FG Nexus Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
FGCPP$25.00-2.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001641172-25-022608
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023550
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 84 previous paragraphs and 106 current paragraphs.
24 unchanged; 24 reworded; 58 added; 36 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (58)
Current report
Following the strategic shift to a digital asset treasury strategy, our primary focus is on accumulating ETH as our primary treasury asset and increase our net asset value per share.
Current report
We recently initiated an ETH treasury strategy. ETH is the native token of the Ethereum network. Ethereum is the foundation of digital finance and settlement layer for the majority of stablecoins, Decentralized Finance (DeFi), and tokenized assets. We intend to accumulate ETH as a long-term treasury asset. Our goal is to acquire and grow our overall ETH position and utilize professional treasury strategies to increase our ETH holdings. We currently are solely invested in ETH. We may invest in other cryptocurrency or other assets in the future as we evaluate additional opportunities and transactions.
Current report
Our treasury strategy is focused on increasing net asset value through a combination of capital raising activities and treasury activities, currently including staking, and potentially other activities in the future. ETH serves as our primary treasury reserve asset, and we intend to focus on maximizing ETH accumulation and value accretion, while maintaining robust controls and oversight over these digital assets.
Current report
We expect the source of capital for our acquisitions of ETH, in the next twelve months, and beyond, will come from capital raises, future PIPEs, issuances made pursuant to our Sales Agreement and issuances of preferred stock or other structured credit/hybrid securities, as well as from potential divestitures of non-core assets such as our real estate. We intend to deploy net proceeds from future capital raising initiatives to scale our ETH treasury operations. As of September 30, 2025, we have accumulated 50,778 ETH.
Current report
Our yield strategies are currently focused exclusively on native Ethereum staking. We utilize third-party custodians, including Anchorage and BitGo (both as defined below) as well as third-party treasury management services including Galaxy Digital (as defined below) to carry out our staking strategy. Currently all ETH is held, and staking transactions are initiated and implemented, in and through our custodial accounts at Anchorage and Bitgo.
Current report
Staking rewards are issued natively by the Ethereum protocol and are deposited into our custodial wallet in the form of additional ETH. Reward amounts are determined based on the staked amount, validator performance (particularly uptime and attestation accuracy), overall network participation, and the protocol’s random selection process for block proposals. We currently intend to retain ETH rewards in the custodial wallets and allow rewards to compound. In the future, we may change our plans with respect to the handling of staking rewards.
Current report
We stake ETH directly in the Ethereum protocol through institutional-grade validator infrastructure, participating in both block validation and attestations to secure the network and support consensus. We earn rewards denominated in ETH for these activities. We currently do not commingle or pool funds with other participants. All ETH remains under our sole custody and ownership, and we maintain complete operational control over our validator fleet. At any time, we may independently exit a validator by executing the requisite transaction through our institutional custodian platforms, which include BitGo and Anchorage. All staking providers operating within these custodial frameworks utilize OFAC-compliant MEV relays, ensuring regulatory compliance while optimizing protocol-level rewards. In addition to direct staking, we are continuing to evaluate complementary strategies to generate increased yields, including institutional lending, liquid staking, restaking mechanisms, and other strategies.
Current report
We manage liquidity risks associated with staking by monitoring our potential liquidity needs and opportunities. We take a balanced approach and retain a portion of our ETH portfolio as unstaked to retain liquidity.
Current report
We are evaluating complementary yield-generation strategies, including leveraging institutional lending desks (e.g. Galaxy), liquid staking, restaking mechanisms, and other vetted institutional ETH vault managers. At the current time, we are continuing to evaluate opportunities to enhance long-term yield, but we are not actively engaged in those complimentary yield-generation activities nor have an anticipated timeline in which we intend to do so.
Current report
Agreements with Custodians
Current report
Our ETH is currently held with two institutional custodian platforms, pursuant to written agreements, which include Anchorage Digital Bank N.A., a national trust bank regulated by the Office of the Controller of the Currency (“Anchorage Digital”) and BitGo Trust Company, Inc., a South Dakota Trust chartered under the South Dakota Consolidated Laws and is supervised by the South Dakota Division of Banking (“BitGo”). All of our digital assets are in proprietary cold storage solutions at Anchorage and Bitgo.
Current report
We maintain internal controls requiring multiple levels of approval for access, initiation and approval of all transactions related to those assets. We also monitor and evaluate the internal controls of our third-party custodians, whose control environments and control procedures are subject to external audits. One element of our control procedures includes obtaining and evaluating the SOC-1 and SOC-2 reports issued by the custodians’ external auditors.
Current report
Our digital assets held by the custodians are fully segregated on-chain accounts, and as such they are not comingled with any of the custodians’ clients, or the custodians’ own balance sheet assets. Only we and our asset manager, Galaxy Digital (as defined below), have access to our ETH held by the custodians. Our custodians maintain insurance policies ranging from $100 million to $250 million for loss of property due to theft, robbery or burglary, as well as third-party computer and funds transfer fraud. However it is unlikely any form of insurance would cover 100% of our loss in the event of a total loss scenario. Our digital assets held by the custodians are not accessible by the custodians’ creditors and would never be used in the case of insolvency. As regulated entities, in the unlikely event of a custodian’s insolvency, the custodian would be liquidated by its regulator who would protect assets designated for the benefit of customers. Our digital assets are held by the custodians, such that our assets are our assets and not the assets of the custodian. Each of our custodial agreements are for a term of 1 year, with an automatic renewal if the agreement is not terminated in advance of the ending of the initial term of the agreements.
