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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): 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 | |
Exhibit 3.1
AMENDMENT TO BY-LAWS
OF
FG NEXUS INC.,
a Nevada corporation
This AMENDMENT TO BY-LAWS (the “Amendment”) of FG NEXUS INC., a Nevada corporation (the “Corporation”), is effective as of February 24, 2026 (the “Amendment Effective Date”).
WHEREAS, Article VII, Section 11 of the By-Laws of the Corporation in effect immediately prior to the Amendment Effective Date (the “Current By-Laws”) provides, in relevant part, that the Current By-laws may be altered or amended by a vote of the Board of Directors of the Corporation (the “Board”); and
WHEREAS, the Board desires to amend the Current By-Laws as set forth in this Amendment, effective as of the Effective Date.
NOW, THEREFORE, the Current By-Laws are hereby amended as follows, effective as of the Amendment Effective Date.
| 1. | Amendment to By-Laws. Article I, Section 6 of the Current By-Laws (as so amended, the “By-Laws”) is hereby deleted in its entirety and replaced with the following: |
SECTION 6. QUORUM. Except as otherwise provided by applicable law, the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended or restated from time to time, or these By-Laws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation 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.
| 2. | Effect on By-Laws. The terms of this Amendment shall modify and amend the terms of the Current By-Laws to the extent expressly modified and amended herein, but every other term and condition contained in the Current By-Laws is hereby ratified, affirmed, and remains in full force and effect and shall remain unchanged unless expressly amended or modified hereby or by another written instrument entered into in accordance with the terms of the By-Laws. |
| 3. | Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any conflict of laws principles that would result in the application of the laws of any jurisdiction other than the State of Nevada. |
IN WITNESS WHEREOF, the Corporation has caused this Amendment to By-Laws to be executed by its duly authorized representative as of the Amendment Effective Date.
| CORPORATION: | ||
| FG NEXUS INC. | ||
| By: | /s/ D. Kyle Cerminara | |
| Name: | D. Kyle Cerminara | |
| Title: | Chief Executive Officer | |