Form 8-K

8-K — FG Nexus Inc.

Accession: 0001493152-26-031451

Filed: 2026-07-01

Period: 2026-06-30

CIK: 0001591890

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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2026-06-30

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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): June 30, 2026

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,

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 ☐

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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

June 24, 2026, the Board of Directors (the “Board”) of FG Nexus Inc. (the “Company”) approved a strategic

decision to formally establish a new real estate operating subsidiary and authorized management to continue reducing the

Company’s exposure to digital assets by exiting the Company’s digital asset business. In connection with that decision,

the Board also approved the elimination of the position of the Company’s CEO - Digital Assets Division, effective June 30,

2026, concluding that the position would no longer be necessary following the Company’s exit from the digital asset

business.

Effective June 30, 2026, Maja Vujinovic’s employment with the Company ceased and she resigned as a member of the Board in connection with

her entry into a consulting arrangement with the Company. Mrs. Vujinovic’s consulting arrangement will be for a period of 6 months in exchange for a fee of $325,000.

In connection with her separation from employment,

and pursuant to the terms of her previously disclosed Employment Agreement, and subject to Mrs. Vujinovic’s timely execution and

non-revocation of a general release of claims in favor of the Company, Mrs. Vujinovic will be entitled to receive the following in accordance

with the terms of her employment agreement:

● cash

severance and benefits equal to six months of her base salary, totaling $300,000;

● a

prorated annual bonus for 2026 totaling $150,000;

● the

Company will issue Mrs. Vujinovic a warrant to purchase 25,000 shares of the Company’s

common stock, with an exercise price equal to the reported closing price of the Company’s

common stock on the trading day immediately preceding issuance. Mrs. Vujinovic’s existing

warrants remain outstanding and unaffected by the separation.

● payment

for accrued but unused paid time off in accordance with Company policy; and

● Company-paid

continuation of COBRA health insurance coverage for six months, subject to applicable law

and the terms of the Employment Agreement.

The

foregoing description of Mrs. Vujinovic’s separation agreement does not purport to be complete and is qualified in its

entirety by the terms and conditions of the actual agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein

by reference.

Item

7.01 Regulation FD Disclosure.

The

Company issued a press release on July 1, 2026, announcing the Company’s strategic decision to formally establish a new real

estate operating subsidiary, authorized management to continue reducing the Company’s exposure to digital assets by exiting

the Company’s digital asset business and the departure of Mrs. Vujinovic (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.

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

10.1

Separation Agreement, dated June 30, 2026, between FG Nexus Inc. and Maja Vujinovic

99.1

Press Release Issued by FG Nexus Inc. on July 1, 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.

NEXUS INC

Date:

July 1, 2026

By:

/s/

Mark D. Roberson

Name:

Mark

D. Roberson

Title:

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SEPARATION

AGREEMENT

AND

GENERAL RELEASE

This

SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”), dated as of June 30, 2026 is entered into by and between FG Nexus

Inc. (the “Company”) and Maja Vujinovic (“Executive,” together with the Company, the “Parties” and,

each, a “Party”). In consideration of the mutual promises and agreements contained in this Agreement, and other valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Cessation of Employment.

1.1

Executive’s employment with the Company will terminate effective June 30, 2026 (the “Separation Date”). The Company

will pay Executive the following, less applicable withholdings and deductions: (a) Executive’s regular base salary at the annual

rate of $600,000.00 to and through the Separation Date and (b) payment for any accrued, unused vacation days per the Company’s

payroll policies. These payments will be made on or before the first regularly scheduled pay date following the Separation Date or such

earlier date as required by applicable law. Additionally, the Company will reimburse Executive for unreimbursed business expenses incurred

per existing Company policies, provided such expenses are or have been submitted for reimbursement to the Company in a manner consistent

with Company policy no later than 10 days after the Separation Date.

1.2

Executive’s health care coverage shall terminate on June 30, 2026. Under a separate cover, the Company will inform Executive of

her right to convert and continue her existing health insurance coverage under COBRA following the Separation Date.

