Form 8-K

8-K — FG Nexus Inc.

Accession: 0001493152-26-042957

Filed: 2026-09-16

Period: 2026-09-16

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): September 16, 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 September 16, 2026, announcing that the Company’s Board of Directors

(the “Board”) has approved, based on the recommendation of a Special Committee of the Board consisting solely of independent

directors, a strategy to acquire affordable housing communities and make a $10 million investment in FG Communities, Inc., a privately held self-managed real estate company focused

on preserving and improving affordable housing through the acquisition and operation of 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 September 16, 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: September 16, 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 Board of Directors Approves Affordable Housing Real Estate Acquisition Strategy and $10 Million Investment in FG Communities

Company

plans to change its name to FG Communities Holdings, Inc.

Charlotte,

NC, September 16, 2026 (GLOBE NEWSWIRE) - FG Nexus (Nasdaq: FGNX, FGNXP) (the “Company”) today announced that its Board of

Directors has approved a strategy to acquire affordable housing communities and make a $10 million investment in FG Communities, Inc.

(“FG Communities”), representing approximately 10% of FG Communities outstanding common stock. FG Communities, a privately

held self-administered and self-managed real estate company focused on preserving and improving affordable housing through the acquisition

and operation of manufactured housing communities, has a growing portfolio of 96 communities with over 4,000 home sites either owned

or pending acquisition. FG Communities will remain a separate, independently operated company following the Company’s investment.

This strategy is the next step in the Company’s previously announced transition into a real estate operating company focused primarily

on the acquisition and management of land-lease affordable housing communities.

Direct

and Indirect Investments in Affordable Housing

The

Company’s strategy has two components: direct acquisitions of real property by the Company itself, and an indirect investment through

its $10 million investment in FG Communities, which will continue to operate independently under its own management. The Company plans

to pursue a strategy of acquiring real estate with land-lease affordable housing communities. The Company expects to fund direct property

acquisitions through a combination of cash on hand, debt financing and proceeds from issuances of its common stock. The structure and

financing of each acquisition will depend on the characteristics of the property, prevailing market conditions and the Company’s

capital-allocation priorities.

Certain

officers and directors of the Company, including Kyle Cerminara, also hold significant equity positions in, and serve as officers and

directors of, FG Communities. Because certain directors and officers of the Company are affiliated with FG Communities, the Company’s

proposed investment was evaluated and approved by the Board of Directors following a review and recommendation from its Special Committee,

consisting solely of independent directors, and an independent financial advisor. Kyle Cerminara, Chairman and Chief Executive Officer

of the Company, also serves as President and Chairman of FG Communities.

Kyle

Cerminara, Chairman and Chief Executive Officer of the Company, stated:

“The

planned real estate acquisition strategy marks an important step in our transformation into a leading owner and operator of land-lease

affordable housing communities. The Company’s mission will be to preserve and improve affordable housing in the United States. We estimate

that the total addressable market for affordable housing communities in the United States exceeds $500 billion. It is a large and highly

fragmented market that we intend to participate in meaningfully over the coming decades. We have identified a strong pipeline of potential

acquisition opportunities. Leveraging FG Nexus’s balance sheet and access to capital should allow us to aggressively acquire land-lease

affordable housing communities and build a substantial portfolio of income-producing real estate.“Mr. Cerminara continued:

“FG

Communities has built a scalable operating platform for the acquisition and management of land-lease affordable housing communities.

We believe our investment in FG Communities provides an immediate and opportune investment opportunity in land-lease affordable housing

communities. We also anticipate that our investment in FG Communities will benefit the Company in growing and optimizing its planned

affordable housing portfolio.”

Corporate

Name and Ticker Symbol Changes

connection with its strategic transformation, the Company plans to change its corporate name to FG Communities Holdings, Inc. The Company’s

new name reflects its strategic focus on affordable housing and does not reflect majority ownership or control of FG Communities, Inc.,

which is a separate, privately held company.

The

Company also plans to change the Nasdaq ticker symbol for its common stock from FGNX to FGC and the ticker symbol for its 8.00% Cumulative

Preferred Stock, Series A, from FGNXP to FGCPP.

The

name and ticker-symbol changes are expected to become effective soon, subject to completion of applicable corporate filings and confirmation

by Nasdaq. Until the effective date, the Company’s common and preferred stock will continue to trade under FGNX and FGNXP, respectively.

The Company will announce the effectiveness of the changes to the Company’s name and ticker symbols.

action is expected to be required from existing stockholders in connection with the name or ticker-symbol changes.

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, and Section

21E of the Securities Exchange Act of 1934, as amended. These statements are entitled to the protection of the safe-harbor provisions

of those laws.

Forward-looking

statements include statements concerning the closing and anticipated benefits of the Company’s proposed investment in FG Communities;

the Company’s strategy to make direct investments in affordable housing communities; the acquisition, ownership, operation and

financing of manufactured housing communities; the use of cash, debt financing and proceeds from common-stock issuances to fund acquisitions;

the proposed corporate name and ticker-symbol changes; future share repurchases; the Company’s acquisition pipeline and growth

strategy; and the anticipated size and long-term characteristics of the manufactured housing market.

These

statements are based on management’s current expectations, assumptions, estimates and projections and involve risks and uncertainties,

many of which are beyond the Company’s control. Actual results could differ materially from those expressed or implied by these

statements.

Relevant

risks include, among others, the Company’s ability to complete the proposed investment on anticipated terms; obtain required corporate,

regulatory and Nasdaq approvals; successfully identify, finance, complete and integrate property acquisitions; obtain debt or equity

financing on acceptable terms; manage leverage and potential dilution from equity issuances; realize anticipated operating and financial

benefits; maintain adequate liquidity; and appropriately manage potential conflicts of interest arising from related-party transactions.

Additional

risks are described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only

as of the date of this release. The Company undertakes no obligation to update or revise any forward-looking statement except as required

by law.

Contacts

Media

Contact

media@fgnexus.io

Investor

Contact

invest@fgnexus.io

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