How large are FG Nexus (FGNX) digital asset holdings and related losses?

FG Nexus holds digital assets including 20,638 ETH and 7,659 WSTETH with a combined carrying value of about $57.8 million and estimated market value near $63.2 million. For Q1 2026, the company recorded combined realized losses and unrealized fair value losses on these digital assets of approximately $37.0 million.

What is FG Nexus (FGNX) share repurchase activity as of April 6, 2026?

Under existing repurchase programs, FG Nexus has bought about 2.2 million common shares at an average price of roughly $16.04 and approximately 220 thousand Series A Preferred shares at about $24.88. The company plans to resume and continue both repurchase programs, subject to market conditions and other considerations.

Crypto losses and buybacks reshape FG Nexus (NASDAQ: FGNX) strategy

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FG Nexus Inc. is exploring a potential related party business combination with FG Communities, Inc., and plans to form a Special Committee of independent directors with an outside financial advisor to evaluate this and other strategic alternatives. The company aims to advance a strategy focused on tokenization of real-world assets, initially targeting affordable manufactured housing in the United States.

Preliminary figures for the quarter ended March 31, 2026 show cash and cash equivalents of approximately $14.0 million and digital assets including 20,638 ETH and 7,659 WSTETH with a combined carrying value of about $57.8 million and estimated market value of about $63.2 million. Total debt is $1.9 million, net asset value is about $11 per common share, revenue is about $0.2 million, combined realized and unrealized losses on digital assets are about $37.0 million, and loss from continuing operations is approximately $40.0 million to $45.0 million.

Under previously announced repurchase programs through April 6, 2026, FG Nexus has bought roughly 2.2 million common shares at an average price of about $16.04 and about 220 thousand Series A Preferred shares at an average price of about $24.88, and plans to resume and continue these programs subject to market conditions.

Positive

FG Nexus reports cash and cash equivalents of approximately $14.0 million and relatively low $1.9 million total debt as of March 31, 2026, alongside a preliminary net asset value of about $11 per common share, indicating a solid balance sheet base despite current losses.
Under its repurchase programs through April 6, 2026, FG Nexus has bought approximately 2.2 million common shares at an average price of about $16.04 and around 220 thousand Series A Preferred shares at about $24.88, and plans to continue these buybacks subject to market conditions.

Negative

Preliminary results for the quarter ended March 31, 2026 show combined realized and unrealized losses on digital assets of about $37.0 million, reflecting significant negative impact from ETH-related holdings.
FG Nexus expects a loss from continuing operations of approximately $40.0 million to $45.0 million on roughly $0.2 million of total revenue for the quarter, indicating severe operating and valuation pressure.
The potential business combination with FG Communities is described as a related party transaction, which can heighten governance and conflict-of-interest scrutiny even though a Special Committee and fairness opinion are planned.

Insights

FG Nexus reports large crypto-driven losses while pursuing a related party deal and sizable buybacks.

FG Nexus outlines a potential business combination with FG Communities, to be evaluated by a Special Committee with an independent financial advisor providing a fairness opinion. The company links this to its strategy of tokenizing real-world assets, initially focusing on affordable manufactured housing communities in the U.S.

Preliminary Q1 2026 data show substantial exposure to digital assets: 20,638 ETH and 7,659 WSTETH with a carrying value near $57.8 million and estimated market value of about $63.2 million. However, combined realized and unrealized losses on digital assets are approximately $37.0 million, contributing to a loss from continuing operations of about $40.0 million - $45.0 million on roughly $0.2 million in revenue.

The company reports cash and cash equivalents of around $14.0 million, total debt of $1.9 million, and net asset value of about $11 per common share as of March 31, 2026. It has been active in capital returns, repurchasing about 2.2 million common shares at an average price near $16.04 and about 220 thousand preferred shares at around $24.88, and plans to resume and continue both programs subject to market conditions. The combination of large digital asset losses, concentrated crypto exposure, and a related party transaction under review creates a complex risk-reward profile pending final results and Special Committee evaluation.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Cash and cash equivalents: $14.0 million Digital asset carrying value: $57.8 million Estimated market value of digital assets: $63.2 million +5 more

8 metrics

Cash and cash equivalents $14.0 million As of March 31, 2026

Digital asset carrying value $57.8 million 20,638 ETH and 7,659 WSTETH, as of March 31, 2026

Estimated market value of digital assets $63.2 million ETH and WSTETH holdings as of March 31, 2026

Combined digital asset losses $37.0 million Realized and unrealized losses in Q1 2026

Loss from continuing operations $40.0 million - $45.0 million Quarter ended March 31, 2026

Net asset value per share $11 Preliminary NAV per common share as of March 31, 2026

Common shares repurchased 2.2 million shares at $16.04 Through April 6, 2026, average price including commissions

Preferred shares repurchased 220 thousand shares at $24.88 Series A Preferred through April 6, 2026, average price including commissions

Key Terms

related party transaction, Special Committee, fairness opinion, tokenization of real-world assets, +2 more

6 terms

Special Committee financial

"the Board intends to establish a special committee composed solely of independent directors (the “Special Committee”)"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

fairness opinion financial

"The Special Committee is expected to retain an independent financial advisor to provide a fairness opinion for the Potential Transaction"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

tokenization of real-world assets financial

"The Company intends to advance its strategy to become a leader in the tokenization of real-world assets (the “RWA Strategy”)"

net asset value financial

"Net asset value of approximately $11 per common share"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

Understanding 8-K Material Events →

04/07/2026 - 04:01 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2026

FG NEXUS INC.