Severance and Other Enhanced Benefits in Exchange for Signing Agreement. In consideration for Executive’s execution, delivery

and performance of this Agreement, and in exchange for the promises, covenants, releases and waivers set forth herein, the Company will

provide to Executive the following payments and benefits,

2.1

The Company will pay Executive as severance pay, less applicable withholdings and deductions, $300,000.00 (“Severance Pay”),

which amount is equal to six months of Executive’s base salary as of the Separation Date. Such Severance Pay shall be paid in a

lump sum on the first regularly scheduled payroll date of the Company that is processed after Executive’s execution and delivery

of this Agreement pursuant to Section 16.10 below.

2.2

The Company will pay the Executive, less applicable withholdings and deductions, $150,000.00 (“Prorated Bonus”), which amount

is equal to the prorated amount of Executive’s Annual Bonus for the current fiscal year. The Prorated Bonus shall be paid in a

lump sum on the first regularly scheduled payroll date of the Company that is processed after Executive’s execution and delivery

of this Agreement pursuant to Section 16.10 below. The Company will also pay the Executive the balance of her 2025 bonus (which amount

will be $0, or $125,000 minus the amount of $125,000 which has already been paid on March 20, 2026).

2.3

On June 30, 2026, the Company shall issue warrants to Executive to purchase 25,000 shares of the Company’s common stock. The exercise

price for the warrants shall equal the reported closing price of the Company’s common stock on the trading day immediately preceding

the date of issuance, as reported on the official Nasdaq website.

2.4

If Executive elects to continue Executive’s or Executive’s dependents’ health insurance coverage under COBRA (see

Section 1.2 above), then, for the 6-month period following the Separation Date or until Executive becomes eligible for health insurance

coverage under another group health insurance plan, whichever occurs first (the “Benefits Period”), the Company will pay

full amount of Executive’s COBRA premiums. Following the Benefits Period, should Executive elect to continue Executive’s

or Executive’s dependents’ health insurance coverage, Executive shall be responsible for the entire cost thereof.

Existing Warrants. The Common Stock Purchase Warrant issued to Executive on August 4, 2025 shall remain in full force and effect,

and Executive shall have the right to exercise her right to purchase any remaining Warrant Shares under that agreement.

Board Resignation. Effective June 30, 2026, Executive resigns from the Company’s Board of Directors, all committees of the

Company and from all affiliate boards of directors, if any, on which she is then currently serving as an officer of such affiliates.

Executive agrees to execute such documents as are reasonably necessary or appropriate to effectuate such resignations.

Consulting Services.

5.1

Effective following the Separation Date, the Company hereby engages Executive as an independent contractor to provide consulting and

advisory services (“Consultancy”) for up to ten (10) hours per month for a period commencing on the day after the Separation

Date and ending on the date that is six (6) months after the Separation Date or, if earlier, upon Executive’s death or disability

(the “Consulting Period”). The Company shall pay Executive consulting fees in the aggregate amount of $325,000.00, payable

less applicable withholdings and deductions promptly, and in any event within five (5) business days after the execution of this Agreement

(the “Consultancy Fee”). Other than the payments provided by this Section 5, Executive shall not be entitled to any other

compensation of any kind for her Consultancy services.

5.2

During the Consultancy Period, Executive acknowledges and agrees that she shall be an independent contractor, not an employee, of the

Company. None of the benefits, if any, that the Company provides to its employees shall be available to Executive during the Consultancy

Period, other than to the extent she elects to continue any applicable benefits under COBRA as set forth in Section 1.2 above. During

the Consultancy Period, Executive shall have no authority to bind the Company in any respect and the Company shall have no obligation

to request or use any consulting services from Executive, and Executive shall have no obligation to provide any services to the Company

except as may be mutually agreed by the Parties in writing.

No Other Payments and Other Representations. Executive represents, warrants and acknowledges that Executive has reported to the

Company all hours worked and, regardless of Executive’s exempt status, that the Company owes Executive no wages, overtime pay,

commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay or other compensation or benefits or payments or form

of remuneration of any kind or nature, other than that specifically provided for in this Agreement. Executive further represents, warrants

and acknowledges that Executive (i) has no known workplace injuries or occupational diseases; (ii) has been provided and/or has not been

denied any leave requested under applicable law; and (iii) has never asserted, and is not presently asserting, any claim of sexual harassment

or sexual assault against the Company.

