Form 8-K

8-K — FG Nexus Inc.

Accession: 0001493152-26-027949

Filed: 2026-06-09

Period: 2026-06-03

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: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

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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 3, 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.

Effective

June 3, 2026, changes were implemented to certain of the compensatory arrangements of FG Nexus Inc. (the “Company”) reflecting

the Company’s reduced scale of operations in its digital asset business.

June 3, 2026, the Company and Jose Vargas entered into a modification to Mr. Vargas’ at-will employment agreement governing his

service as the Head of Business Development of the Company’s Digital Assets Division effective August 4, 2025. Pursuant to the

modification Mr. Vargas’ annual base salary of $150,000 was reduced to $30,000 per annum commencing on May 11, 2026 (the “Vargas

Modification”). No other changes were made to Mr. Vargas’ at-will employment agreement. Mr. Vargas also serves as a member

of the Company’s board of directors.

June 3, 2026, the Company and Theodore Rosenthal entered into a modification to Mr. Rosenthal’s at-will employment agreement governing

his service as the President of the Company’s Digital Assets Division effective August 4, 2025. Pursuant to the modification

Mr. Rosenthal’s annual base salary of $150,000 was reduced to $30,000 per annum commencing on May 11, 2026 (the “Rosenthal

Modification”). No other changes were made to Mr. Rosenthal’s at-will employment agreement.

The

foregoing summaries of the Vargas Modification and the Rosenthal Modification do not purport to be complete and are qualified in their

entirety by reference to the complete text of the actual agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively,

to this Current Report on Form 8-K and are hereby incorporated by reference.

Item

8.01. Other Events.

Common

Stock Repurchase Program and Series A Preferred Stock Repurchase Program

Under

the previously announced share repurchase programs, through June 5, 2026, the Company has repurchased approximately 2,984,212 shares

of its common stock (Nasdaq: FGNX), or 35% of the outstanding common shares immediately before starting the buyback, at an average price,

including commissions, of approximately $13.62 per share and 264,465 shares of its Series A Preferred Stock (Nasdaq: FGNXP), or 30% of

outstanding Series A Preferred Stock immediately before starting the buyback, at an average price, including commissions, of approximately

$24.97 per share.

of June 5, 2026, there were 5,736,419 shares of the Company’s common stock outstanding and 630,105 shares of the Company’s

Series A Preferred Stock outstanding. On June 5, 2026, the Company held $36.1 million in cash and digital assets valued at $20.3 million,

consisting of 3,375 ETH and 7,569 Wrapped stETH.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

Description

10.1

Modification

to Jose Vargas Employment Agreement, signed June 3, 2026

10.2

Modification

to Theodore Rosenthal Employment Agreement, signed June 3, 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:

June 9, 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

MODIFICATION TO EMPLOYMENT AGREEMENT

This Modification to Employment Agreement (“Modification”),

effective as of May 11, 2026 (the “Modification Date”), is made and entered into by and between FG Nexus Inc. (the

“Company”) and Jose Vargas (“Executive,” together with the Company, the “Parties”

and, each, a “Party”).

WHEREAS, Executive is currently employed by the Company

pursuant to a certain Employment Agreement between the Parties made and entered into as of August 4, 2025 (the “Employment Agreement”);

and

WHEREAS, the Parties desire to reduce the amount of

Executive’s Base Salary (as defined in the Employment Agreement);

NOW, THEREFORE, on the basis of the foregoing premises

and in consideration of their mutual covenants and agreements contained herein and in the Employment Agreement, the Parties agree as follows:

(c)

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the

Employment Agreement.

1. Salary. The first sentence of Section 4.1

of the Employment Agreement (Base Salary) shall be deleted and replaced in its entirety with the following, with the other terms of such

section remaining unchanged: “For all of the services to be rendered by the Executive under this Agreement, during the Employment

Period, the Company shall pay the Executive a base salary equal to $30,000, which amount shall be increased from time-to-time to the minimum

amount necessary to comply with then applicable minimum wage laws (the “Base Salary”).”

(d)

No Other Modifications. Other than as set forth above, there are no further modifications of the Employment Agreement. As so modified,

the Employment Agreement shall remain in full force and effect pursuant to its terms.

(e)

Counterparts. This Modification 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 Modification (including such signed

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

IN WITNESS WHEREOF, the Parties have executed and delivered

this Modification as of the date first above written.

FG NEXUS INC.

/s/ Jose Vargas

By:

/s/ Mark Roberson

Jose Vargas

Name:

Mark Roberson

Title:

Chief Financial Officer

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit 10.2

MODIFICATION TO EMPLOYMENT AGREEMENT

This Modification to Employment Agreement (“Modification”),

effective as of May 11, 2026 (the “Modification Date”), is made and entered into by and between FG Nexus Inc. (the

“Company”) and Theodore Rosenthal (“Executive,” together with the Company, the “Parties”

and, each, a “Party”).

WHEREAS, Executive is currently employed by the Company

pursuant to a certain Employment Agreement between the Parties made and entered into as of August 4, 2025 (the “Employment Agreement”);

and

WHEREAS, the Parties desire to reduce the amount of

Executive’s Base Salary (as defined in the Employment Agreement);

NOW, THEREFORE, on the basis of the foregoing premises

and in consideration of their mutual covenants and agreements contained herein and in the Employment Agreement, the Parties agree as follows:

(f)

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the

Employment Agreement.

2. Salary. The first sentence of Section 4.1

of the Employment Agreement (Base Salary) shall be deleted and replaced in its entirety with the following, with the other terms of such

section remaining unchanged: “For all of the services to be rendered by the Executive under this Agreement, during the Employment

Period, the Company shall pay the Executive a base salary equal to $30,000, which amount shall be increased from time-to-time to the minimum

amount necessary to comply with then applicable minimum wage laws (the “Base Salary”).”

(g)

No Other Modifications. Other than as set forth above, there are no further modifications of the Employment Agreement. As so modified,

the Employment Agreement shall remain in full force and effect pursuant to its terms.

(h)

Counterparts. This Modification 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 Modification (including such signed

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

IN WITNESS WHEREOF, the Parties have executed and delivered

this Modification as of the date first above written.

FG NEXUS INC.

/s/ Theodore Rosenthal

By:

/s/ Mark Roberson

Theodore Rosenthal

Name:

Mark Roberson

Title:

Chief Financial Officer

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