Current report
The foregoing summary of The Master Custody Service Agreement, dated July 17, 2025, between the Company and Anchorage Digital Bank N.A. and the BitGo Custodial Services Agreement, dated August 1, 2025, between the Company and BitGo Trust Company, Inc. do not purport to be complete and readers are referred to the complete text of the actual agreements, copies of which are attached hereto as Exhibits 10.18 and 10.19 and are herein incorporated by reference.
Current report
Galaxy Asset Management Agreement
Current report
We entered into an Asset Management Agreement, dated July 21, 2025 (the “Asset Management Agreement”) with Galaxy Digital Capital Management LP (“Galaxy Digital”). Galaxy Digital shall provide discretionary investment management services with respect to, among other assets (including without limitation certain subsequently raised funds), our proceeds from the Price Placement Offering (the “Account Assets”) in accordance with the terms of the Asset Management Agreement. Galaxy Digital will pursue a long-only investment strategy investing in ETH only, which strategy may include staking, restaking and liquid staking ETH to improve returns (the “ETH Strategy”). The ETH Strategy (and its risk-adjusted returns) will be overseen by our designated authorized persons. The custodian under the Asset Management Agreements will consist of Anchorage, BitGo and potentially other cryptocurrency custodians agreed to by us and Galaxy Digital.
Current report
The Company shall pay Galaxy Digital a tiered asset-based fee (the “Asset-based Fee”) ranging from 0.75% to 1.25% per annum of the Galaxy Digital’s Account Assets under management; provided, however, that the minimum Asset-based Fee payable to Galaxy Digital in any given month shall be $83,333.33 ($1 million per annum). The Asset-based Fee shall be calculated and invoiced to us on the first business day of each calendar month in arrears for the previously-concluded month, as determined by Galaxy Digital in a commercially reasonable manner and in good faith, by reference to such pricing source as agreed between the Galaxy Digital and us from time to time. For any asset prices not available on Coinbase, Galaxy Digital shall determine the value of such assets in a commercially reasonable manner and in good faith by reference to reputable industry sources.
Current report
The Asset Management Agreement was effective on July 21, 2025 and will, unless early terminated in accordance with the provisions of the Asset Management Agreement, continue in effect until the July 21, 2028, and, unless terminated in accordance with its terms, shall thereafter continue for successive one-year renewal periods upon the mutual agreement of the Galaxy Digital and us (each, a “Renewal Period”, and the period during which this Agreement is in effect, the “Term”). This Asset Management Agreement may be terminated at any time for Cause by us or Galaxy Digital upon at least thirty (30) days prior written notice to the other Party. In addition, at any time after the date that is three years after the Effective Date, this Agreement may be terminated at any time by us, by providing 90 days’ written notice to Galaxy Digital. The Asset Management Agreement defines the term “Cause” as (i) with respect to the Galaxy Digital, (a)(1) fraud, (2) material breach of its obligations under this Agreement, or (3) any action or omission constituting gross negligence in performing its obligations under this Agreement;provided, that Galaxy Digital shall have a cure period of thirty (30) days following notice of an occurrence of (1) or (2) if such breach, action or omission, as applicable is curable), (b) an act of insolvency, as defined in the Asset Management Agreement, occurring with respect to the Galaxy Digital;provided that an act of insolvency shall not be deemed to occur if Galaxy Digital assigns its obligations under this Agreement to an affiliate that is not subject to an Act of Insolvency, and (c) is dissolved;provided that such dissolution shall not be deemed to occur if the Galaxy Digital assigns its obligations under this Agreement to an affiliate that is not subject to dissolution; and (ii) with respect to us (a) a material breach by us of our obligations under the Asset Management Agreement (provided, that we shall have a cure period of thirty (30) days following notice of breach in the case of any such breach that is susceptible of cure) or (b) it becomes unlawful under any applicable law (as determined by Galaxy Digital in its sole discretion) for Galaxy Digital to perform its obligations under the Asset Management Agreement, in which case Galaxy Digital may immediately suspend its performance of all obligations under this Agreement and may terminate the Asset Management Agreement with three days prior written notice. Termination shall not affect liabilities or obligations incurred or arising from transactions initiated under the Asset Management Agreement prior to such termination, including the provisions regarding arbitration, which shall survive any expiration or termination of the Asset Management Agreement.
Current report
The foregoing summary of the Asset Management Agreement does not purport to be complete and readers are referred to the complete text of the Asset Management Agreement, which is attached hereto as Exhibit 10.4 and is herein incorporated by reference.
Current report
Background on Ethereum
Current report
Ethereum is an open-source, decentralized blockchain that went live on July 30, 2015; its native digital asset, ether (“ETH”), is required to pay transaction fees and for computation on the network (often called “gas,” commonly quoted in gwei, where 10^9 gwei = 1 ETH). The Ethereum network’s software is maintained by multiple independent client teams and upgraded through the public Ethereum Improvement Proposal (“EIP”) process; developers publish proposed changes in the open, and upgrades are only activated if node operators and validators voluntarily download and run client releases implementing them—no single entity controls the protocol. In practice, community consensus among client teams, researchers, node operators, validators, application developers and users drive adoption of upgrades; updates are not “automatically” adopted and take effect only to the extent validators and nodes choose to run the new code.
