FG Nexus (NASDAQ: FGNX) lowers shareholder meeting quorum to one-third

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FG Nexus Inc. reported a change to its corporate bylaws affecting how shareholder meetings reach a quorum. Effective February 24, 2026, meetings of stockholders now require shareholders representing one-third of the voting power, present in person or by proxy, to constitute a quorum.

When a specific class or series of stock votes separately, holders representing one-third of the voting power of that class or series, present in person or by proxy, will form a quorum for that business. The amendment to Article I, Section 6 of the bylaws was approved by the board of directors and is filed as Exhibit 3.1.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

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 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 →

02/27/2026 - 09:00 AM

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): February 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 3.03 Material Modification to Rights of Security Holders.

On February 24, 2026, the board of directors (the “Board”) of FG Nexus Inc., a Nevada corporation (the “Company”), adopted resolutions that it is advisable and in the interests of the Company to amend Article I, Section 6 of the Company’s By-Laws (the “By-Laws”) to revise the quorum threshold for convening meetings of stockholders, to that number of holders of shares of outstanding capital stock of the Company representing one-third (1/3) of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on any matter, shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing one-third (1/3) of the voting power of the class or series that is present in person or by proxy, regardless of whether the proxy has authority to vote on any matter, constitutes a quorum of such class or series for the transaction of such business (the “Amendment”). The Board approved and adopted the Amendment, on February 24, 2026 and the Amendment is effective as of February 24, 2026.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
3.1		Amendment to By-Laws of FG Nexus Inc. effective on February 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: February 27, 2026	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did FGNX disclose in this 8-K filing?

FG Nexus Inc. disclosed a bylaw amendment changing the shareholder meeting quorum requirement to one-third of the voting power. This applies to overall meetings and to separate class or series votes, using holders present in person or by proxy to determine quorum.

What is the new quorum threshold for FGNX shareholder meetings?

The new quorum threshold is shareholders representing one-third of the company’s voting power. This includes voting power present in person or by proxy, even if the proxy lacks authority to vote on specific matters considered at the meeting.

When did FGNX’s amended quorum bylaw become effective?

The amended quorum bylaw for FG Nexus Inc. became effective on February 24, 2026. The board of directors approved and adopted the change on the same date, and the company later reported it in a current report signed by its Chief Financial Officer.

How does the new quorum rule apply to specific stock classes of FGNX?

When specified business is voted on by a class or series of stock, shareholders representing one-third of that class’s voting power form a quorum. This one-third threshold is based on holders present in person or by proxy for that particular class or series.

Where can investors find the full text of FGNX’s bylaw amendment?

Investors can find the full text of the bylaw amendment as Exhibit 3.1. The company describes its summary as incomplete and expressly incorporates the complete amendment text by reference for detailed review of the new quorum provisions.

What securities of FGNX are listed on The Nasdaq Stock Market?

FG Nexus Inc. lists its Common Stock, $0.001 par value per share, under symbol FGNX and its 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share, under symbol FGNXP, both on The Nasdaq Stock Market LLC.

Filing Exhibits & Attachments

5 documents