FG Nexus (NASDAQ: FGNX) massively expands authorized stock and shifts governance

Rhea-AI Filing Summary

FG Nexus Inc. amended its articles of incorporation to dramatically expand its capital structure and adjust several governance provisions. Authorized common stock rose from 1,000,000,000 to 900,000,000,000 shares, while authorized preferred stock increased from 500,000,000 to 100,000,000,000 shares.

Within preferred stock, 10,000,000,000 shares are now designated as 8% cumulative preferred, Series A, par value $25.00, and 90,000,000,000 shares are undesignated preferred with $0.001 par value. The amendment also requires certain internal corporate lawsuits to be brought exclusively in the Eighth Judicial District Court in Clark County, Nevada, to be tried before a judge rather than a jury.

The company clarified that future name changes will not need stockholder approval, and it opted out of Nevada’s interested stockholder combination and control share statutes. Related by-law voting thresholds for amendments are expected to be clarified. The charter amendment became effective when filed with the Nevada Secretary of State on October 7, 2025.

Positive

• None.

Negative

• Massive increase in authorized equity: Authorized common stock rose from 1,000,000,000 to 900,000,000,000 shares and preferred from 500,000,000 to 100,000,000,000 shares, significantly expanding the company’s capacity to issue additional securities, which could be dilutive if extensively used.
• Less stockholder-friendly governance posture: The company imposed exclusive Nevada forum and non-jury provisions for certain internal actions and opted out of Nevada’s interested stockholder combination and control share statutes, shifting elements of control and dispute resolution away from stockholders.

Insights

Corporate governance and capital markets analyst

FG Nexus vastly expanded authorized shares and revised governance terms.

FG Nexus Inc. increased authorized common stock from 1,000,000,000 to 900,000,000,000 shares and preferred stock from 500,000,000 to 100,000,000,000 shares. This gives the company very large capacity to issue additional equity or preferred instruments in the future if it chooses.

The amendment also restructures preferred stock into 10,000,000,000 designated 8% cumulative Series A shares and 90,000,000,000 undesignated preferred shares. Separately, the company adopted Nevada forum and non-jury provisions for certain internal corporate disputes, and opted out of Nevada’s interested stockholder combination and control share statutes.

These changes materially affect potential future capital raising and the legal framework for stockholder disputes and control situations. Their practical impact will depend on how many new shares are ultimately issued and how the revised governance terms interact with any future transactions and stockholder actions.

8-K Event Classification

3 items: 5.03, 7.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

What major change to authorized shares did FG Nexus Inc. (FGNX) approve?

FG Nexus Inc. massively increased its authorized capital. Authorized common stock rose from 1,000,000,000 to 900,000,000,000 shares and authorized preferred stock increased from 500,000,000 to 100,000,000,000 shares under the amended articles of incorporation.

How did FG Nexus Inc. (FGNX) restructure its preferred stock in this amendment?

The company designated 10,000,000,000 preferred shares as 8% cumulative preferred stock, Series A, with a $25.00 par value. It also authorized 90,000,000,000 undesignated preferred shares with a $0.001 par value, allowing flexibility for future preferred series.

What new forum and jury provisions did FG Nexus Inc. (FGNX) adopt for internal actions?

Certain “Concurrent Jurisdiction Actions” and “Internal Actions” must now be brought solely or exclusively in the Eighth Judicial District Court of Clark County, Nevada, and are to be tried before a judge rather than a jury, consistent with Nevada statute NRS 78.046(4).

How did FG Nexus Inc. (FGNX) change rules around corporate name changes?

The amendment clarifies that changing the company’s name does not require stockholder consent, consistent with Nevada statute NRS 78.390(8). This allows management and the board to implement future name changes without seeking a separate stockholder vote.

What Nevada corporate statutes did FG Nexus Inc. (FGNX) opt out of?

FG Nexus Inc. opted out of Nevada’s interested stockholder combination provisions in NRS 78.411–78.444 and the control share provisions in NRS 78.378–78.3793. These opt-outs affect how future control transactions and large stockholder combinations are regulated.

Will FG Nexus Inc. (FGNX) change its by-laws in connection with this charter amendment?

The company indicated it intends to amend its by-laws to clarify applicable voting thresholds for proposed by-law amendments. This by-law update is connected to the broader charter changes but detailed language will depend on the final by-law revisions.

When did FG Nexus Inc.’s (FGNX) charter amendment become effective?

The charter amendment was filed with, and declared effective by, the Nevada Secretary of State on October 7, 2025. The company subsequently issued a press release on October 8, 2025, announcing the filing and effectiveness of this amendment.