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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): October 7, 2025
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
A
majority of the stockholders of FG Nexus Inc.(the “Company”), by written consent, dated September 4, 2025, the Company approved
a certificate of amendment to its amended and restated articles of incorporation (the “Charter Amendment”) to (a) increase
the total number of authorized shares of common stock, par value $0.001 per share (the “Common Stock”) from 1,000,000,000
shares to 900,000,000,000 shares and the total number of authorized shares of preferred stock (collectively, the “Preferred Stock)
from 500,000,000 shares to 100,000,000,000 shares (collectively, the “Preferred Stock”), of which (i) 10,000,000,000 shares
of Preferred Stock (increased from 15,000,000 shares) are designated 8% cumulative preferred stock, Series A, par value $25.00 (the “Series
A Preferred Stock”), and (ii) 90,000,000,000 shares of Preferred Stock (increased from 485,000,000 shares) are undesignated preferred
stock, par value $.001 per share (the “Undesignated Preferred Stock”), (b) require that certain “Concurrent Jurisdiction
Actions” and “Internal Actions” (as such terms are defined in NRS 78.046, collectively, the “Internal Actions”)
must be brought solely or exclusively in the Eighth Judicial District Court of Clark County in the State of Nevada and that such Internal
Actions should be tried before a judge rather than a jury, in accordance with NRS 78.046(4); (c) clarify that any change of the Company’s
name shall not require consent of the Company’s stockholders, in accordance with NRS 78.390(8); (d) have the Company “opt
out” to the interested stockholder combination provisions set forth in NRS Sections 78.411 to 78.444, inclusive; and (e) have the
Company “opt out” to the control share provisions set forth in NRS Sections 78.378 to 78.3793, inclusive (the “Additional
Charter Amendment”). In connection with the Additional Charter Amendment, we also intend to amend our By-laws to clarify the applicable
voting thresholds for proposed amendments to the By-Laws.
The
Charter Amendment was filed with and declared effective by the Secretary of State of the State of Nevada, on October 7, 2025.
A
copy of the Charter Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item
7.01 Regulation FD
The
Company issued a press release on October 8, 2025, announcing the filing of the Charter Amendment (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 |
| 3.1 |
|
Certificate of Amendment, dated October 7, 2025, to the Amended and Restated Articles of Incorporation of FG Financial Group, Inc., as filed with the Secretary of State of the State of Nevada |
| 99.1 |
|
Press Release Issued by FG Nexus Inc. on October 8, 2025 |
| 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:
October 8, 2025 |
By: |
/s/
Mark D. Roberson |
| |
Name:
|
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
