Welcome to our dedicated page for FG Nexus SEC filings (Ticker: FGNX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
FG Nexus Inc. filings document material-event disclosures for a Nevada issuer with common stock and 8.00% Cumulative Preferred Stock, Series A listed on Nasdaq. Recent Form 8-K reports cover preferred-stock dividends, share repurchase activity, reverse stock split and authorized-share changes, bylaw amendments affecting stockholder meeting quorum, and shareholder voting or governance matters.
The company’s regulatory record also includes disclosures about its digital asset treasury and real-world asset tokenization strategy, capital structure, operating and financial results, and completed asset-disposition activity involving its former reinsurance division. Regulation FD exhibits and other 8-K items provide formal records of press releases, security-rights modifications, and board-approved corporate actions.
FG Nexus Inc. ownership update: Joseph H. Moglia and affiliated entities report beneficial ownership stakes in the issuer. Mr. Moglia and Moglia Capital LLC each report 397,500 shares (6.1%) and Moglia Trust 1 and 2 report 203,000 shares (3.1%) and 30,000 shares (0.46%), respectively, based on 6,530,207 shares outstanding as of March 23, 2026.
FG Nexus Inc. is registering the resale of up to 8,000,000 shares of its Common Stock issuable upon exercise of outstanding pre-funded warrants held by selling stockholders.
The prospectus states the Company is not selling any shares here and will receive no proceeds from resale, other than any nominal exercise price paid when warrants are exercised. The filing notes a 1-for-5 reverse stock split and reports 6,530,207 shares outstanding as of March 23, 2026, and a pro forma outstanding share count of 14,530,207 assuming sale of all registered shares.
FG Nexus Inc. files a shelf registration for up to $5,000,000,000 of securities, including an at-the-market (ATM) prospectus for up to $2,500,000,000 of common stock. The shelf covers common stock, preferred stock, depositary shares, debt securities, warrants, units or combinations, to be offered from time to time.
The company has refocused on a digital-asset treasury strategy concentrated on ETH and tokenization. As of December 31, 2025 the digital asset portfolio included 40,093 ETH with an estimated fair value of $119.4 million; as of March 23, 2026 the combined ETH and WSETH fair value was approximately $64.6 million. The prospectus notes corporate actions including a 1-for-5 reverse stock split effective February 13, 2026 and various asset-sale and repurchase programs.
Nexus Inc. filed its annual report describing a major strategic pivot toward an Ethereum-focused digital asset treasury and tokenization business, while exiting legacy operations such as reinsurance and certain entertainment assets.
In 2025 the company raised significant capital through a private placement of pre-funded warrants, receiving approximately $176.0 million in cash (about $168.6 million net) and cryptocurrency totaling about $24.0 million. Nexus then accumulated ETH; as of December 31, 2025, it held 40,093 ETH with an estimated fair value of $119.4 million, and by March 23, 2026 its digital asset portfolio, including ETH and WSETH, had an estimated fair value of roughly $64.6 million.
The company also executed a 1-for-5 reverse stock split effective February 13, 2026, established a CVR trust to hold legacy assets, and completed the staged sale of its reinsurance business in exchange for released collateral, a 40% equity interest in the buyer and a $1.3 million promissory note. Nexus adopted aggressive capital management programs, authorizing up to $200 million of common share repurchases and a preferred share buyback, and had repurchased about 2.2 million common shares for approximately $34.9 million and around 202 thousand Series A preferred shares for roughly $5.0 million by March 23, 2026.
The report details extensive ETH- and crypto-related risks, including extreme price volatility, evolving regulation, potential classification of ETH as a security, Investment Company Act considerations, custody and smart contract vulnerabilities, and operational demands of an ETH staking and treasury strategy. Management emphasizes that the business now depends heavily on ETH markets and that the common stock may trade at a premium or discount to the value of underlying digital assets.
FG Nexus Inc amendment to a Schedule 13G/A states that The Vanguard Group reports 0 shares beneficially owned in the issuer's Common Stock, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026 that caused certain Vanguard subsidiaries or business divisions to report disaggregated holdings separately. The filing lists the issuer's principal executive office at 6408 Bannington Rd, Charlotte, NC, 28226 and is signed by Ashley Grim, Head of Global Fund Administration, dated 03/26/2026.
Nexus, Inc. amends its at-the-market offering program to reduce the maximum aggregate gross sales price of Common Stock that may be sold under its Sales Agreement with ThinkEquity from $5,000,000,000 to $2,500,000,000 as of March 20, 2026. The supplement states the ATM program remains in effect and unchanged in other respects. It also reports that 428,313 shares have been sold under the ATM program for aggregate gross proceeds of $15,535,037.01, and that share figures are adjusted for a 1-for-5 reverse stock split effected on February 13, 2026.
FG Nexus Inc. reported completion of the sale of its FG Reinsurance Division to Devondale Holdings, LLC. The final step occurred when Devondale paid $1.0 million in cash to FG Reinsurance Holdings, LLC on March 23, 2026, as additional consideration under an October 2025 agreement.
Earlier, at the first closing, FG Nexus received the release of $3.3 million of collateral and 40% of Devondale’s Class A voting units as consideration for 100% of the equity of FG Re and FG Solutions. FG Nexus also holds a $1.25 million promissory note from FG Re accruing interest at 6% annually, with all amounts due by June 30, 2027.
FG Nexus Inc. reports beneficial ownership disclosures for Joseph H. Moglia and affiliated entities. Mr. Moglia is shown as beneficial owner of 341,000 shares of Common Stock, equivalent to 5.2% of the issuer based on February 13, 2026 and a 6,550,000 share outstanding base after a 1-for-5 reverse split. The filing breaks ownership into Moglia Capital LLC: 341,000 shares, Moglia Trust 1: 185,000 shares, and Moglia Trust 2: 30,000 shares. It also states Moglia Capital LLC purchased 120,000 shares on February 2, 2026 and 10,000 shares on February 3, 2026 (consolidated to 26,000 shares by the reverse split) and Moglia Trust 1 purchased 45,000 shares on February 2, 2026 (consolidated to 9,000 shares by the reverse split).
FG Nexus Inc. reported a change to its corporate bylaws affecting how shareholder meetings reach a quorum. Effective February 24, 2026, meetings of stockholders now require shareholders representing one-third of the voting power, present in person or by proxy, to constitute a quorum.
When a specific class or series of stock votes separately, holders representing one-third of the voting power of that class or series, present in person or by proxy, will form a quorum for that business. The amendment to Article I, Section 6 of the bylaws was approved by the board of directors and is filed as Exhibit 3.1.
FG Nexus Inc. declared a quarterly cash dividend of $0.50 per share on its 8.00% Cumulative Preferred Stock, Series A, for the dividend period from December 15, 2025 to March 14, 2026. The dividend will be paid on March 16, 2026 to holders of record on March 2, 2026.
The preferred shares trade on Nasdaq under the symbol FGNXP, while the company’s common stock trades under FGNX. FG Nexus focuses on building a digital asset treasury and a platform for tokenizing real-world assets, including ETH-staking and stablecoin-based yield strategies.