Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 17, 2026, FG Nexus Inc. (the "Company") entered into a subscription agreement (the "Subscription Agreement") with FG Communities, Inc., a Nevada corporation ("FGC") to purchase 1,818,182 shares of common stock, par value $0.001 per share of FGC (the "FGC Shares") for an aggregate purchase price of $10,000,001 (equal to $5.50 per share) payable in cash. Closing of the acquisition of the FGC Shares occurred on September 21, 2026. FGC is a privately held self-administered, self-managed real estate investment company headquartered in North Carolina. FGC has a growing portfolio of manufactured housing communities which they own and operate. FGC's portfolio currently consists of 96 communities with over 4,000 home sites either owned or pending acquisition.

Certain officers and directors of the Company, including Kyle Cerminara, the Company's Chairman and Chief Executive Officer, also hold significant equity positions in, and serve as officers and directors of, FGC. Kyle Cerminara serves as President and Chairman of FGC. Because certain directors and officers of the Company are affiliated with FGC, the Company's acquisition of the FGC Shares on the terms set forth in the Subscription Agreement, was evaluated and approved by the Company's Board of Directors (the "Board") following a review and recommendation by both the Special Committee of the Board, consisting solely of independent directors, and an independent financial advisor.