Current report
At genesis, 72.0 million ETH were created and distributed as follows: 60.0 million ETH (≈83.33%) sold to the public in a 2014 crowd sale; 6.0 million ETH (≈8.33%) to the Ethereum Foundation; 3.0 million ETH (≈4.17%) to developers; and 3.0 million ETH (≈4.17%) to a developer purchase program. Subsequent supply growth was originally driven by issuance to miners under proof-of-work; in August 2021, the EIP-1559 upgrade introduced a protocol-set base fee that is burned (permanently removed from supply) plus a separate priority fee (tip) to compensate block producers. On September 15, 2022, Ethereum completed “the Merge,” transitioning to proof-of-stake, under which validators stake ETH (a full validator currently requires a 32-ETH deposit) to propose and attest to blocks and earn protocol rewards, subject to penalties and potential slashing (loss of a portion of staked ETH) for malicious behavior or certain faults. On March 13, 2024, the Dencun upgrade (including EIP-4844) added “blob” data space intended to reduce data costs for Layer-2 rollups that settle to Ethereum, improving throughput economics for those systems.
Current report
ETH serves as: (i) gas to pay for transactions and smart-contract computation on the base layer (the required base fee is burned; users may add a priority tip); (ii) economic security for the network via staking by validators; and (iii) widely used collateral and medium of exchange across decentralized finance (“DeFi”) applications and for purchasing or minting non-fungible tokens (“NFTs”) on Ethereum.
Current report
ETH does not have a fixed maximum supply under the protocol; net supply varies over time based on issuance (primarily to validators) less burns under EIP-1559, and has at times been net-inflationary and at other times net-deflationary depending on network activity. As of August 23, 2025, ETH’s circulating supply is approximately 120.7 million ETH. ETH’s market capitalization is approximately $570 billion; 24-hour spot trading volume is approximately $63.6 billion; and 30-day cumulative spot volume is approximately $748.3 billion, implying a 30-day average daily volume of about $25 billion/day; figures are sourced from a widely used third-party aggregator and are volatile
Current report
Ethereum’s base-layer protocol is open-source and developed through the EIP process (see EIP-1), with public discussion and review among core developers, independent client teams, researchers, node operators, validators, and users; upgrades are implemented in client software and become effective on-chain only as operators and validators elect to run the upgraded clients. This decentralized, opt-in governance model means no central authority can unilaterally impose changes to the network. Of additional note, transaction fees on Ethereum are only payable in ETH, and gas prices are often quoted in gwei (1 ETH = 1,000,000,000 gwei). Staking exposes validators to potential slashing penalties (e.g., for double-signing or extended downtime) under protocol rules
Current report
Merchant Banking
Current report
Merchant banking services include various strategic, administrative, and regulatory support services to newly formed SPACs (our SPAC platform). Additionally, the Company co-founded a partnership, FG Merchant Partners, LP (“FGMP”), formerly known as FG SPAC Partners, LP, to participate as a co-sponsor for newly formed SPACs and other merchant banking clients.
Current report
In addition, our merchant banking division has facilitated the launch of several new companies, including FG Communities, Inc. (“FGC”), a self-managed real estate company focused on a growing portfolio of manufactured housing communities which are owned and operated by FGC, and Craveworthy LLC (“Craveworthy”), an innovative fast casual restaurant platform company.
Current report
Recent Developments and Transactions
Current report
Private Placement Offering
Current report
Charter Amendments
Current report
As approved by a majority of its stockholders by written consent, dated July 23, 2025, we filed a certificate of amendment to our amended and restated articles of incorporation with the Nevada Secretary of State on September 5, 2025 to (i) increase the total number of authorized shares of Common Stock from 4.0 million to 1.0 billion, (ii) increase the total the number of authorized shares of preferred stock, par value $.001 per share (the “Undesignated Preferred Stock”) from 100.0 million to 500.0 million, (iii) increase the total the number of authorized shares of 8% cumulative preferred stock, Series A (the “Series A Preferred Stock”) from 1.0 million to 15.0 million and (iv) change the name of the Company to “FG Nexus Inc.” (the “September Charter Amendment”). The September Charter Amendment was declared effective on September 5, 2025.
Current report
A majority of our stockholders approved, by written consent, dated September 4, 2025, a certificate of amendment to our amended and restated articles of incorporation (the “October Charter Amendment”) to (a) increase the total number of authorized shares of Common Stock from 1.0 billion shares to 900.0 billion shares and the total number of authorized shares of preferred stock from 500.0 million shares to 100.0 billion shares (collectively, the “Preferred Stock”), of which (i) 10.0 billion shares of Preferred Stock (increased from 15.0 million) are designated 8% cumulative preferred stock, Series A, par value $25.00 (the “Series A Preferred Stock”), and (ii) 90.0 billion shares of Preferred Stock (increased from 485.0 million shares) are undesignated preferred stock, par value $.001 per share (the “Undesignated Preferred Stock”), (b) require that certain “Concurrent Jurisdiction Actions” and “Internal Actions” (as such terms are defined in NRS 78.046, collectively, the “Internal Actions”) must be brought solely or exclusively in the Eighth Judicial District Court of Clark County in the State of Nevada and that such Internal Actions should be tried before a judge rather than a jury, in accordance with NRS 78.046(4); (c) clarify that any change of the Company’s name shall not require consent of the Company’s stockholders, in accordance with NRS 78.390(8); (d) have the Company “opt out” of the interested stockholder combination provisions set forth in NRS Sections 78.411 to 78.444, inclusive; and (e) have the Company “opt out” of the control share provisions set forth in NRS Sections 78.378 to 78.3793, inclusive (the “Additional Charter Amendment”). In connection with the Additional Charter Amendment, we also intend to amend our By-laws to clarify the applicable voting thresholds for proposed amendments to the By-Laws. The October Charter Amendment was filed with and declared effective by the Secretary of State of the State of Nevada, on October 7, 2025.
