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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): September 5, 2025
FUNDAMENTAL
GLOBAL INC.
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
FUNDAMENTAL
GLOBAL INC.
(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
1.01 Entry into a Material Definitive Agreement.
FG
Nexus Inc. formerly known as Fundamental Global Inc. (the “Company”) previously announced that on July 29, 2025 it entered
into securities purchase agreement with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed
to sell and issue to the Purchasers in a private placement offering (the “Offering”) pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to an aggregate of 40,000,000 shares (the “Pre-Funded Warrant Shares,”) of the Company’s
common stock, par value $.001 per share (the “Common Stock”) at an offering price of $5.00 per Pre-Funded Warrant including
the nominal exercise price of $.001 per Pre-Funded Warrant Share (the “PFW Purchase Price”), payable at the option of the
Purchaser in cash, Bitcoin, USDC or ETH, the native token of the Ethereum network. If Purchaser elects to pay the PFW Purchase Price
in a cryptocurrency, then the amount of such cryptocurrency to be paid shall equal (a) the per PFW Purchase Price, divided by (b) the
spot exchange rate for that cryptocurrency (i.e. BTC, ETH or USDC, as applicable) as published by Coinbase.com at 8:00 p.m. (New York
City time) on July 25, 2025.
Each
of the Pre-Funded Warrants is immediately exercisable, upon the effectiveness of an amendment to the Company’s Articles of Incorporation
providing for, another other things, an increase in the amount of authorized shares of Common Stock, for one share of Common Stock at
the exercise price of $0.001 per Pre-Funded Warrant Share and may be exercised at any time until all of the Pre-Funded Warrants issued
in the Offering are exercised in full. Certain Pre-Funded Warrants were issued with an automatic exercise feature (the “Automatic
PFWs”), which will result in the automatic exercise of such Pre-Funded Warrant upon the effectiveness of an amendment to the
Company’s amended and restated articles of incorporation providing for, among other things, an increase in the amount of authorized
shares of Common Stock (the “Charter Amendment”).
On
September 5, 2025, the Charter Amendment was declared effective by the Nevada Secretary of State. Accordingly, when the Charter Amendment
was declared effective 34,026,811 Automatic PFWs converted into 34,026,811 shares of Common Stock. As of the filing of this Current
Report on Form 8-K, the Company has 35,355,365 shares of Common Stock issued and outstanding.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by a majority of its stockholders by written consent, dated July 23, 2025, the Company filed a certificate of amendment to its
amended and restated articles of incorporation with the Nevada Secretary of State on September 5, 2025 to (i) increase the total number
of authorized shares of Common Stock from 4,000,000 to 1,000,000,000, (ii) increase the total the number of authorized shares of preferred
stock, par value $.001 per share (the “Undesignated Preferred Stock”) from 100,000,000 to 500,000,000, (iii) increase
the total the number of authorized shares of 8% cumulative preferred stock, Series A (the “Series A Preferred Stock”) from
1,000,000 to 15,000,000 and (iv) change the name of the Company to “FG Nexus Inc.” (the “Charter Amendment”).
The Charter Amendment was declared effective on September 5, 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
Fundamental
Global Inc. (the “Company”) issued a press release on September 5, 2025, announcing the filing of the Charter Amendment and
the conversion of the Automatic PFWs into shares of common stock of the Company (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 September 5, 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 September 5, 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 5, 2025 |
By: |
/s/
Mark D. Roberson |
| |
Name: |
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
