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 1324, 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 1024, 2026, the board of directors (the “Board”) of FG Nexus Inc., a Nevada corporation (the “Company”), adopted ~~filed~~resolutions anthat ~~amendment~~it is advisable and in the interests of the Company to ~~its~~amend ~~Certificate~~Article I, Section 6 of ~~Change~~the Company’s By-Laws (the “~~Amendment~~By-Laws”) ~~with~~to revise the ~~Secretary~~quorum ofthreshold ~~State~~for ofconvening ~~the~~meetings ~~State~~ of ~~Nevada~~stockholders, to ~~effect~~that anumber ~~1-for-5~~of ~~reverse~~holders of shares of outstanding capital stock ~~split~~of ~~effective~~the atCompany ~~9:30 a.m.~~representing ~~Eastern~~one-third ~~Time~~(1/3) onof ~~February~~the 13voting power, ~~2026~~which (includes the ~~“Reverse~~voting ~~Stock~~power ~~Split”)~~that ofis present ~~the~~in ~~Company’s~~person ~~common~~or ~~stock~~by proxy, ~~par~~regardless ~~value~~of ~~$0.001 per~~whether ~~share (~~the ~~“Common~~proxy ~~Stock”).~~has ~~The~~authority ~~Amendment~~to ~~also~~vote ~~reduced~~on ~~the~~any ~~Company’s~~matter, ~~authorized~~shall ~~shares~~constitute a quorum for the transaction of ~~common~~business ~~stock~~at ~~from~~such ~~900~~meeting,~~0000,000 shares~~ toexcept ~~180,000,000~~that ~~shares.~~when ~~The~~specified ~~Amendment~~business ~~was~~is ~~approved~~to be voted on by ~~the~~a ~~Company’s~~class ~~Board~~or series of ~~Directors~~stock ~~(the~~voting ~~“Board”)~~as a inclass, ~~accordance with~~the ~~Nevada~~holders ~~law.~~of Atshares ~~9:30~~representing ~~a.m.~~one-third ~~Eastern~~(1/3) ~~Time,~~of onthe ~~February~~voting ~~13,~~power ~~2026,~~of the ~~Company’s~~class ~~Common~~or ~~Stock~~series ~~began~~that ~~trading~~is onpresent ain ~~split-adjusted~~person or by ~~basis~~proxy, onregardless of whether the ~~Nasdaq~~proxy ~~Stock~~has ~~Market~~authority ~~under~~to ~~the~~vote ~~Company’s~~on ~~existing~~any ~~trading~~matter, ~~symbol~~constitutes ~~“FGNX.”~~a ~~The~~quorum ~~new~~of ~~CUSIP~~such ~~number~~class ~~following~~ or series for the ~~Reverse~~transaction of ~~Stock~~such ~~Split~~business is(the ~~30329Y403~~“Amendment”). The ~~Reverse~~Board ~~Stock~~approved ~~Split~~and ~~has~~adopted nothe ~~effect~~Amendment, on ~~the~~February ~~par~~24, ~~value~~2026 ofand the ~~Common Stock or the authorized~~Amendment ~~shares~~is ~~and~~effective ~~par~~as ~~value~~ of ~~outstanding~~February ~~preferred~~24, ~~stock~~2026.

Pursuant to the Reverse Stock Split, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by (ii) five (5), with such resulting number of shares rounded down to the nearest whole share. No fractional shares will be issued in connection with the Reverse Stock Split, rather shareholders who would otherwise receive fractional shares will receive cash payments in lieu of such fractional shares.

Currently, the Company has approximately 32,776,218 shares of Common Stock outstanding. After the Reverse Stock Split, the Company expects to have approximately 6,550,000 shares outstanding. Each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split. Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants of the Company.

Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, Broadridge Financial Solutions, LLC, who will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder.

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		~~Certificate~~Amendment ofto ~~Change~~By-Laws ~~filed~~of by FG Nexus Inc. effective on February 1024, 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 13, 2026	By:	/s/ Mark D. Roberson
Date: February 27, 2026	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Financial Officer

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