FG Nexus Inc美股招股说明书(2026-04-14版)

FG Nexus Inc. We have entered into an ATM Sales Agreement with ThinkEquity LLC (“ThinkEquity” or the “Agent”), dated August 7, 2025 (the“Sales Agreement”) relating to the sale of shares of our common stock, $0.001 par value per share (“Common Stock”), offered by thisprospectus. In accordance with the terms of the Sales Agreement, from time to time we may offer and sell up to $2,500,000,000 ofshares of our Common Stock to or through ThinkEquity, acting as our sales agent or principal, pursuant to this prospectus. To date wehave sold $15,535,037 of shares of Common Stock. Sales of our Common Stock, if any, under this prospectus will be made by any method permitted that is deemed an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), includingsales made directly on or through the Nasdaq Global Market or any other existing trading market in the United States for our CommonStock, sales made to or through a market maker other than on an exchange or otherwise, directly to ThinkEquity as principal, innegotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in anyother method permitted by law. If we and ThinkEquity agree on any method of distribution other than sales of shares of our Common Stock on or through the NasdaqGlobal Market or another existing trading market in the United States at market prices, we will file a further prospectus supplementproviding all information about such offering as required by Rule 424(b) under the Securities Act. Subject to the terms of the SalesAgreement, ThinkEquity is not required to sell any specific number or dollar amounts of our Common Stock but will usecommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between ThinkEquityand us. There is no current arrangement for funds to be received in any escrow, trust or similar arrangement. ThinkEquity will be entitled to compensation at a commission rate of 3% of the gross sales price per share on all sales of shares ofCommon Stock sold under the Sales Agreement. See “Plan of Distribution” beginning on page S-27 for additional informationregarding the compensation to be paid to ThinkEquity. In connection with the sale of the shares of Common Stock on our behalf,ThinkEquity will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of ThinkEquitywill be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution toThinkEquity with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, asamended (the “Exchange Act”). INVESTING IN OUR COMMON STOCK INVOLVES RISKS. WE STRONGLY RECOMMEND THAT YOU READCAREFULLY THE RISKS WE DESCRIBE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUSSUPPLEMENT, AS WELL AS THE RISK FACTORS THAT ARE INCORPORATED BY REFERENCE INTO THISPROSPECTUS FROM OUR FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. SEE “RISKFACTORS” ON PAGE S-10 OF THIS PROSPECTUS. On February 13, 2026 we effected a 1-for-5 reverse split of our Common Stock (the “Reverse Stock Split”). Except as otherwiseindicated herein, all share information in this prospectus has been adjusted to reflect the Reverse Stock Split. Our Common Stock is listed on the Nasdaq Global Market under the symbol “FGNX”. On April 10, 2026, the last reported sale priceof our Common Stock on the NASDAQ was $5.45 per share. You should carefully read this prospectus, any applicable prospectus supplement and the information described under the headings“Where You Can Find More Information” and “Incorporation by Reference” before you invest in our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved thesecurities we may be offering or determined that this prospectus is accurate or complete. Any representation to the contrary isa criminal offense. The date of this prospectus is April 13, 2026 ThinkEquity TABLE OF CONTENTS ABOUT THIS PROSPECTUSS-1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-2FG NEXUS INC.S-3RISK FACTORSS-10USE OF PROCEEDSS-24PLAN OF DISTRIBUTIONS-27LEGAL MATTERSS-29EXPERTSS-29INCORPORATION BY REFERENCES-30BASE PROSPECTUSABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2FG NEXUS INC.3RISK FACTORS9USE OF PROCEEDS22DESCRIPTION OF CAPITAL STOCK23DESCRIPTION OF DEPOSITARY SHARES31DESCRIPTION OF DEBT SECURITIES32DESCRIPTION OF WARRANTS39DESCRIPTION OF UNITS40PLAN OF DISTRIBUTION41LEGAL MATTERS43EXPERTS43INCORPORATION BY REFERENCE44i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, usinga “shelf” registration process. By using a shelf registration statem