General Release. For good and valuable consideration, including without limitation the payments and benefits provided by Section

2, Executive, for and on behalf of Executive and Executive’s former and current heirs, executors, administrators, agents, representatives,

attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases,

acquits and forever discharges the Company and its former and current parents, subsidiaries, divisions, affiliates, predecessors, successors

and assigns, and each of their current and former agents, employees, officers, directors, shareholders, members, partners, trustees,

heirs, joint venturers, attorneys, representatives, owners and servants, (collectively, the “Company Release Parties”) from

any and all claims, costs or expenses of any kind or nature whatsoever (collectively, “Claims”), whether known or unknown,

foreseen or unforeseen, that Executive ever had, now has or may have based upon any matter, cause, fact or thing occurring from the beginning

of time up to and including the date Executive executes this Agreement, including, without limitation, all Claims regarding Executive’s

employment with the Company, any events that may have occurred during the course of Executive’s employment or the termination of

Executive’s employment, or any other matters or Claims of any kind or nature. This includes, without limitation, a release of any

Claims for unpaid wages, holiday pay, overtime, bonuses or other compensation, breach of contract, wrongful discharge, disability benefits,

life, health and medical insurance, sick leave, or any other fringe benefit, employment discrimination, unlawful harassment, retaliation,

emotional distress, violations of public policy, defamation, fraudulent misrepresentation or inducements and severance pay. Executive

is also specifically releasing any rights or Claims Executive may have, if any, under common law or the Worker Adjustment Retraining

and Notification Act, Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of

1991, the Civil Rights Act of 1866, the Rehabilitation Act, the Family and Medical Leave Act, the Labor Management Relations Act, the

Equal Pay Act, the Americans with Disabilities Act, the Employment Retirement Income Security Act, the Fair Labor Standards Act of 1938

(to the extent such claims may be lawfully released), the Sarbanes-Oxley Act of 2002, the Genetic Information and Non-Discrimination

Act, all the above statutes as amended from time to time, and any other federal, state or local laws, rules, ordinances or regulations,

whether equal employment laws, rules or regulations or otherwise or any right under any Company pension, welfare, or stock plans. This

release covers both Claims that Executive knows about, and those that Executive may not know about. By signing this Agreement, Executive

is forever giving up Executive’s rights to make the aforementioned Claims or demands. Notwithstanding the foregoing, nothing contained

herein shall be construed to alter, limit, or release (i) any claim or right to indemnification and/or contribution Executive may have

pursuant to applicable law or any indemnification provision in any agreement between the Company and Executive, the Company’s governance

instruments or otherwise for acts committed during the scope of Executive’s employment with the Company (and such rights to indemnification

will not be diminished by the Company or any successor and will be assumed in connection with any change of control of the Company);

(ii) coverage, if any, under any Company liability insurance policy; (iii) any claim or right under state unemployment and workers’

compensation statutes; (iv) any right Executive may have to a vested benefit under any retirement or welfare plan of the Company; (v)

any other claim or right that may not be released by private agreement; and (vi) any claim arising from obligations of the Company to

Executive that are set forth in this Agreement.

No Pending Lawsuits; No Assignment of Claims. Executive represents and warrants that Executive has not filed any Claim, lawsuit

or charge against any of the Company Release Parties. Executive hereby promises never to file a Claim, lawsuit or charge asserting any

Claims that Executive has released in Section 7, above, except that nothing in this Agreement, including the provisions of this Section

and Section 7 above, shall prevent Executive from filing a charge or complaint with or from participating in an investigation or proceeding

conducted by the Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), the Securities and Exchange Commission,

or any other federal, state or local agency charged with the enforcement of any laws. However, to the extent any such charge or complaint

or any other Claim is made against any of the Company Release Parties (including by the EEOC or NLRB) based upon any matter, fact, cause

or thing, occurring from the beginning of time up to and including the date Executive executes this Agreement, Executive expressly waives

any right to receive any form of monetary or other damages, or any other form of individual recovery or relief in connection with any

such charge, complaint or Claim, except that this Agreement does not limit Executive’s right to receive an award for information

provided to any government agency. Executive further represents and warrants that Executive has not heretofore assigned or transferred,

or purported to assign or transfer, to any person, firm, corporation or entity any Claim or other matter herein released.

Collective/Class Action Waiver. To the extent Executive possesses any Claims notwithstanding the release set forth in Section

7 above, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to

otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on any such claim in which

the Company or any other Company Release Parties is a party.