Current report
Asset Transfer and CVR Trust
Current report
ATM Offering
Current report
On August 7, 2025, we entered into a Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”), pursuant to which we may offer and sell, from time to time through the Sales Agent, up to such number or dollar amount of shares that would not (a) exceed the number or dollar amount of shares of Common Stock registered on the effective registration statement pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from our authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), subject to the terms and conditions of the Sales Agreement. We filed a Registration Statement on Form S-3 offering up to $5 billion of the Shares. Under the Sales Agreement, the Sales Agent may sell the Shares in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Global Market or any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. We may instruct the Sales Agent not to sell the Shares if the sales cannot be effected at or above the price designated us from time to time. Through September 30, 2025, we sold a total of approximately 2.0 million shares of Common Stock pursuant to the Sales Agreement, which generated gross proceeds of approximately $14.6 million. Through October 12, 2025, we sold a cumulative total of approximately 2.1 million shares of Common Stock pursuant to the Sales Agreement, which generated gross proceeds of approximately $15.5 million. As of October 13, 2025, the Company suspended the ATM. While the Company plans to reinstate the ATM and to sell additional Shares, as of the date of this Quarterly Report on Form 10-Q (this “Form 10-Q”), the reinstatement of the ATM has not yet occurred.
Current report
Share Repurchase Program
Current report
In September 2025, our Board adopted a share repurchase program to acquire up to $200 million of our outstanding common stock (the “Share Repurchase Program”). The Stock Repurchase Program, which is open-ended, allows us to repurchase our Common Stock from time to time in the open market and in negotiated transactions. Any repurchases conducted pursuant to the Share Repurchase Program will be in accordance with Rule 10b-18 of the Exchange Act and will be made in accordance with applicable laws and regulations in effect from time to time. Subject to applicable rules and regulations, the shares of common stock may be purchased from time to time in the open market transactions and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements, and other business considerations.
Current report
We had no activity under the share repurchase program during the three or nine months ended September 30, 2025. Commencing on October 23, 2025, and through November 12, 2025, we have purchased a total of approximately 2.6 million shares of our Common Stock at a total cost (including commissions) of approximately $10.1 million, representing approximately 6% of our common stock outstanding immediately prior to implementation of the program. All repurchased shares are recorded as treasury stock.
Current report
Agreement to Sell Reinsurance Business
Showing the first 40 of 58 passages. Open the source sections for the rest.
Removed paragraphs (36)
Previous report
Recent Developments
Previous report
Closing of Private Placement Offering
Previous report
Each of the Pre-Funded Warrants is exercisable, following the effectiveness of the Charter Amendment, for one share of the Company’s common stock with an exercise price of $0.001 per Pre-Funded Warrant Share and may be exercised at any time until all of the Pre-Funded Warrants issued in the Offering are exercised in full. Certain Pre-Funded Warrants were issued with an automatic exercise feature, which will result in the automatic exercise of such Pre-Funded Warrant upon the effectiveness of the Charter Amendment. Each Purchaser’s ability to exercise its Pre-Funded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.
Previous report
On August 4, 2025, we closed on the Offering for expected aggregate gross proceeds of $200 million before deducting placement agent fees and other offering expenses (funded in a combination of cash and cryptocurrencies) to launch our Ethereum treasury strategy. We intend to use the net proceeds from the Offering to fund the acquisition of cryptocurrency, the establishment of our cryptocurrency treasury operations as well as pay all transaction fees, expenses, professional fees and other costs incurred in connection with the Offering and for general corporate purposes.
Previous report
The Pre-Funded Warrants and the Pre-Funded Warrant Shares were offered in reliance upon the exemption from the registration requirement of the Securities Act pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
Previous report
Charter Amendment
Previous report
On July 23, 2025, our board of directors (the “Board”) and stockholders holding at least a majority of our outstanding voting shares (the “Consenting Stockholders”) approved an amendment to our Articles of Incorporation to, among other things, increase our authorized capital stock and to change our name (the “Charter Amendment”). The Charter Amendment includes (i) an increase in the total number of authorized shares of common stock from 4,000,000 to 1,000,000,000, the number of authorized shares of preferred stock, par value $.0001 per share, from 99,000,000 to 500,000,000, and the number of authorized shares of 8% cumulative preferred stock, Series A from 1,000,000 to 15,000,000 and (ii) a change in the name of the Company to “FG Nexus Inc.” We filed a preliminary information statement on Schedule 14C (the “Information Statement”) with the Securities and Exchange Commission (the “SEC”) on July 30, 2025 to provide notice to its stockholders of the approval of certain corporate actions, including the Charter Amendment. The Charter Amendment is expected to be filed by the Company as soon as practicable after the required 20-calendar day waiting period following the mailing of the definitive Information Statement to stockholders.
Previous report
Asset Transfer
Previous report
The transferred assets will include: (i) all interests in Strong Technical Services, Inc., (ii) the preferred shares of Saltire Capital Ltd. plus all accumulated dividends, (iii) all shares or other interests in FG Merchant Partners, (iv) all interests in Firefly Systems Inc., (v) all interests in Green First Forest Products Ltd., (vi) all interests in FG Communities Inc., (vii) all interests in Craveworthy Brands, (viii) all interests in FG Merger II Corp., (ix) all interests in Aldel Financial II Inc., (x) all interests in Greenland Exploration Limited, (xi) all interests in Argo Holdings, (xii) all interests in Think Markets, (xiii) all interests in Pivotal Capital, (xiv) all interests in B-Scada Inc. and (xv) all current cash and cash equivalents of the Company as of the establishment of the CVR Trust.
