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[SCHEDULE 13G/A] FG Nexus Inc. Amended Passive Investment Disclosure

Filing Impact
(Neutral)
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(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

FG Nexus Inc. ownership update: Joseph H. Moglia and affiliated entities report beneficial ownership stakes in the issuer. Mr. Moglia and Moglia Capital LLC each report 397,500 shares (6.1%) and Moglia Trust 1 and 2 report 203,000 shares (3.1%) and 30,000 shares (0.46%), respectively, based on 6,530,207 shares outstanding as of March 23, 2026.

Positive

  • None.

Negative

  • None.

Insights

Beneficial ownership clarified for founder-related entities; no transaction signal beyond disclosed purchases.

The filing consolidates ownership across Joseph H. Moglia, Moglia Capital LLC and two trusts, listing precise share counts and voting/dispositive power for each reporting person. The disclosure anchors percentages to March 23, 2026 outstanding shares.

Cash-flow treatment is not addressed beyond purchase dates; subsequent filings would be required to show any voting coordination or change in control intentions.

Shares outstanding 6,530,207 shares deemed outstanding as of March 23, 2026
Joseph H. Moglia beneficial ownership 397,500 shares reported beneficially owned by Joseph H. Moglia
Moglia Capital LLC ownership 397,500 shares held by Moglia Capital LLC; sole voting and dispositive power
Moglia Trust 1 ownership 203,000 shares held by Moglia Trust 1; trustee Robert C. Weeks
Moglia Trust 2 ownership 30,000 shares held by Moglia Trust 2; trustee Robert C. Weeks
Moglia Capital LLC recent purchases 48,634 shares purchase on March 12, 2026 (one of several purchases listed)
beneficially owned regulatory
"Amount beneficially owned: Moglia Capital LLC purchased"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Schedule 13G/A regulatory
"Form type: SCHEDULE 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
sole dispositive power financial
"Sole Dispositive Power 397,500.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Joint Filing Agreement regulatory
"Exhibit 1 Joint Filing Agreement"





30329Y304

(CUSIP Number)
03/27/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: The 397,500 shares of Common Stock, $0.001 par value per share (the "Common Stock") held by Joseph H. Moglia consists of: 397,500 shares held by Moglia Capital LLC, a Delaware limited liability company for which Mr. Moglia serves as the managing member. Mr. Moglia's percentage ownership interest is based upon 6,530,207shares of Common Stock of the Issuer deemed to be outstanding on March 23, 2026, as reported in the Issuer's Annual Report on Form 10-K filed on March 27, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: The 397,500 shares of Common Stock held by Moglia Capital LLC consists of: 397,500 shares held by Moglia Capital LLC, a Delaware limited liability company for which Mr. Moglia serves as the managing member. Moglia Capital LLC's percentage ownership interest is based upon 6,530,207shares of Common Stock of the Issuer deemed to be outstanding on March 23, 2026, as reported in the Issuer's Annual Report on Form 10-K filed on March 27, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: Consists of 203,000 shares of Common Stock, $0.001 par value per share (the "Common Stock") held by Moglia Trust 1 for which Robert C. Weeks as the trustee. The percentage ownership interest for the Moglia Trust 1 is based upon 6,530,207shares of Common Stock of the Issuer deemed to be outstanding on March 23, 2026, as reported in the Issuer's Annual Report on Form 10-K filed on March 27, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: Consists of 30,000 shares of Common Stock, $0.001 par value per share (the "Common Stock") held by Moglia Trust 2 for which Robert C. Weeks as the trustee. The percentage ownership interest for the Moglia Trust 1 is based upon 6,530,207shares of Common Stock of the Issuer deemed to be outstanding on March 23, 2026, as reported in the Issuer's Annual Report on Form 10-K filed on March 27, 2026.


SCHEDULE 13G



Joseph H. Moglia
Signature:/s/ Joseph H. Moglia
Name/Title:Josph H. Moglia
Date:03/31/2026
Moglia Capital LLC
Signature:/s/ Joseph H. Moglia
Name/Title:Josph H. Moglia
Date:03/31/2026
Moglia Trust 1
Signature:/s/ Robert C. Weeks
Name/Title:Robert C. Weeks, Trustee
Date:03/31/2026
Moglia Trust 2
Signature:/s/ Robert C. Weeks
Name/Title:Robert C. Weeks, Trustee
Date:03/31/2026
Exhibit Information

Exhibit 1 Joint Filing Agreement

FG Nexus Inc

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