10.

Consequences of Executive’s Violation of Promises. If Executive breaches this Agreement including, but not limited to, by

filing, bringing or participating in any Claims or actions contrary to Executive’s agreements and representations made herein,

including, but not limited to, those in Sections 7 and 8 above, in addition to any other rights and remedies the Company may have, Executive

shall forfeit all rights to any and all future payments and benefits, if any, to be provided under this Agreement.

11.

Return of Company Property. Executive acknowledges and agrees that all information (in paper or electronic form), materials and

equipment of any kind that Executive created or acquired during the course of Executive’s employment with the Company (collectively,

“Company Property”) are and remain the property of the Company. Such Company Property includes, without limitation, books,

handbooks, manuals, files, papers, memoranda, letters, facsimiles, photographs/images, audio recordings/files, electronically stored

information, software, computers, and smartphones. Executive agrees that Executive has an obligation to return all Company Property to

the Company and covenants and represents that, as of Executive’s execution of this Agreement, (i) Executive has returned to the

Company all Company Property (including that in electronic form); (ii) Executive has not made or taken copies of such Company Property;

and (iii) Executive has completely removed all electronically stored Company Property from all storage media in Executive’s possession,

custody or control, including, without limitation, from Executive’s home computer system(s) and any external disk or flash drives.

Notwithstanding the foregoing, Executive shall be entitled to retain, following Executive’s termination of employment, information

showing Executive’s compensation or relating to reimbursement of business expenses incurred by Executive, and copies of any agreements

between Executive and the Company and any Company benefit programs in which Executive participated

12.

Cooperation. Executive agrees to fully and completely cooperate with the Company, its advisors, and its legal counsel with respect

to any investigation or dispute involving the Company. Such cooperation shall include the Executive being available at reasonable times

and places for interviews, reviewing documents, testifying in a deposition or a legal or administrative proceeding, and providing information

and/or advice to the Company in connection with any such disputes. The Company will reimburse Executive for reasonable expenses Executive

incurs in fulfilling such obligations to cooperate with the Company. Executive also agrees, other than as may be required by a subpoena

or court order or any applicable law: (a) not to assist or cooperate with, or give any information to, any third party or entity (other

than a governmental or law enforcement organization) in any complaint, claim, demand, cause of action, charge, lawsuit or arbitration

of any kind whatsoever against the Company Release Parties, and (b) not to encourage any other parties or attorneys to commence a claim

or proceeding against the Company Release Parties. Nothing in this Agreement shall prohibit or restrict Executive from providing information

to or otherwise cooperating with a governmental or law enforcement organization. Further, notwithstanding any other provision of this

Section, this Section shall not be interpreted or applied in a manner that would conflict with Section 15 below.

13.

Non-Disparagement. Executive agrees that Executive will not make, or cause to be made, any disparaging, negative or adverse statements

whatsoever, whether in public or private, and whether written, oral or otherwise, concerning any of the Company Release Parties or their

respective businesses, products or services. The Company agrees not to, and to instruct each of its (and its controlled affiliate’s)

officers and directors not to, make, or cause to be made, any disparaging, negative or adverse statements whatsoever, whether in public

or private, and whether written, oral or otherwise, concerning Executive. Notwithstanding any other provision of this Section, this Section

shall not be interpreted or applied in a manner that would conflict with Section 15 below.

14.

Confidentiality, Intellectual Property, and Non-Solicitation. Executive acknowledges and hereby reaffirms Executive’s continuing

obligations to the Company pursuant to the Employment Agreement, dated August 4, 2025, between Executive and the Company (the “Employment

Agreement”), with which obligations Executive acknowledges, represents and warrants Executive has complied and will continue to

comply. However, notwithstanding any provision of the Employment Agreement, such agreement shall not be interpreted or applied in a manner

that would conflict with Section 15 below. A copy of the Employment Agreement is annexed hereto and the terms thereof are hereby incorporated

herein by reference.

15.

