Form 8-K

8-K — FG Nexus Inc.

Accession: 0001493152-26-021183

Filed: 2026-05-05

Period: 2026-05-04

CIK: 0001591890

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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): May 4, 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

7.01 Regulation FD Disclosure.

Nexus Inc. (the “Company”) issued a press release on May 4, 2026, announcing the formation of a Special Committee of the

Company’s Board of Directors to evaluate strategic alternatives including the previously announced potential business combination

with FG Communities, Inc., a self-administered, self-managed real estate investment company with a focus on acquiring, developing and

managing manufactured housing communities (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

99.1

Press Release Issued by FG Nexus Inc. on May 4, 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: May 4, 2026

By:

/s/ Mark

D. Roberson

Name:

Mark D. Roberson

Title:

Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Nexus Announces Formation of Special Committee to Evaluate Strategic Alternatives including a Potential Business Combination to Build

a Leading Platform in Affordable Housing

Potential

Business Combination expected to integrate income-producing affordable housing assets with FG Nexus’ real-world asset platform

Charlotte,

NC, May 4, 2026 (GLOBE NEWSWIRE) — FG Nexus (Nasdaq: FGNX, FGNXP) (the “Company”), today announced the formation of

a Special Committee of the Company’s Board of Directors comprised solely of independent directors (the “Special Committee”)

to evaluate strategic alternatives to enhance long-term stockholder value and further the Company’s strategic objectives. Initially,

the Special Committee will evaluate the previously announced potential business combination (the “Potential Transaction”)

with FG Communities, Inc. (“FG Communities”), a self-administered, self-managed real estate investment company committed

to the preservation and improvement of affordable housing with a focus on acquiring, developing and managing manufactured housing communities.

The Proposed Transaction is considered a related party transaction because FG Communities was founded by our Chairman and CEO and is

controlled by several persons, including Kyle Cerminara, who are affiliated with the Company.

The

Company intends to advance its strategy to build a leading platform for real-world assets and believes that a potential combination with

FG Communities would accelerate a strategic expansion into income-producing affordable housing, providing a durable foundation for long-term

growth and scalable capital formation.

“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,” said Kyle Cerminara, Chairman & CEO of FG Nexus. “As we evaluate our strategic

alternatives, we are focused on aligning the Company with assets that offer strong downside protection and the potential for sustained

value creation over time. FG Communities has built a high-quality portfolio in a sector characterized by supply constraints and consistent

rent growth. We believe that the Potential Transaction has the potential to provide our real-world assets platform with immediate exposure

to income-producing real-world assets and could establish a durable foundation for long-term growth.”

The

Special Committee has retained an independent financial advisor to assist in its and the Board’s evaluation and negotiation of

the Potential Transaction and/or other strategic alternatives and, if pursued, to provide a fairness opinion for the Potential Transaction.

The Board’s discussions with respect to the Potential Transaction are preliminary in nature and no decisions or agreements have

been reached. There can be no assurance that the Potential Transaction will be pursued or consummated.

About

FG Nexus

Nexus (Nasdaq: FGNX, FGNXP) is a digital asset treasury and merchant bank focused on building a leading platform of real-world assets.

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.

Investor

Contact

invest@fgnexus.io

Media

Contact

media@fgnexus.io

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