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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
11, 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
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. ☐
EXPLANATORY
NOTE
On August 12, 2025, FG Nexus
Inc. f/k/a Fundamental Global Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”)
related to the issuance of a press release on August 11, 2025, announcing the Company’s 47,331 ETH purchase (the “Press Release”).
This Amendment No. 1 to the Original Form 8-K replaces Exhibit 99.1 which was not the press release referenced in the Original Form 8-K
with a new Exhibit 99.1 which is the press release referenced in the Original Form 8-K.
Item
7.01 Regulation FD
FG Nexus Inc. (the “Company”) issued a press release on August 11, 2025, announcing the Company’s 47,331 ETH
purchase (the “Press Release”). A copy of 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 is “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 the Company on August 11, 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:
September 18, 2025 |
By: |
/s/
Mark D. Roberson |
| |
Name: |
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
