8-K/A
FG Nexus Inc. (FGNX)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(AmendmentNo 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August11, 2025
FGNexus Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36366 | 46-1119100 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> Number) |
| 6408 Bannington Road<br><br> <br>Charlotte, NC | 28226 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (704) 994-8279
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Ticker<br> symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value per share | FGNX | The<br> Nasdaq Stock Market LLC |
| 8.00%<br> Cumulative Preferred Stock, Series A, $25.00 par value per share | FGNXP | The<br> 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. ☐
EXPLANATORY
NOTE
On August 12, 2025, FG Nexus Inc. f/k/a Fundamental Global Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) related to the issuance of a press release on August 11, 2025, announcing the Company’s 47,331 ETH purchase (the “Press Release”). This Amendment No. 1 to the Original Form 8-K replaces Exhibit 99.1 which was not the press release referenced in the Original Form 8-K with a new Exhibit 99.1 which is the press release referenced in the Original Form 8-K.
Item7.01 Regulation FD
FG Nexus Inc. (the “Company”) issued a press release on August 11, 2025, announcing the Company’s 47,331 ETH purchase (the “Press Release”). A copy of 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 is “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.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description |
|---|---|
| 99.1 | Press<br> Release Issued by the Company on August 11, 2025 |
| 104 | Cover<br> 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:<br> September 18, 2025 | By: | /s/ Mark D. Roberson |
| Name: | Mark<br> D. Roberson | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
FUNDAMENTALGLOBAL INC. ANNOUNCES 47,331 ETH PURCHASE
Committedto Deployment of ETH Accumulation Strategy
Targetinga 10% Stake in the Ethereum Network
CompanyNow Holds 47,331 ETH
Charlotte,NC – August 11, 2025 - Fundamental Global Inc (Nasdaq: FGNX, FGNXP) (the “Company” or “FG Nexus”), today announced it officially kick started its acquisition of ETH with the goal of creating one of the largest ETH treasury holdings companies in the world.
On July 30, 2015, Ethereum’s genesis block mined 6,400 ETH. Exactly ten years later, the Company believes history has come full circle with FG Nexus launching on the Ethereum Standard by purchasing a symbolic 6,400 ETH. Since this first acquisition, the Company has continued to make several subsequent purchases, and as of August 10, 2025 at 6:30pm EST, the Company now holds 47,331 ETH at $4,228.40 per ETH (Bloomberg).
FG Nexus has already deployed all of the net proceeds from the Company’s announced $200 million private placement towards purchasing ETH. FG Nexus aims to accelerate the accumulation of ETH holdings and the generation of ETH Yield (ETH per share). Under the Company’s ETH treasury holding strategy, ETH Yield becomes the core value creation metric for FG Nexus shareholders.
In order to enhance our ETH Yield, the Company will stake and restake, serving as a strategic gateway into Ethereum-powered finance, including tokenized RWAs and stablecoin yield.
“Ethereum is rapidly becoming the foundation of global digital finance. We plan to continue to promote the global adoption of ETH as a treasury reserve asset,” said Maja Vujinovic, CEO of Digital Assets, FG Nexus. “We plan to become a significant player in the Ethereum network with a goal of a 10% stake in ETH.”
“FG Nexus aims to differentiate through not only our unwavering focus on accumulating ETH, but also by driving ETH yield and leveraging our team’s collective experience and know how in Digital Assets and the Financial Services Industry,” stated Kyle Cerminara, CEO and Chairman of the Company.
“By pairing seamless trading with secure custody through Anchorage Digital, FG Nexus is moving fast while building on rock-solid ground,” states Nathan McCauley, Co-Founder and CEO of Anchorage Digital. “This is exactly the kind of bold, long-term bet we love to power—one that treats ETH not just as an asset, but as the backbone of tomorrow’s financial system.”
“FG Nexus’s strategic commitment to Ethereum reflects an important trend in how digital assets are increasingly becoming essential components of investment portfolios,” said Steve Kurz, Global Head of Asset Management at Galaxy. “We’re proud to partner with and serve as the asset manager for innovative companies like FG Nexus, providing investors with secure, measured access to one of the most exciting and dynamic digital assets available today.”
FundamentalGlobal Inc.
Fundamental Global Inc. (Nasdaq: FGNX, FGNXP), (the “Company” or “FG Nexus”), is on the Ethereum Standard, and singularly focused on becoming the largest corporate holder of ETH in the world by an order of magnitude. In order to enhance our ETH YIELD, the Company will stake and restake, serving as a strategic gateway into Ethereum-powered finance, including tokenized RWAs and stablecoin yield.
The FG^®^ logo and Fundamental Global^®^ are registered trademarks of Fundamental Global LLC.
ForwardLooking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “view,” “will,” “would,” “will be,” “will continue,” “will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions and statements regarding the Company’s future business plans and initiatives are forward-looking in nature. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements and may impact our ability to implement and execute on our future business plans and initiatives. Management cautions that the forward-looking statements in this press release are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, fluctuations in the market price of ETH and any associated impairment charges that the Company may incur as a result of a decrease in the market price of ETH below the value at which the Company’s ETH are carried on its balance sheet, changes in the accounting treatment relating to the Company’s ETH holdings, the Company’s ability to achieve profitable operations, government regulation of cryptocurrencies and online betting, changes in securities laws or regulations such as accounting rules as discussed below, customer acceptance of new products and services including the Company’s ETH treasury strategy, general conditions in the global economy; risks associated with operating in the merchant banking and managed services industries, including inadequately priced insured risks and credit risk; risks of not being able to execute on our asset management strategy and potential loss of value of our holdings; risk of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; risks of not being able to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; and potential conflicts of interest between us and our directors and executive officers.
Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. Under U.S. generally accepted accounting principles, entities are required to measure certain crypto assets at fair value, with changes reflected in net income each reporting period. Changes in the fair value of crypto assets could result in significant fluctuations to the income statement results. The forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information, future events or developments.
InvestorContact:
invest@fgnexus.io
MediaContact
media@fgnexus.io