Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
A majority of the stockholders of FG Nexus Inc.(the “Company”), by written consent, dated September 4, 2025, the Company approved a certificate of amendment to its amended and restated articles of incorporation (the “Charter Amendment”) to (a) increase the total number of authorized shares of common stock, par value $0.001 per share (the “Common Stock”) from 1,000,000,000 shares to 900,000,000,000 shares and the total number of authorized shares of preferred stock (collectively, the “Preferred Stock) from 500,000,000 shares to 100,000,000,000 shares (collectively, the “Preferred Stock”), of which (i) 10,000,000,000 shares of Preferred Stock (increased from 15,000,000 shares) are designated 8% cumulative preferred stock, Series A, par value $25.00 (the “Series A Preferred Stock”), and (ii) 90,000,000,000 shares of Preferred Stock (increased from 485,000,000 shares) are undesignated preferred stock, par value $.001 per share (the “Undesignated Preferred Stock”), (b) require that certain “Concurrent Jurisdiction Actions” and “Internal Actions” (as such terms are defined in NRS 78.046, collectively, the “Internal Actions”) must be brought solely or exclusively in the Eighth Judicial District Court of Clark County in the State of Nevada and that such Internal Actions should be tried before a judge rather than a jury, in accordance with NRS 78.046(4); (c) clarify that any change of the Company’s name shall not require consent of the Company’s stockholders, in accordance with NRS 78.390(8); (d) have the Company “opt out” to the interested stockholder combination provisions set forth in NRS Sections 78.411 to 78.444, inclusive; and (e) have the Company “opt out” to the control share provisions set forth in NRS Sections 78.378 to 78.3793, inclusive (the “Additional Charter Amendment”). In connection with the Additional Charter Amendment, we also intend to amend our By-laws to clarify the applicable voting thresholds for proposed amendments to the By-Laws.
The Charter Amendment was filed with and declared effective by the Secretary of State of the State of Nevada, on October 7, 2025.
A copy of the Charter Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 7.01 Regulation FD
The Company issued a press release on October 8, 2025, announcing the filing of the Charter Amendment (the “Press Release”). A copy of the 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 are “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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 3.1 | Certificate of Amendment, dated October 7, 2025, to the Amended and Restated Articles of Incorporation of FG Financial Group, Inc., as filed with the Secretary of State of the State of Nevada | |
| 99.1 | Press Release Issued by FG Nexus Inc. on October 8, 2025 | |
| 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 8, 2025 | By: | /s/ Mark D. Roberson |
| Name: | Mark D. Roberson | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
Exhibit 99.1
FG Nexus Announces Acceptance of Historic 1 Trillion Share Authorization by the State of Nevada
Amended and Restated Articles of Incorporation Declared Effective
Charlotte, NC – October 8, 2025 – FG Nexus (Nasdaq: FGNX, FGNXP) (the “Company” or “FG Nexus”), today announced that its Certificate of Amendment to its amended and restated articles of incorporation has been declared effective by the Nevada Secretary of State on October 7, 2025.
The amended articles of incorporation increase FG Nexus’ authorized shares to 1 trillion shares of capital stock, consisting of 900 billion shares of common stock and 100 billion shares of preferred stock. The historic share authorization was previously approved by majority of the Company’s shareholders by written consent.
“The accepted amendment provides our team with maximum flexibility to increase ETH per share and deliver long-term shareholder value,” said Kyle Cerminara, CEO of FG Nexus.
About FG Nexus
FG Nexus Inc. (Nasdaq: FGNX, FGNXP), (the “Company”), 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 intends to implement other yield strategies while serving as a strategic gateway into Ethereum-powered finance, including tokenized RWAs and stablecoin yield.
The FGNX® logo is a registered trademark.
Forward Looking 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.
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