FG Nexus Inc SEC Filings

FG Nexus Inc. reported Q3 results and detailed a strategic shift to an ETH‑focused treasury. The company held $210.4 million of ETH at fair value (50,778 ETH) as of September 30, 2025, driving a $14.1 million unrealized gain in the quarter. Total revenue was $892 thousand, led by $641 thousand of ETH staking rewards following the August launch of native staking. From continuing operations, the company recorded a $3.1 million net loss in Q3 and a $3.8 million loss attributable to common shareholders.

Liquidity expanded via an August private placement of pre‑funded warrants, delivering gross proceeds of approximately $176.0 million in cash plus $24.0 million in cryptocurrency; 36.5 million pre‑funded warrants had converted by quarter‑end and 38.7 million by November 12, 2025. An ATM program sold about 2.0 million shares for $14.6 million through September 30 before being suspended in October. Legacy assets with a book value of about $48.9 million were transferred to a CVR Trust, which made an initial $10 per CVR cash distribution (~$13.3 million in total). Common shares outstanding were 39,574,350 as of November 12, 2025.

FG Nexus Inc. entered into a master digital currency loan agreement and, on October 30, 2025, executed a $10,000,000 loan under a loan term sheet with a 7.9% Borrow Fee. Loans may be funded in digital currency to the company’s wallet or in cash via wire, with specific terms set by each term sheet. All loans are callable by the lender and may be prepaid by the company.

The executed loan is evergreen and becomes due on the Recall Delivery Date, which is 30 calendar days after a Recall Request. Collateral consists of staked ETH with an Initial Collateral Level of 170% and a Margin Call Rate of 140%, with additional remedies and post‑default hedging costs applicable on default. FG Nexus also entered an Account Control Agreement under which the custodian acknowledges the lender may have a security interest in certain company assets held at the custodian.

FG Nexus Inc. will hold its 2025 Annual Meeting virtually on December 17, 2025 at 10:00 a.m. ET. Stockholders will vote to elect nine director nominees, ratify Haskell & White LLP as independent auditor for 2025, and approve a non-binding advisory resolution on executive compensation.

The record date is October 22, 2025, with 42,215,225 shares of common stock outstanding as of that date. The Board has nine members, six deemed independent under Nasdaq and SEC rules, and combines the Chairman and CEO roles under D. Kyle Cerminara. A Side Letter Agreement grants OGroup LLC the right to designate two board nominees through July 22, 2028 or earlier if the Company ceases its digital assets business. Nominees include Cerminara, Richard E. Govignon, Jr., Rita Hayes, Michael C. Mitchell, Robert J. Roschman, Ndamukong Suh, Jose Vargas, Maja Vujinovic, and Scott D. Wollney.

Auditor change: Haskell & White replaced BDO on April 1, 2024 with no reported disagreements. 2024 fees totaled $556,900, including $528,000 in audit fees and $28,900 in audit-related fees. Telephone/Internet proxies are due by 11:59 p.m. ET on December 16, 2025.

FG Nexus Inc. (FGNX) announced a new international listing, stating its common stock is now listed for trading on the Deutsche Börse in Germany under ticker symbol LU51. The disclosure was made via a Regulation FD communication and accompanied by a press release.

In the U.S., the company’s securities are listed on Nasdaq as FGNX (common stock) and FGNXP (8.00% Cumulative Preferred Stock, Series A). The company furnished the press release as Exhibit 99.1.

FG Nexus Inc. (FGNX) agreed to divest its FG Reinsurance Division to Devondale Holdings. Consideration at closing includes the release of $3.3 million of collateral, $1 million in cash, and a 40% equity interest in Devondale. FG Re will deliver a $1.25 million promissory note to FGRH at 6% interest, with principal and accrued interest due on June 30, 2027. Closing is conditioned on approval by the Cayman Islands Monetary Authority and other conditions, and is anticipated in Q4 2025.

Earlier, the company completed the sale of FG RE Corporate Member Limited and commuted certain Lloyd’s treaties, receiving $5.6 million in total consideration and recording an approximately $2.1 million impairment of assets held for sale. Upon the new transaction’s closing, Devondale’s Class A voting units are expected to be owned 40% by FGRH, 40% by Saltire Capital Ltd., and 20% by Tom Heise. Saltire will advance $1.0 million to Devondale at closing in exchange for a $1.0 million note at 6% and 40% of Devondale’s Class A voting units.

FG Nexus Inc. furnished an 8‑K under Regulation FD announcing that its common stock is now available for options trading on NYSE Arca Options and NYSE American Options. The company issued a press release on October 24, 2025, which is attached as Exhibit 99.1. This update expands where investors can trade options on FGNX without changing the company’s capital structure or operations.

FG Nexus Inc. announced it plans to initiate its previously announced Board‑approved share repurchase program. The company disclosed this via a press release dated October 20, 2025, furnished under Regulation FD.

The information was provided in an Item 7.01 update and attached as Exhibit 99.1. The company’s securities include Common Stock (ticker FGNX) and 8.00% Cumulative Preferred Stock, Series A (ticker FGNXP) listed on The Nasdaq Stock Market LLC.

FG Nexus Inc. filed an Item 8.01 update noting it has filed a Form S-3ASR to register for resale 40,000,000 shares of common stock underlying pre-funded warrants issued in a $200,000,000 private placement. This registration allows holders of those warrants or resulting shares to sell their securities under an effective shelf.

As of October 14, 2025, pre-funded warrants for 3,473,189 shares remain unexercised. The company has also sold 2,141,658 shares under its $5,000,000,000 at-the-market offering. Shares outstanding were 39,996,674 as of October 14, 2025, with a free float of 38,783,043 after deducting 1,213,631 shares held by affiliates.