Previous report
Additional Approvals in connection with the Offering
Previous report
In connection with the Offering and in accordance with Nasdaq listing rules, our Board and Consenting Stockholders also approved the issuance of: (i) greater than 19.9% of the Company’s outstanding common stock and the related possible change in control of the Company (as defined by Nasdaq listing rules) as a result of the potential issuance to an institutional investor (the “Investor”) of such number of shares as would result in the Investor being the largest beneficial owner of our common stock following the consummation of the Offering and the effectiveness of the Charter Amendment, and (ii) an aggregate of 1,360,000 warrants to strategic advisors and FG Merchant Partners LP concurrently with the closing of the Offering at a price below Nasdaq’s minimum price.
Previous report
We are closely monitoring U.S. trade policy developments with countries from which we and our customers source product and equipment. There is uncertainty as to the extent and duration of additional tariffs that have or may be imposed on imports from these countries. Additionally, certain of our U.S.-based suppliers source some of their components from these countries, which could result in higher procurement costs from U.S.-based suppliers. Our results of operations in future periods may be adversely impacted if we were unable to navigate the foreign regulatory environment.
Previous report
Management’s discussion and analysis of financial condition and results of operations reflects the continuing operations of the Company as they existed of June 30, 2025. However, as a result of the recent developments described above, the results reported for the current quarterly period are not indicative of the Company’s future plans or expected future operating results or financial position.
Previous report
Revenue
Previous report
Total revenue during the three months ended June 30, 2025 increased $11.0 million from the prior year period as a result of higher non-cash equity method adjustments in the current quarter combined with an increase in product and services revenues in our managed services business.
Previous report
Revenue from products and services, which primarily includes our managed services segment, increased $0.8 million or 9.4% to $9.1 million during the three months ended June 30, 2025 from $8.3 million during the three months ended June 30, 2024. The increase in revenue during the second quarter of 2025 was primarily related to higher digital equipment sales, as well as installation services, as the industry momentum that started towards the end of the first quarter of 2025 continued into the second quarter. We expect those trends to continue in the remainder of the year, however, we are monitoring the economic environment and customer order trends closely as the year progresses.
Previous report
Expenses
Previous report
Total expenses decreased $0.8 million or 7.5% to $10.0 million for the three months ended June 30, 2025 from $10.9 million for the three months ended June 30, 2024. Expenses are comprised of cost of sales related to managed services, costs of the asset management business and selling, general and administrative expenses.
Previous report
The decrease in total expenses during the second quarter of 2025 compared to the prior year period is comprised of a $1.3 million reduction in general and administrative expenses, partially offset by a $0.5 million increase in costs of products sold and services provided to our customers in connection with year-over-year increase in revenue. The decrease in general and administrative expenses was primarily due to our cost reduction initiatives.
Previous report
Income from Operations
Previous report
Income from operations increased $11.9 million or 180.5% to $5.3 million for the three months ended June 30, 2025 from a loss from operations of $6.6 million during the three months ended June 30, 2024. The increase in the income from operations was primarily due to the higher non-cash gains on equity holdings, an increase in gross profit from STS, and lower general and administrative expenses.
Previous report
Net Income from Continuing Operations
Previous report
Net income from continuing operations increased $11.6 million to $5.0 million for the three months ended June 30, 2025 from a net loss from continuing operations of $6.6 million during the three months ended June 30, 2024. The increase in net loss from continuing operations was due to the increase in income from operations in the second quarter of 2025, partially offset by higher income tax expense in the current year.
Previous report
Revenue
Previous report
Total revenue during the six months ended June 30, 2025 increased $6.8 million or 77.0% from the prior year period as a result of higher non-cash equity method adjustments in the current quarter, partially offset by a decrease in product sale revenues in our managed services business.
Previous report
Revenue from products and services, which primarily includes our managed services segment, decreased $0.4 million or 2.4% to $15.9 million during the six months ended June 30, 2025 from $16.3 million during the six months ended June 30, 2024. The decrease in revenue during the first half of 2025 was primarily related to lower product sales as we saw cinema customers delay projects partly due to a softer first quarter release schedule and box office, combined with a reaction to the overall macroeconomic uncertainties in early 2025. We saw order volumes and revenues rebound in the second quarter and expect those trends to continue in the remainder of the year, however, we are monitoring the economic environment and customer order trends closely as the year progresses.
Previous report
Expenses
Previous report
Total expenses decreased $3.1 million or 14.0% to $19.3 million for the six months ended June 30, 2025 from $22.4 million for the six months ended June 30, 2024. Expenses are comprised of cost of sales related to managed services, costs of the asset management business and selling, general and administrative expenses.
Previous report
The decrease in total expenses during the first half of 2025 compared to the prior year period is comprised of a $1.4 million reduction in general and administrative costs and a $1.5 million non-cash impairment related to the sale of the Digital Ignition building recognized in the prior year period. The decrease in general and administrative expenses was primarily due to the mergers and our cost reduction initiatives.
Previous report
Loss from Operations
Previous report
Loss from operations decreased $10.0 million or 73.7% to $3.6 million for the six months ended June 30, 2025 from $13.5 million during the six months ended June 30, 2024. The improvement in the loss from operations was primarily due to lower general and administrative expenses and higher non-cash gains on equity holdings, partially offset by lower gross profit from STS, and the $1.5 million non-cash impairment related to the sale of the Digital Ignition building recognized in the prior year period.