(Exact name of registrant as specified in its charter)

Nevada

001-36366

46-1119100

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

6408 Bannington Road

Charlotte, NC

28226

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (704) 994-8279

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Ticker 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

Potential Transaction

The Board of Directors (the “Board”) of FG Nexus Inc. (the “Company”) recently convened to review and discuss potential strategic alternatives to enhance long-term stockholder value and further the Company’s strategic objectives.

As part of this review, the Board discussed a potential business combination transaction with FG Communities, Inc. (“FG Communities”). FG Communities, which was established by the founders of Fundamental Global LLC, is committed to the preservation and improvement of affordable housing with a focus on acquiring, developing and managing manufactured housing communities (the “Potential Transaction”). The Board’s discussions were preliminary in nature and no decisions or agreements have been reached. There can be no assurance that the Potential Transaction will be pursued or consummated.

Since the Potential Transaction will be considered a related party transaction, the Board intends to establish a special committee composed solely of independent directors (the “Special Committee”) to evaluate the Potential Transaction or other strategic alternatives with FG Communities. The Special Committee is expected to retain an independent financial advisor to provide a fairness opinion for the Potential Transaction and to assist in the Board’s evaluation and negotiation of the Potential Transaction.

The Company intends to advance its strategy to become a leader in the tokenization of real-world assets (the “RWA Strategy”). With the potential transaction with FG Communities, the Company believes that it will be able to accelerate its RWA Strategy with an initial focus on affordable housing in the United States, particularly manufactured housing communities. The Company believes this strategy would align its digital asset platform with durable, income-producing real estate sectors that address critical housing needs.

Preliminary financial information as of March 31, 2026 and for the quarter ended March 31, 2026

The Company is also providing the following preliminary financial information as of March 31, 2026 and for the quarter ended March 31, 2026:

	●	Cash and cash equivalents on hand totaled approximately $14.0 million,
	●	The Company held digital assets, including 20,638 ETH and 7,659 WSTETH with a combined carrying value of approximately $57.8 million and a combined estimated market value of approximately $63.2 million,
	●	Total debt outstanding of $1.9 million,
	●	Outstanding shares of common stock of 6,530,207,
	●	Outstanding shares of Series A Preferred Stock of 677,160,
	●	Net asset value of approximately $11 per common share,
	●	Total revenue of approximately $0.2 million,
	●	Combined realized losses on digital assets and unrealized losses on measurement of fair value of ETH digital assets of approximately $37.0 million, and
	●	Loss from continuing operations of approximately $40.0 million - $45.0 million.

The above preliminary financial information is subject to completion of the Company’s financial closing procedures and review by the Company’s independent public accounting firm and may differ materially from the final results that will be reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

For daily updates on the Company’s ETH holdings and the Company’s NAV tracker and additional information please visit the Company’s website at https://fgnexus.io/nav-tracker. The Company’s website and the information contained therein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Common Stock Repurchase Program and Series A Preferred Stock Repurchase Program

Under the previously announced share repurchase programs, through April 6, 2026, the Company has repurchased approximately 2.2 million shares of its common stock (Nasdaq: FGNX) at an average price, including commissions, of approximately $16.04 per share, and approximately 220 thousand shares of its Series A Preferred Stock (Nasdaq: FGNXP) at an average price, including commissions, of approximately $24.88 per share. As of April 6, 2026, there were 6,530,207 shares of common stock outstanding and 674,856 shares of Series A Preferred Stock outstanding.

The Company plans to resume purchases under its previously authorized share repurchase program for its common stock, effective immediately, subject to market conditions and other considerations. The Company plans to also continue purchases under its previously authorized share repurchase program for its Series A Preferred Stock, effective immediately, subject to market conditions and other considerations.

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: April 7, 2026	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What potential transaction is FG Nexus (FGNX) considering with FG Communities?

FG Nexus is evaluating a potential business combination with FG Communities, Inc., a company focused on manufactured housing communities. The Board’s discussions are preliminary, and a Special Committee of independent directors will review the deal, supported by an independent financial advisor providing a fairness opinion.

What preliminary Q1 2026 financial results did FG Nexus (FGNX) disclose?

For the quarter ended March 31, 2026, FG Nexus reports preliminary revenue of about $0.2 million and a loss from continuing operations of approximately $40.0 million to $45.0 million. These results include about $37.0 million of combined realized and unrealized losses on digital assets such as ETH.

What strategy is FG Nexus (FGNX) pursuing with tokenization of real-world assets?

FG Nexus intends to become a leader in tokenization of real-world assets, initially focusing on affordable housing in the United States, particularly manufactured housing communities. Management believes aligning its digital asset platform with durable, income-producing real estate sectors can support this RWA Strategy and address critical housing needs.

What are FG Nexus (FGNX) key balance sheet metrics as of March 31, 2026?

As of March 31, 2026, FG Nexus reports cash and cash equivalents of about $14.0 million, total debt of $1.9 million, approximately 6,530,207 outstanding common shares, around 677,160 Series A Preferred shares, and a preliminary net asset value of roughly $11 per common share, subject to closing procedures and review.

Filing Exhibits & Attachments

4 documents