Permitted Conduct. Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement prohibits Executive

from (i) communicating with Executive’s attorneys; (ii) making any statement or disclosure required or that may not be prohibited

by law; and (iii) reporting possible violations of law or regulation to any governmental agency or regulatory body or making other disclosures

that are protected under any law or regulation, including, without limitation, filing a charge or complaint with, or participating, cooperating,

or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body,

or any self-regulatory organization, including, but not limited to, any law enforcement agency, the Securities and Exchange Commission,

the Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, the US and applicable state attorney generals,

the Equal Employment Opportunity Commission, or any other state or local commission on human rights, and making other disclosures

under the whistleblower provisions of federal or state law or regulation. Notwithstanding any other provision of this Agreement, no provision

of this Agreement limits Executive’s rights, if any, under the National Labor Relations Act, which guarantees employees the right

to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing,

and to engage in other concerted activities for collective bargaining or other mutual aid or protection, as well as the right to refrain

from any or all such activities.

16.

Miscellaneous.

16.1

Entire Agreement. This Agreement sets forth the entire agreement between the Parties and fully supersedes any and all prior agreements

or understanding between them pertaining to the subject matter of this Agreement. Notwithstanding the foregoing, any post-employment

restrictive covenants (such as, without limitation, covenants of confidentiality, non-solicitation) contained in any other agreement

between Executive and the Company, including, without limitation, those in the Employment Agreement, shall remain in full force and effect,

except to the extent expressly provided by this Agreement. This Agreement may not be altered, modified, amended or changed, in whole

or in part, except in writing executed by Executive and Company. The Company and Executive acknowledge and agree that they are not relying

on, and they may not rely on, any oral or written representation of any kind that is not set forth in writing in this Agreement.

16.2

Section 409A. The terms of this Agreement are intended to comply with the exceptions to and the requirements of Section 409A,

and all payments and benefits set forth herein are intended to be provided pursuant to a fixed schedule. To the extent any provision

in the Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments,

distributions or allocations of income shall comply with Section 409A or fall within one of the exceptions to Section 409A.

16.3

Severability. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and

effect. However, the invalidity of any such provision shall have no effect upon, and shall not impair the enforceability of the release

language set forth in Section 7 above, provided that, upon a finding by a court of competent jurisdiction that the release language found

in Section 7 is unenforceable, the Company shall rewrite Section 7 to cure the defect and Executive shall re-execute the release upon

request, and Executive shall not be entitled to any additional monies, benefits and/or compensation therefor.

16.4

Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning

or interpretation of this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair

meaning, and not strictly for or against any Party. No provision in this Agreement will be interpreted in favor of, or against, any of

the Parties by reason of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent

to which any such provision is inconsistent with any prior draft hereof or thereof. In this Agreement, unless the context otherwise requires,

the masculine, feminine and neuter genders and the singular and the plural include one another.

16.5

No Admission. Nothing contained in this Agreement, nor the fact that the Parties sign this Agreement, shall be considered as an

admission of any type by either Party.

16.6

Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the

enforcement of any provision of this Agreement except by written instrument signed by the Party charged with such waiver or estoppel.

No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only

as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act

other than that specifically waived.

16.7

Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Nevada, without regard

to its conflict-of-law principles.

16.8

Waiver of Trial by Jury. Each Party hereby waives any right to trial by jury on any claim, counterclaim, setoff, demand action

or cause of action whatsoever between them, including, without limitation, those arising out of or in any way pertaining or relating

to (i) this Agreement, (ii) any dealings between Executive and the Company with respect to this Agreement, and (iii) Executive’s

employment with the Company or termination thereof, whether now existing or hereafter arising, and whether sounding in contract, tort

or otherwise. Each Party agrees that either of them may file a copy of this Agreement with any court as written evidence of the knowing,

voluntary, and bargained agreement between Executive and the Company irrevocably to waive trial by jury, and that any dispute or controversy

whatsoever between Executive and the Company shall instead be tried in a court of competent jurisdiction by a judge sitting without a

jury. This Section shall not affect or limit the scope of any release of claim contained herein.

16.9

Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of

a signed original. Photographic copies, electronically scanned copies and other facsimiles of this Agreement (including such signed counterparts)

may be used in lieu of the originals for any purpose.

16.10

Period for Review. To accept this Agreement, Executive must execute and deliver this Agreement to the Company’s CFO or Chief

Accounting Officer on or before June 30, 2026. If this Agreement is not so accepted, the offer contained herein shall be automatically

revoked. This Agreement shall be effective as of such date that this Agreement is executed and delivered to the Company by Executive

(the “Effective Date”).