Previous report
Net Loss from Continuing Operations
Previous report
Net loss from continuing operations decreased $8.1 million to $3.7 million for the six months ended June 30, 2025 from $11.8 million during the six months ended June 30, 2024. The improvement in net loss from continuing operations was due to the improvement in loss from operations in the first half of 2025, partially offset by a $1.8 million gain related to the FGF merger transaction that closed in the first quarter of 2024.
Previous report
Current Expected Credit Loss
Previous report
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Management determines the allowance for expected credit losses based on several factors, including overall customer credit quality, historical write-off experience and a specific analysis that projects the ultimate collectability of the account. As such, these factors may change over time causing the allowance level and provision for expected credit losses to be adjusted accordingly. Past due accounts are written off when our efforts have been unsuccessful in collecting amounts due.
Previous report
Revenue Recognition for Products and Services
Reworded paragraphs (24)
Previous wording
Unless context denotes otherwise, the terms “Company,” “Fundamental Global” “we,” “us,” and “our,” refer to Fundamental Global Inc., and its subsidiaries.
Current wording
Unless context denotes otherwise, the terms “Company,” “FG Nexus” “we,” “us,” and “our,” refer to FG Nexus Inc., and its subsidiaries.
Previous wording
Management cautions that the forward-looking statements in this Annual Report on Form 10-K are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, general conditions in the global economy; risks associated with operating in the merchant banking and managed services industries, including inadequately priced insured risks and credit risk; risks of not being able to execute on our asset management strategy and potential loss of value of our holdings; risk of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; risks of not being able to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; and potential conflicts of interest between us and our directors and executive officers.
Current wording
Management cautions that the forward-looking statements in this Quarterly Report on Form 10-Q are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, general conditions in the global economy; risks associated with operating in the digital assets and merchant banking industries, including inadequately priced insured risks and credit risk; risks of not being able to execute on our asset management strategy and potential loss of value of our holdings; risk of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; risks of not being able to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; and potential conflicts of interest between us and our directors and executive officers.
Previous wording
Fundamental Global Inc. (“FG”, “FGF”, the “Company”, “we”, or “us”) is a holding company incorporated in the state of Nevada. On December 9, 2022, FG completed its reincorporation from a Delaware corporation to a Nevada corporation. Our Common Stock and Series A Preferred are currently listed on Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “FGF” and “FGFPP,” respectively.
Current wording
FG Nexus, formerly known as Fundamental Global Inc., is a holding company incorporated in the state of Nevada. On December 9, 2022, the Company completed its reincorporation from a Delaware corporation to a Nevada corporation. On September 5, 2025, the Company changed its name from “Fundamental Global Inc.” to “FG Nexus Inc.” Our common stock and Series A preferred shares are currently listed on Nasdaq under the symbols “FGNX” and “FGNXP,” respectively. The Company currently conducts business through its business segments including digital assets and merchant banking.
Previous wording
On July 29, 2025, we entered into a securities purchase agreement with certain accredited investors (the “Purchasers”) pursuant to which we agreed to sell and issue to the Purchasers in a private placement offering (the “Offering”) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 40,000,000 shares of our common stock (the “Pre-Funded Warrant Shares”) at an offering price of $5.00 per Pre-Funded Warrant, payable at the option of the Purchaser in cash, Bitcoin or ETH, the native token of the Ethereum network.
Current wording
In July 2025, we entered into securities purchase agreement with certain accredited investors (the “Purchasers”) pursuant to which we agreed to sell and issue to the Purchasers in a private placement offering (the “Private Placement Offering”) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 40,000,000 shares (the “Pre-Funded Warrant Shares,”) of our common stock, par value $0.001 per share (the “Common Stock”) at an offering price of $5.00 per Pre-Funded Warrant payable at the option of the Purchaser in cash, Bitcoin, USDC or ETH. The Private Placement Offering closed in August 2025. Upon the effectiveness of the September Charter Amendment, approximately 34.0 million Pre-Funded Warrants automatically converted into shares of our Common Stock. As of November 12, 2025, a total of approximately 38.7 million Pre-Funded Warrants have been converted into our Common Stock, and approximately 1.3 million Pre-Funded Warrants remained unconverted.
Previous wording
The Company intends to transfer a significant portion of its current assets (the “Asset Transfer”) to a trust (the “CVR Trust”) to be established in connection with the creation of contingent value rights (“CVRs”) for the benefit of the Company’s current stockholders. The Company will distribute the CVRs to the Company’s existing stockholders prior to the effectiveness of the Charter Amendment and the exercise of any of the Pre-Funded Warrants sold in the Offering. The CVRs represent the contractual right to receive a pro rata portion of the net proceeds received by the CVR Trust upon the future disposition, if any, of the assets transferred to the CVR Trust by the Company. The Company has fixed August 8, 2025 as the record date for the Company stockholders who will receive the CVRs and the CVRs will be distributed to the Company’s stockholders shortly thereafter.
Current wording
In August 2025, in connection with the Private Placement Offering and the launch of our treasury strategy, we transferred a significant portion of our legacy assets (the “Asset Transfer”) to a trust (the “CVR Trust”) established in connection with the creation of contingent value rights (“CVRs”) for the benefit of our stockholders as of August 8, 2025. We distributed the CVRs prior to the effectiveness of the Charter Amendment and the exercise of any of the Pre-Funded Warrants sold in the Private Placement Offering. The CVRs represent the contractual right to receive a pro rata portion of the net proceeds received by the CVR Trust upon the future disposition, if any, of the assets transferred to the CVR Trust by the Company
Previous wording
Following the Asset Transfer, the Company will retain assets relating to, among other things, its reinsurance business segment, its merchant banking business segment, certain real estate assets, and certain equity holdings. The Company expects to enhance and expand its existing financial industry segments through its adoption of an Ethereum treasury, staking and RWA tokenization strategy that will be implemented following the closing of the Offering.
