FG Nexus Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Departure of Independent Registered Public Accounting Firm
On December 9, 2025, upon the recommendation of the Audit Committee of the Board of Directors (the “Audit Committee”) of FG Nexus Inc. (the “Company”) and upon the approval of the Board of Directors of the Company (the “Board”), the Company accepted the resignation of Haskell & White LLP (“H&W”) as the Company’s independent registered public accounting firm, effective immediately.
H&W audited the consolidated financial statements of the Company for each of the fiscal years ended December 31, 2024 and 2023 (collectively referred to as the “financial statements”). The reports of H&W on such consolidated financial statements did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim periods through the date of resignation, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with H&W on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of H&W, would have caused them to make reference thereto in their report on the consolidated financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided H&W a copy of the above disclosure made in this Current Report on Form 8-K and has requested that H&W provide a letter addressed to the U.S. Securities and Exchange Commission stating whether H&W agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A copy of H&W’s letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On December 10, 2025, upon the recommendation of the Audit Committee and upon the approval of the Board, the Company engaged BPM LLP (“BPM”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2025, effective on December 10, 2025.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through the date of BPM’s engagement, neither the Company nor anyone acting on its behalf consulted BPM regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements and neither a written report nor oral advice was provided to the Company by BPM that BPM concluded was an important factor considered by the Company in reaching a decision as to such accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01. | Financial Statements and Exhibits. |
| EXHIBIT NO. | DESCRIPTION | |
| 16.1 | Letter from Haskell & White LLP, dated December 11, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
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: December 11, 2025 | By: | /s/ Mark D. Roberson |
| Name: | Mark D. Roberson | |
| Title: | Chief Financial Officer | |
| 2 |