16.11

Voluntary and Knowing Execution of Agreement. Executive acknowledges that (i) Executive has had the opportunity to consult an

attorney regarding the terms and conditions of this Agreement before executing it, (ii) Executive fully understands the terms of this

Agreement including, without limitation, the significance and consequences of the General Release in Section 7 above, (iii) Executive

is executing this Agreement in exchange for consideration in addition to anything of value to which Executive is already entitled, and

(iv) Executive is executing this Agreement voluntarily, knowingly and willingly and without duress. Executive acknowledges and agrees

that she received a severance agreement, including a general release of claims, from the Company on June 3, 2026 and that the parties

engaged in negotiations to revise the Agreement since that date.

[The

remainder of this page is intentionally blank; signature page follows.]

WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

NEXUS INC.

By:

/s/

Mark Roberson

/s/

Maja Vujinovic

Name:

Mark

Roberson

Maja

Vujinovic

Title:

CFO

Dated:

June 30, 2026

Dated:

June 30, 2026

[Signature

page to Separation Agreement and General Release.]

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

Nexus Announces Plans to Establish New Real Estate Division and Exit the Digital Asset Business

Charlotte,

NC, July 1, 2026 (GLOBE NEWSWIRE) — FG Nexus (Nasdaq: FGNX, FGNXP) (the “Company”), today announced that the

Company’s Board of Directors has authorized management to proceed with the establishment of a new real estate operating subsidiary

focused primarily on the acquisition of land-lease manufactured housing properties.

The

Board of Directors also authorized management to continue reducing the Company’s exposure to digital assets, reallocate capital to real

estate acquisitions and to exit the Company’s digital asset business. The Company intends to advance its strategy to build a leading

platform for tangible assets and believes that the establishment of an in-house real estate division, along with the previously announced

potential combination with FG Communities, Inc, a self-administered, self-managed real estate investment company would accelerate a strategic

expansion into income-producing affordable housing, providing a durable foundation for long-term growth and scalable capital formation.

Kyle

Cerminara, Chairman & CEO of FG Nexus, stated “We believe manufactured housing represents one of the most compelling combinations

of durable cash flow, intrinsic asset value, and long-term demand tailwinds in the United States. We have identified a solid pipeline

of target properties to begin acquiring while we also continue to advance the previously announced potential acquisition of FG

Communities. Our intent is to reallocate all of our capital from digital assets to cash flow producing real estate over the near term.”

connection with this strategic transition away from the digital asset business. Maja Vujinovic, Co-Founder and CEO of FG Nexus’s

Digital Assets Division, will step down from that role and from the Company’s Board of Directors and will support

the transition as a strategic consultant. Mrs. Vujinovic has been building in digital assets since 2011 and in artificial intelligence

since 2016.

Scott

Wollney, Lead Independent Director of the Company, commented, “We wish to express our gratitude for the contributions of Mrs.

Vujinovic over the past year and for her ongoing support as the Company’s strategic direction evolves from digital assets to tangible

assets.”

Mrs.

Vujinovic commented, “As the company evolves its focus toward real estate, merchant banking and away from digital assets, I

have made the decision to step away and pursue opportunities more aligned with my background. I wish the team well and am grateful

for the experience.”

About

FG Nexus

Nexus (Nasdaq: FGNX, FGNXP) is a merchant bank and real estate focused operating company.

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, the Company’s ability to execute its business plans

which are contemplated to include increasing the Company’s scale through acquisition, the tokenization of real world assets, fluctuations

in the market price of ETH and other digital assets and any associated mark to market charges or impairments that the Company may incur

as a result of a decrease in the market price of ETH and other digital assets below the value at which the Company’s ETH and other

digital assets are carried on its balance sheet, changes in the accounting treatment relating to the Company’s digital asset holdings,

the Company’s ability to achieve profitable operations, government regulation of digital assets, changes in securities laws or

regulations such as accounting rules as discussed below, customer acceptance of new products and services including the Company’s

real world tokenization and ETH treasury strategies, general conditions in the global economy; risks associated with operating in the

merchant banking industry; 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;; 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.

Media

Contact: media@fgnexus.io

Investor

Contact: invest@fgnexus.io

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