Material Event (Form 8-K)

Item 8.01 Other Events

On October 14, 2025, FG Nexus Inc. (the "Company") filed a resale registration statement on Form S-3ASR to register for resale the 40,000,000 shares of the Company's $0.001 common stock ("Common Stock") underlying the pre-funded warrants sold in the Company's recent $200,000,000 private placement (the "PIPE Offering"). As of October 14, 2025, pre-funded warrants to purchase an aggregate number of 3,473,189 shares of Common Stock have not yet been exercised.

As of October 14, 2025, the Company sold an aggregate amount of 2,141,658 shares of Common Stock pursuant to the Company's current $5,000,000,000 At-the-Market offering.

Based on the foregoing, the Company, as of October 14, 2025, has a total of 39,996,674 shares of Common Stock issued and outstanding and a free float of 38,783,043 shares of Common Stock, after deducting 1,213,631 shares of Common Stock held by affiliates.