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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): June 30, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 24, 2026, the Board of Directors (the “Board”) of FG Nexus Inc. (the “Company”) approved a strategic
decision to formally establish a new real estate operating subsidiary and authorized management to continue reducing the
Company’s exposure to digital assets by exiting the Company’s digital asset business. In connection with that decision,
the Board also approved the elimination of the position of the Company’s CEO - Digital Assets Division, effective June 30,
2026, concluding that the position would no longer be necessary following the Company’s exit from the digital asset
business.
Effective June 30, 2026, Maja Vujinovic’s employment with the Company ceased and she resigned as a member of the Board in connection with
her entry into a consulting arrangement with the Company. Mrs. Vujinovic’s consulting arrangement will be for a period of 6 months in exchange for a fee of $325,000.
In connection with her separation from employment,
and pursuant to the terms of her previously disclosed Employment Agreement, and subject to Mrs. Vujinovic’s timely execution and
non-revocation of a general release of claims in favor of the Company, Mrs. Vujinovic will be entitled to receive the following in accordance
with the terms of her employment agreement:
| ● | cash
severance and benefits equal to six months of her base salary, totaling $300,000; |
| ● | a
prorated annual bonus for 2026 totaling $150,000; |
| ● | the
Company will issue Mrs. Vujinovic a warrant to purchase 25,000 shares of the Company’s
common stock, with an exercise price equal to the reported closing price of the Company’s
common stock on the trading day immediately preceding issuance. Mrs. Vujinovic’s existing
warrants remain outstanding and unaffected by the separation. |
| ● | payment
for accrued but unused paid time off in accordance with Company policy; and |
| ● | Company-paid
continuation of COBRA health insurance coverage for six months, subject to applicable law
and the terms of the Employment Agreement. |
The
foregoing description of Mrs. Vujinovic’s separation agreement does not purport to be complete and is qualified in its
entirety by the terms and conditions of the actual agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item
7.01 Regulation FD Disclosure.
The
Company issued a press release on July 1, 2026, announcing the Company’s strategic decision to formally establish a new real
estate operating subsidiary, authorized management to continue reducing the Company’s exposure to digital assets by exiting
the Company’s digital asset business and the departure of Mrs. Vujinovic (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 |
| 10.1 |
|
Separation Agreement, dated June 30, 2026, between FG Nexus Inc. and Maja Vujinovic |
| 99.1 |
|
Press Release Issued by FG Nexus Inc. on July 1, 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:
July 1, 2026 |
By: |
/s/
Mark D. Roberson |
| |
Name:
|
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
FG
Nexus Announces Plans to Establish New Real Estate Division and Exit the Digital Asset Business
Charlotte,
NC, July 1, 2026 (GLOBE NEWSWIRE) — FG Nexus (Nasdaq: FGNX, FGNXP) (the “Company”), today announced that the
Company’s Board of Directors has authorized management to proceed with the establishment of a new real estate operating subsidiary
focused primarily on the acquisition of land-lease manufactured housing properties.
The
Board of Directors also authorized management to continue reducing the Company’s exposure to digital assets, reallocate capital to real
estate acquisitions and to exit the Company’s digital asset business. The Company intends to advance its strategy to build a leading
platform for tangible assets and believes that the establishment of an in-house real estate division, along with the previously announced
potential combination with FG Communities, Inc, a self-administered, self-managed real estate investment company would accelerate a strategic
expansion into income-producing affordable housing, providing a durable foundation for long-term growth and scalable capital formation.
Kyle
Cerminara, Chairman & CEO of FG Nexus, stated “We believe manufactured housing represents one of the most compelling combinations
of durable cash flow, intrinsic asset value, and long-term demand tailwinds in the United States. We have identified a solid pipeline
of target properties to begin acquiring while we also continue to advance the previously announced potential acquisition of FG
Communities. Our intent is to reallocate all of our capital from digital assets to cash flow producing real estate over the near term.”
In
connection with this strategic transition away from the digital asset business. Maja Vujinovic, Co-Founder and CEO of FG Nexus’s
Digital Assets Division, will step down from that role and from the Company’s Board of Directors and will support
the transition as a strategic consultant. Mrs. Vujinovic has been building in digital assets since 2011 and in artificial intelligence
since 2016.
Scott
Wollney, Lead Independent Director of the Company, commented, “We wish to express our gratitude for the contributions of Mrs.
Vujinovic over the past year and for her ongoing support as the Company’s strategic direction evolves from digital assets to tangible
assets.”
Mrs.
Vujinovic commented, “As the company evolves its focus toward real estate, merchant banking and away from digital assets, I
have made the decision to step away and pursue opportunities more aligned with my background. I wish the team well and am grateful
for the experience.”
About
FG Nexus
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 (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are
therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking
terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,”
“continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,”
“forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,”
“may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,”
“probable,” “probably,” “pro-forma,” “project,” “seek,” “should,”
“target,” “view,” “will,” “would,” “will be,” “will continue,”
“will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions
and statements regarding the Company’s future business plans and initiatives are forward-looking in nature. We have based these
forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable,
such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control.
These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking statements and may impact our ability to implement and execute
on our future business plans and initiatives. Management cautions that the forward-looking statements in this press release are not guarantees
of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will
occur. Factors that might cause such a difference include, without limitation, the Company’s ability to execute its business plans
which are contemplated to include increasing the Company’s scale through acquisition, the tokenization of real world assets, fluctuations
in the market price of ETH and other digital assets and any associated mark to market charges or impairments that the Company may incur
as a result of a decrease in the market price of ETH and other digital assets below the value at which the Company’s ETH and other
digital assets are carried on its balance sheet, changes in the accounting treatment relating to the Company’s digital asset holdings,
the Company’s ability to achieve profitable operations, government regulation of digital assets, changes in securities laws or
regulations such as accounting rules as discussed below, customer acceptance of new products and services including the Company’s
real world tokenization and ETH treasury strategies, general conditions in the global economy; risks associated with operating in the
merchant banking industry; risks of not being able to execute on our asset management strategy and potential loss of value of our holdings;
risk of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; risks of not
being able to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure
of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of
internal controls; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated
filer;; and potential conflicts of interest between us and our directors and executive officers.
Our
expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying
assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to
place undue reliance on forward-looking statements. Under U.S. generally accepted accounting principles, entities are required to measure
certain crypto assets at fair value, with changes reflected in net income each reporting period. Changes in the fair value of crypto
assets could result in significant fluctuations to the income statement results. The forward-looking statements are made only as of the
date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation
to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information,
future events or developments.
Media
Contact: media@fgnexus.io
Investor
Contact: invest@fgnexus.io
