UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(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 | ||
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 8.01 Other Events
On October 14, 2025, FG Nexus Inc. (the “Company”) filed a resale registration statement on Form S-3ASR to register for resale the 40,000,000 shares of the Company’s $0.001 common stock (“Common Stock”) underlying the pre-funded warrants sold in the Company’s recent $200,000,000 private placement (the “PIPE Offering”). As of October 14, 2025, pre-funded warrants to purchase an aggregate number of 3,473,189 shares of Common Stock have not yet been exercised.
As of October 14, 2025, the Company sold an aggregate amount of 2,141,658 shares of Common Stock pursuant to the Company’s current $5,000,000,000 At-the-Market offering.
Based on the foregoing, the Company, as of October 14, 2025, has a total of 39,996,674 shares of Common Stock issued and outstanding and a free float of 38,783,043 shares of Common Stock, after deducting 1,213,631 shares of Common Stock held by affiliates.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 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: | October 14, 2025 | By: | /s/ Mark D. Roberson |
| Name: | Mark D. Roberson | ||
| Title: | Chief Financial Officer | ||