FG Nexus Inc.
For the period ended Oct 31, 2025. Filed Oct 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 31, 2025 · Filed Oct 31, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
FG Nexus Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 17, 2025
October 31, 2025
To Our Stockholders:
You are cordially invited to attend our 2025 Annual Stockholders’ Meeting (the “Annual Meeting”), which will be conducted virtually at www.virtualshareholdermeeting.com/FGNX2025 on December 17, 2025 at 10:00 a.m., Eastern time, and any adjournments or postponements thereof for the following purposes:
| 1. | To elect to the Board of Directors the nine director nominees identified in the accompanying Proxy Statement, each to serve for a term as described in the Proxy Statement; |
| 2. | To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the year ending December 31, 2025; |
| 3. | To consider and act upon a non-binding advisory resolution to approve the compensation of our named executive officers; and |
| 4. | To consider and transact such other business as may properly come before the meeting or any postponement or adjournment thereof. |
Only stockholders of record at the close of business on October 22, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. We are furnishing our proxy materials, including this Proxy Statement, a proxy card or voting instruction card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to the majority of our stockholders via the Internet. Accordingly, on or about November 7, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed by intermediaries to our stockholders as of the Record Date, containing instructions on how to access the proxy materials via the Internet or request proxy materials in printed form, and how to vote your shares.
You will be able to participate in the Annual Meeting from any location worldwide via live audio webcast, and electronically vote your shares and submit questions online. We have adopted this online format to expand access to the Annual Meeting and lower the cost to our stockholders, the Company and the environment. To participate in the virtual Annual Meeting, you must first register at www.virtualshareholdermeeting.com/FGNX2025. We recommend that you log in a few minutes before the Annual Meeting begins to ensure you are logged in when the meeting starts.
Please read the Proxy Statement and vote your shares as soon as possible. Your vote is very important. Please vote by using the instructions provided in the Notice or the proxy card.
By Order of the Board of Directors,
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Chairman of the Board
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON DECEMBER 17, 2025:
This Notice and the accompanying Proxy Statement are first being distributed or made available, as the case may be, on or about November 7, 2025 and the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and Annual Report on Form 10-K for the year ended December 31, 2024 are available athttp://www.proxyvote.com.
TABLE OF CONTENTS
| PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS | 4 |
|---|---|
| QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING | 4 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 8 |
| CORPORATE GOVERNANCE | 12 |
| DIRECTOR COMPENSATION | 17 |
| PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF HASKELL & WHITE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025 | 18 |
| AUDIT COMMITTEE REPORT | 20 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 21 |
| COMPENSATION OF EXECUTIVE OFFICERS | 22 |
| PROPOSAL 3 — To consider and act upon a non-binding advisory resolution to approve the compensation of our Named Executive Officers | 32 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| TRANSACTIONS WITH RELATED PERSONS | 35 |
| OTHER MATTERS | 37 |
| HOUSEHOLDING | 37 |
| STOCKHOLDER PROPOSALS FOR PRESENTATION AT THE 2026 ANNUAL MEETING | 37 |
FG NEXUS INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.