UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36366

FG Nexus Inc.

(Exact name of registrant as specified in its charter)

Nevada

46-1119100

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6408 Bannington Road, Charlotte, NC 28226

(Address of principal executive offices and zip code)

(704) 994-8279

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	FGNX	The Nasdaq Stock Market LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share	FGNXP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller Reporting Company ☒

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of May 6, 2026 was 6,261,082.

Table of Contents

PART I. FINANCIAL INFORMATION		3

ITEM 1. FINANCIAL STATEMENTS		3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		28

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		34

ITEM 4. CONTROLS AND PROCEDURES		34

PART II. OTHER INFORMATION		35

ITEM 1. LEGAL PROCEEDINGS		35

ITEM 1A. RISK FACTORS		35

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		35

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		36

ITEM 4. MINE SAFETY DISCLOSURES		36

ITEM 5. OTHER INFORMATION		36

ITEM 6. EXHIBITS		36

SIGNATURES		37

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FG Nexus Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	March 31, 2026			December 31, 2025⁽¹⁾
	(Unaudited)
ASSETS
Cash and cash equivalents	$	14,141		$	13,395
ETH digital assets		43,455			119,384
Digital intangible assets, at cost less impairment		17,233			-
Equity holdings		17,148			14,670
Property, plant and equipment, net		2,098			2,208
Assets of discontinued operations		-			13,883
Other assets		1,606			304
Total assets	$	95,681		$	163,844

LIABILITIES
Accounts payable and accrued expenses	$	2,716		$	5,338
Short-term debt, net of issuance costs		1,863			1,923
Deferred income taxes, net		351			365
Liabilities of discontinued operations		-			9,427
Other liabilities		-			3,300
Total liabilities		4,930			20,353

Commitments and contingencies (Note 13)		-

STOCKHOLDERS’ EQUITY
Series A Preferred Shares, $25.00 par and liquidation value, 10,000,000,000 shares authorized, 677,160 shares issued and outstanding as of March 31, 2026 and 888,884 shares issued and outstanding as of December 31, 2025		16,929			22,223
Common stock, $0.001 par value; 180,000,000,000 shares authorized, 8,705,053 issued and 6,530,207 outstanding as of March 31, 2026 and 8,698,994 issued and 7,080,747 outstanding as of December 31, 2025 ⁽²⁾		70			70
Treasury stock (2,174,846 and 1,618,248 shares at cost as of March 31, 2026 and December 31, 2025, respectively)		(34,880	)		(26,133	)
Additional paid-in capital		216,799			216,682
Accumulated deficit		(107,739	)		(68,743	)
Accumulated other comprehensive loss		(428	)		(608	)
Total stockholders’ equity		90,751			143,491
Total liabilities and stockholders’ equity	$	95,681		$	163,844

(1)		Derived from the audited consolidated balance sheet.
(2)		Information pertaining to the number of shares outstanding gives retroactive effect to a 1 for 5 reverse stock split that became effective on February 13, 2026.

See accompanying notes to condensed consolidated financial statements.

FG Nexus Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)


	Three Months Ended March 31,
	2026			2025
Revenue:
Rental income	$	104		$	110
Merchant banking advisory fees		128			128
Total revenue		232			238

Expenses:
General and administrative expenses		(3,680	)		(2,337	)
Stock-based compensation		(117	)		(175	)
Realized loss on digital assets		(18,664	)		-
Unrealized loss on measurement of fair value of ETH digital assets		(17,995	)		-
Loss from operations		(40,224	)		(2,274	)
Other income (expense):
Interest income (expense), net		44			(4	)
Gain (loss) on equity holdings		32			(6,419	)
Loss on financial instruments		(98	)		-
Foreign currency transaction loss		(26	)		-
Total other expense, net		(48	)		(6,423	)
Loss from continuing operations before income taxes		(40,272	)		(8,697	)
Income tax benefit		9			68
Net loss from continuing operations		(40,263	)		(8,629	)
Net income (loss) from discontinued operations (Note 5)		1,625			(1,126	)
Net loss		(38,638	)		(9,755	)
Discount on repurchase of Series A Preferred Shares		12			-
Dividends declared on Series A Preferred Shares		(370	)		(447	)
Net loss attributable to common shareholders	$	(38,996	)	$	(10,202	)

Basic and diluted net (loss) income per common share:
Continuing operations	$	(6.13	)	$	(35.73	)
Discontinued operations		0.25			(4.44	)
Total	$	(5.88	)	$	(40.17	)

Weighted average common shares outstanding:
Basic and diluted ⁽¹⁾		6,632			254

(1)

Information pertaining to the number of shares outstanding and per share data gives retroactive effect to a 1 for 5 reverse stock split that became effective on February 13, 2026.

See accompanying notes to condensed consolidated financial statements.

FG Nexus Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(Unaudited)

	2026			2025
	Three Months Ended March 31,
	2026			2025

Net loss	$	(38,638	)	$	(9,755	)
Adjustment to postretirement benefit obligation		-			(29	)
Unrealized currency translation gain (loss) of equity method holdings		163			(59	)
Currency translation adjustment		17			71
Total other comprehensive income (loss)		180			(17	)
Comprehensive loss	$	(38,458	)	$	(9,772	)

See accompanying notes to condensed consolidated financial statements.

FG Nexus Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(in thousands)


	Preferred Stock						Common Stock								Additional					Accumulated Other			Total
	Shares Outstanding			Amount			Shares Outstanding ⁽¹⁾			Amount		Treasury Stock			Paid-In Capital		Accumulated Deficit			Comprehensive Loss			Stockholders’ Equity

Balance at December 31, 2025		889		$	22,223			7,081		$	70	$	(26,133	)	$	216,682	$	(68,743	)	$	(608	)	$	143,491
Net loss		-			-			-			-		-			-		(38,638	)		-			(38,638	)
Repurchase of Series A Preferred Shares		(212	)		(5,294	)		-			-		-			-		12			-			(5,282	)
Repurchase of common stock		-			-			(557	)		-		(8,747	)		-		-			-			(8,747	)
Vesting of restricted stock		-			-			6			-		-			-		-			-

SEC Form 10-Q filed by FG Nexus Inc.