FG Nexus Inc. 8-K

What Happened FG Nexus Inc. announced that its Board of Directors adopted an amendment to Article I, Section 6 of the company By-Laws on February 24, 2026, changing the quorum requirement for stockholder meetings. The amendment sets a quorum at holders of shares representing one-third (1/3) of the voting power of outstanding capital stock, counting voting power present in person or by proxy regardless of whether the proxy has authority to vote on any matter. For votes by a specific class or series, a quorum is likewise one-third (1/3) of the voting power of that class or series present in person or by proxy. The full text of the amendment is filed as Exhibit 3.1 to the Form 8-K.

Key Details

• Board adopted and made the amendment effective on February 24, 2026.
• New quorum: one-third (1/3) of the voting power of outstanding capital stock (or of a class/series when applicable).
• Quorum counts voting power present in person or by proxy, even if the proxy lacks authority to vote on particular matters.
• Amendment is documented in Exhibit 3.1 to the 8-K filing.

Why It Matters A lower or clarified quorum threshold affects how easily the company can convene valid stockholder meetings and transact business at those meetings. By defining quorum as one-third of voting power (including proxies regardless of authority), fewer shares may be required to be present to proceed with meetings, which can influence the scheduling and outcome of votes on corporate matters. Investors should review the Exhibit 3.1 amendment and consider how the change may affect shareholder engagement and governance at FG Nexus.