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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): May 18, 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 May 18, 2026, announcing that the board of directors of the Company
declared a cash dividend of $0.50 per share on the Company’s 8.00% Cumulative Preferred Stock, Series A (the “Preferred Stock”)
for the period commencing on March 15, 2026 and ending on June 14, 2026, payable on June 15, 2026 to holders of record of the Preferred
Stock on June 1, 2026 (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 May 18, 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: May 18, 2026 |
By: |
/s/ Mark
D. Roberson |
| |
Name: |
Mark D. Roberson |
| |
Title: |
Chief Financial Officer |
Exhibit
99.1

FG
Nexus Inc. Declares Cash Dividend on Its 8.00% Cumulative Preferred Stock, Series A
Charlotte,
NC – May 18, 2026 – FG Nexus Inc. (Nasdaq: FGNX, FGNXP) (the “Company” or “FG Nexus”) today announced
that it has declared a quarterly cash dividend on its 8.00% Cumulative Preferred Stock, Series A (the “Preferred Stock”).
In
accordance with the terms of the Preferred Stock, the board of directors of the Company declared a Preferred Stock cash dividend of $0.50
per share for the period commencing on March 15, 2026 and ending on June 14, 2026. The dividend is payable on June 15, 2026 to holders
of record on June 1, 2026. The Preferred Stock is currently listed on the Nasdaq Stock Market and trades under the ticker symbol “FGNXP”.
Kyle
Cerminara, Chairman & CEO of FG Nexus stated, “This is the 33rd consecutive quarter we have paid a dividend on our Preferred
Stock. We are pleased to continue our long-standing record of returning capital to holders of our Preferred Stock and appreciate their
continued support as we advance FG Nexus’ strategy.”
About
FG Nexus
FG
Nexus (Nasdaq: FGNX, FGNXP) is a digital asset treasury and merchant bank focused on building a leading platform of real-world assets.
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.
Investor
Contact
invest@fgnexus.io
Media
Contact
media@fgnexus.io