Form 8-K

8-K — FG Nexus Inc.

Accession: 0001493152-26-024255

Filed: 2026-05-19

Period: 2026-05-18

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 18, 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.

FG Nexus Inc. (the “Company”) issued a press release on May 18, 2026, announcing that the board of directors of the Company

declared a cash dividend of $0.50 per share on the Company’s 8.00% Cumulative Preferred Stock, Series A (the “Preferred Stock”)

for the period commencing on March 15, 2026 and ending on June 14, 2026, payable on June 15, 2026 to holders of record of the Preferred

Stock on June 1, 2026 (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

99.1

Press Release Issued by FG Nexus Inc. on May 18, 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 18, 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 Inc. Declares Cash Dividend on Its 8.00% Cumulative Preferred Stock, Series A

Charlotte,

NC – May 18, 2026 – FG Nexus Inc. (Nasdaq: FGNX, FGNXP) (the “Company” or “FG Nexus”) today announced

that it has declared a quarterly cash dividend on its 8.00% Cumulative Preferred Stock, Series A (the “Preferred Stock”).

accordance with the terms of the Preferred Stock, the board of directors of the Company declared a Preferred Stock cash dividend of $0.50

per share for the period commencing on March 15, 2026 and ending on June 14, 2026. The dividend is payable on June 15, 2026 to holders

of record on June 1, 2026. The Preferred Stock is currently listed on the Nasdaq Stock Market and trades under the ticker symbol “FGNXP”.

Kyle

Cerminara, Chairman & CEO of FG Nexus stated, “This is the 33rd consecutive quarter we have paid a dividend on our Preferred

Stock. We are pleased to continue our long-standing record of returning capital to holders of our Preferred Stock and appreciate their

continued support as we advance FG Nexus’ strategy.”

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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