Current wording
Following the Asset Transfer, we retained assets relating to, among other things, our reinsurance business, our merchant banking business, certain real estate assets, and certain equity holdings.
Previous wording
On May 30, 2024, the Company and Strong Global Entertainment, an operating company in which we held approximately 76% of the Class A common shares, entered into a definitive arrangement agreement and plan of arrangement to combine the companies in an all-stock transaction (the “Arrangement”). Upon completion of the Arrangement, the stockholders of Strong Global Entertainment received 1.5 common shares of the Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing, Strong Global Entertainment ceased to exist, and its common shares were delisted from NYSE American LLC (“NYSE American”) and deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”). As the Company was the majority shareholder of Strong Global Entertainment, the financial results of Strong Global Entertainment are presented on a consolidated basis in the Company’s condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”).
Current wording
On May 30, 2024, the Company and Strong Global Entertainment, an operating company in which we held approximately 76% of the Class A common shares, entered into a definitive arrangement agreement and plan of arrangement to combine the companies in an all-stock transaction (the “Arrangement”). Upon completion of the Arrangement, the stockholders of Strong Global Entertainment received 1.5 common shares of the Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing, Strong Global Entertainment ceased to exist, and its common shares were delisted from NYSE American LLC (“NYSE American”) and deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”). As the Company was the majority shareholder of Strong Global Entertainment, the financial results of Strong Global Entertainment are presented on a consolidated basis in the Company’s condensed consolidated financial statements included in this Form 10-Q.
Previous wording
As a result of the reverse merger of FGF and FGH, the consolidated financial statements for the periods prior to the merger represent the results of FGH, as the accounting acquirer. For periods subsequent to the merger, the consolidated financial statements represent the combined results of FGH and FGF. As a result, the six months ended June 30, 2024 presents six months of activity related to the FGH operations and four months of activity related to the FGF operations. Accordingly, the results of the current period and the prior period may not be directly comparable. In addition, Strong Studios, Strong/MDI and our reinsurance business are presented as discontinued operations in the accompanying consolidated financial statements.
Current wording
As a result of the reverse merger of FGF and FGH, the consolidated financial statements for the periods prior to the merger represent the results of FGH, as the accounting acquirer. For periods subsequent to the merger, the consolidated financial statements represent the combined results of FGH and FGF. As a result, the nine months ended September 30, 2024 presents nine months of activity related to the FGH operations and seven months of activity related to the FGF operations. Accordingly, the results of the current period and the prior period may not be directly comparable. In addition, STS, Strong Studios, Strong/MDI and our reinsurance business are presented as discontinued operations in the accompanying condensed consolidated financial statements.
Previous wording
We sold Strong Studios and Strong/MDI during 2024. The results of those business units are presented as Discontinued Operations in the accompanying consolidated financial statements. We entered into an agreement for the sale of a portion of our reinsurance business for $5.6 million, which closed in the second quarter of 2025. Our original intent was to sell all of the reinsurance business and that remained the case as of June 30, 2025. In connection with the transactions occurring in July 2025, we will reassess those plans as part of our new strategy (see Recent Developments).
Current wording
We sold Strong Studios and Strong/MDI during 2024, and distributed our managed services business to the CVR Trust in August 2025. In addition, we entered into an agreement for the sale of a portion of our reinsurance business for $5.6 million, which closed in the second quarter of 2025. In October 2025, we entered into an agreement to sell the remaining portion of the reinsurance business. The results of each of these business units are presented as Discontinued Operations in the accompanying condensed consolidated financial statements.
Previous wording
Because of the reverse merger transaction, the first half of 2024 includes four months of revenue, expenses and cash flows from FGF whereas the first half of 2025 reflects six full months of consolidated operating activities. Accordingly, comparisons between periods may not be comparable.
Current wording
Because of the reverse merger transaction, the first nine months of 2024 includes seven months of revenue, expenses and cash flows from FGF whereas the first nine months of 2025 reflects nine full months of consolidated operating activities. Accordingly, results between periods may not be comparable.
Previous wording
Management’s discussion and analysis of financial condition and results of operations reflects the continuing operations of the Company as they existed of June 30, 2025. However, as a result of the recent developments described below, the results reported for the current quarterly period are not indicative of the Company’s future plans or expected future operating results or financial position.
Current wording
Management’s discussion and analysis of financial condition and results of operations reflects the continuing operations of the Company as they existed as of September 30, 2025.
Previous wording
Gains on our equity holdings were $7.2 million higher during the first half of 2025 as compared to the prior year period primarily as a result of increases in the market value of the common stock of Saltire. Our results of equity holdings are impacted by many factors including market volatility, which can be amplified in any given short term measurement period.
Current wording
Losses on our equity holdings were higher during the third quarter of 2025 as compared to the prior year period primarily as a result of equity method losses from Saltire, partially offset by dividend income from Saltire recorded during the three months ended September 30, 2025. Results of equity holdings are impacted by many factors including market volatility, which can be amplified in any given short term measurement period.
Previous wording
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
Current wording
Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024
Previous wording
Gains on our equity holdings were higher during the second quarter of 2025 as compared to the prior year period primarily as a result of increases in the market value of the common stock of Saltire, as well as equity method gains on the common shares of Saltire we directly hold. Our results of equity holdings are impacted by many factors including market volatility, which can be amplified in any given short term measurement period.
