, complete and integrate property acquisitions; obtain debt or equity financing on acceptable terms; manage leverage
and potential dilution from equity issuances; realize anticipated operating and financial benefits; maintain adequate liquidity; and appropriately
manage potential conflicts of interest arising from related-party transactions.
Additional risks are described in the Company’s
filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this release. The Company
undertakes no obligation to update or revise any forward-looking statement except as required by law.
Contacts
Media Contact
media@fgnexus.io
Investor Contact
invest@fgnexus.io