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. reported that director Richard E. Govignon acquired 2,988 shares of common stock on December 11, 2025 through a restricted stock unit grant. The RSUs were issued under the company's 2021 Equity Incentive Plan as payment of director fees in lieu of cash and vested in full on the grant date.
Each RSU represents a right to receive one share of common stock, and following this award Govignon directly beneficially owns 13,155 shares of FG Nexus Inc. common stock.
FG Nexus Inc. reported an insider equity grant for director Rita Hayes. On 12/11/2025, she acquired 2,935 shares of common stock in the form of restricted stock units granted under the company’s 2021 Equity Incentive Plan as payment of director fees in lieu of cash, at a reported price of $0 per share.
All of these restricted stock units vested on the grant date, and each unit represents the right to receive one share of FG Nexus common stock. Following this transaction, Rita Hayes beneficially owns 12,629 shares of the company’s common stock in direct ownership, and no derivative securities were reported.
FG Nexus Inc. director Ndamukong Suh reported receiving 2,826 shares of common stock on 12/11/2025 through restricted stock units granted as director fee payment in lieu of cash under the 2021 Equity Incentive Plan. The transaction was recorded at a price of $0 per share.
All of the restricted stock units vested on the grant date, and each unit represents a right to receive one share of FG Nexus common stock. After this equity compensation transaction, Suh beneficially owns 13,399 shares directly.
FG Nexus Inc. (FGNX) filed a current report to announce that it has released a press release with highlights of its financial and operational results for the quarter ended September 30, 2025. The company states that this press release, dated November 20, 2025, is furnished as Exhibit 99.1 and provides additional updates on its business. The filing clarifies that the information under the results and Regulation FD sections, including the exhibit, is being furnished rather than filed under securities laws, which limits its use for certain legal purposes.
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.