Current wording
Losses on our equity holdings were lower during the first nine months of 2025 as compared to the prior year period primarily as a result of lower equity method losses on the common shares of Saltire and other equity method holdings, partially offset by dividend income from Saltire recorded during the nine months ended September 30, 2025. Results of equity holdings are impacted by many factors including market volatility, which can be amplified in any given short term measurement period.
Previous wording
The Company accounts for revenue using the following steps:
Current wording
The Company accounts for revenue for rental income and merchant banking advisory services using the following steps:
Previous wording
We combine contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. We estimate the amount of total contract consideration we expect to receive for variable arrangements by determining the most likely amount we expect to earn from the arrangement based on the expected quantities of services we expect to provide and the contractual pricing based on those quantities. We only include some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. We consider the sensitivity of the estimate, our relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.
Current wording
The Company combines contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. Management estimates the amount of total contract consideration the Company expects to receive for variable arrangements by determining the most likely amount we expect to earn from the arrangement based on the expected quantities of services the Company expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. Management considers the sensitivity of the estimate, the Company’s relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.
Previous wording
As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. We typically do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.
Current wording
As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for providing services. The Company typically does not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.
Previous wording
We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when we have an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients, or receive cash, in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.
Current wording
The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when we have an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients, or receive cash, in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.
Previous wording
We defer costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. We did not have any deferred contract costs as of June 30, 2025 or December 31, 2024.
Current wording
The Company defers costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. The Company did not have any deferred contract costs as of September 30, 2025 or December 31, 2024.
Previous wording
The purpose of liquidity management is to ensure that there is sufficient cash to meet all financial commitments and obligations as they fall due. The liquidity requirements of the Company and its subsidiaries have been met primarily by funds generated from operations, proceeds from the sales of our equity holdings and credit facilities.
Current wording
The purpose of liquidity management is to ensure that there is sufficient cash to meet all financial commitments and obligations as they fall due. The liquidity requirements of the Company and its subsidiaries have been met primarily by funds generated from operations, proceeds from capital raises, the sales of our equity holdings and credit facilities.
Previous wording
The following table summarizes the Company’s consolidated cash flows for the three months ended June 30, 2025 and 2024 (in thousands).
Current wording
The following table summarizes the Company’s consolidated cash flows for the nine months ended September 30, 2025 and 2024 (in thousands).
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities from continuing operations was approximately $3.4 million, compared to $3.2 million for the six months ended June 30, 2024. Cash from operations decreased primarily due to increased working capital.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities from continuing operations was approximately $4.1 million, compared to $5.2 million for the nine months ended September 30, 2024. Cash used in operations decreased over the prior year primarily due to the receipt of $0.8 million of dividends on the Saltire preferred shares and improvements in working capital.
Previous wording
For the six months ended June 30, 2025, net cash provided by investing activities from continuing operations was approximately $3.5 million, compared to $4.3 million for the six months ended June 30, 2024. Cash provided by investing activities during the six months ended June 30, 2025 primarily included $3.4 million of a net inflow from the sale of equity holdings. Cash provided by investing activities during the six months ended June 30, 2024 included $1.9 million of an increase in cash as a result of the Merger of FGF and FGH, $1.3 million of net proceeds from the sale of the building in Alpharetta and $1.2 million of proceeds from the sale of equity holdings.
Current wording
For the nine months ended September 30, 2025, net cash used in investing activities from continuing operations was approximately $161.9 million, compared to $10.4 million of cash provided by investing activities during the nine months ended September 30, 2024. Cash used in investing activities during the nine months ended September 30, 2025 primarily included $171.7 million of ETH purchases, partially offset by $3.2 million of a net inflow from the sale of equity holdings and $7.5 million of principal received as a result of the redemption of Saltire preferred shares. Cash provided by investing activities during the nine months ended September 30, 2024 included $1.9 million of an increase in cash as a result of the Merger of FGF and FGH, $6.2 million of proceeds from the sale of the building in Alpharetta and $2.3 million of proceeds from the sale of equity holdings.
Previous wording
For the six months ended June 30, 2025, net cash used in financing activities from continuing operations was approximately $1.7 million compared to $1.3 million for the six months ended June 30, 2024. Cash used in financing activities during the six months ended June 30, 2025 included $0.5 million of principal payments on debt and finance leases, $0.9 million of payments of dividends on our Series A Preferred Shares and $0.3 million of withholding taxes paid related to the net settlement of the vesting of RSUs. Cash used in financing activities during the six months ended June 30, 2024 included $0.4 million of principal payments on debt and finance leases and $0.9 million of payments of dividends on our Series A Preferred Shares.
Current wording
For the nine months ended September 30, 2025, net cash provided by financing activities from continuing operations was approximately $162.4 million compared to net cash used in financings activities of $6.5 million during the nine months ended September 30, 2024. Cash provided by financing activities during the nine months ended September 30, 2025 included $168.1 million of net proceeds received as part of the Private Placement Offering, $14.1 million of net proceeds received under the ATM Offering, partially offset by $18.0 million of cash distributed to the CVR Trust, $0.2 million of principal payments on debt, $1.3 million of payments of dividends on our Series A Preferred Shares and $0.3 million of withholding taxes paid related to the net settlement of the vesting of RSUs. Cash used in financing activities during the nine months ended September 30, 2024 included $5.1 million of principal payments on debt and $1.3 million of payments of dividends on our Series A Preferred Shares.