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 June 30, 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 August 7, 2026 was 5,095,688.

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		31

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		37

ITEM 4. CONTROLS AND PROCEDURES		37

PART II. OTHER INFORMATION		38

ITEM 1. LEGAL PROCEEDINGS		38

ITEM 1A. RISK FACTORS		38

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		38

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		39

ITEM 4. MINE SAFETY DISCLOSURES		39

ITEM 5. OTHER INFORMATION		39

ITEM 6. EXHIBITS		39

SIGNATURES		40

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FG Nexus Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	June 30, 2026			December 31, 2025 ⁽¹⁾
	(Unaudited)
ASSETS
Cash and cash equivalents	$	24,923		$	13,395
Equity holdings		24,259			14,670
Property, plant and equipment, net		1,986			2,208
Assets of discontinued operations		-			133,267
Receivable from sale of ETH digital assets		14,983			-
Other assets		3,177			304
Total assets	$	69,328		$	163,844

LIABILITIES
Accounts payable and accrued expenses	$	1,865		$	4,631
Short-term debt, net of issuance costs		1,800			1,923
Deferred income taxes, net		544			365
Liabilities of discontinued operations		998			10,134
Other liabilities		-			3,300
Total liabilities		5,207			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, 620,818 shares issued and outstanding as of June 30, 2026 and 888,884 shares issued and outstanding as of December 31, 2025		15,520			22,223
Common stock, $0.001 par value; 180,000,000,000 shares authorized, 8,720,631 issued and 5,609,758 outstanding as of June 30, 2026 and 8,698,994 issued and 7,080,747 outstanding as of December 31, 2025 ⁽²⁾		70			70
Treasury stock (3,110,873 and 1,618,248 shares at cost as of June 30, 2026 and December 31, 2025, respectively)		(41,431	)		(26,133	)
Additional paid-in capital		216,994			216,682
Accumulated deficit		(126,381	)		(68,743	)
Accumulated other comprehensive loss		(651	)		(608	)
Total stockholders’ equity		64,121			143,491
Total liabilities and stockholders’ equity	$	69,328		$	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)

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenue:
Rental income	$	104		$	98		$	208		$	207
Merchant banking advisory fees		138			109			265			237
Total revenue		242			207			473			444

Expenses:
General and administrative expenses		(2,258	)		(1,549	)		(5,432	)		(3,887	)
Stock-based compensation		(129	)		(250	)		(246	)		(425	)
Loss on impairment and disposal of assets		-			(5	)		-			(5	)
Loss from operations		(2,145	)		(1,597	)		(5,205	)		(3,873	)
Other income (expense):
Interest income, net		130			5			174			1
(Loss) gain on equity holdings		(9,208	)		6,240			(9,176	)		(179	)
Gain on financial instruments		1,181			-			1,083			-
Foreign currency transaction gain (loss)		-			2			(26	)		2
Total other (expense) income, net		(7,897	)		6,247			(7,945	)		(176	)
(Loss) income from continuing operations before income taxes		(10,042	)		4,650			(13,150	)		(4,049	)
Income tax expense		(205	)		(210	)		(196	)		(142	)
Net (loss) income from continuing operations		(10,247	)		4,440			(13,346	)		(4,191	)
Net (loss) income from discontinued operations (Note 3)		(8,042	)		1,032			(43,582	)		(94	)
Net (loss) income		(18,289	)		5,472			(56,928	)		(4,285	)
(Premium) discount on repurchase of Series A Preferred Shares		(28	)		-			12			-
Dividends declared on Series A Preferred Shares		(325	)		(447	)		(695	)		(894	)
Net (loss) income attributable to common shareholders	$	(18,642	)	$	5,025		$	(57,611	)	$	(5,179	)

Basic and diluted net (loss) income per common share:
Continuing operations	$	(1.75	)	$	15.60		$	(2.21	)	$	(19.94	)
Discontinued operations		(