UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure
Approval of Share Repurchase Program
On September 5, 2025, the Board of Directors of FG Nexus Inc. (the “Company”) approved by unanimous written consent the implementation of a share repurchase program whereby the Company may from time to time, use a portion of its surplus of capital to repurchase on the open market, in private-negotiated purchases or otherwise, up to $200,000,000 of its common stock, par value $.001 per share (the “Share Repurchase Program”), as described in more detail in Item 8.01 below.
On September 8, 2025, the Company filed a shelf/at-the-market registration statement on Form S-3 ASR registering for sale certain of the Company’s securities. The Company may use a portion of the net proceeds from the sale of its securities registered under the shelf/at-the-market prospectuses to fund repurchases under the Share Repurchase Program.
This information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.
Item 8.01 Other Event.
Approval of Share Repurchase Program
On September 5, 2025, the Board of Directors of the Company approved by unanimous written consent the implementation of a share repurchase program whereby the Company may from time to time, use a portion of its surplus of capital to repurchase on the open market, in private-negotiated purchases or otherwise, up to $200,000,000 of its common stock, par value $.001 per share (the “Share Repurchase Program”). Any repurchases conducted pursuant to the Share Repurchase Program will be in accordance with Rule 10b-18 of the Exchange Act and will be made in accordance with applicable laws and regulations in effect from time to time. The Share Repurchase Program has no fixed expiration date and will continue until otherwise suspended, terminated, or modified at any time for any reason. The Share Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the timing and amount of any repurchases will depend on market and business conditions and other considerations
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 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 8, 2025 | By: | /s/ Mark D. Roberson |
| Name: | Mark D. Roberson | |
| Title: | Chief Financial Officer | |