FG Nexus Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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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
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 6. EXHIBITS
ITEM 6.
| Exhibit | Description |
| 3.1 | Articles of Incorporation of FG Nexus Inc. (incorporated by reference to exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on December 9, 2022). |
| 3.2 | Certificate of Amendment to Amended and Restated Articles of Incorporation of FG Nexus Inc. (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 29, 2024). |
| 3.3 | Certificate of Change of FG Nexus Inc. (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 30, 2024). |
| 3.4 | Certificate of Amendment to Amended and Restated Articles of Incorporation of FG Nexus Inc. (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on September 8, 2025). |
| 3.5 | Certificate of Amendment to Amended and Restated Articles of Incorporation of FG Nexus Inc. (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 8, 2025). |
| 3.6 | Bylaws of FG Nexus Inc. (incorporated by reference to exhibit 3.4 to the Current Report on Form 8-K filed with the SEC on December 9, 2022). |
| 3.7 | First Amendment to By-Laws of FG Nexus Inc. (incorporated by reference to exhibit 3.8 to the Registration Statement on Form S-3ASR (Registration No. 333-290872) filed with the SEC on October 14, 2025). |
| 4.1 | Form of Optionally Exercisable Pre-Funded Warrant (incorporated by reference to exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on July 30, 2025). |
| 4.2 | Form of Automatically Exercisable Pre-Funded Warrant (incorporated by reference to exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on July 30, 2025). |
| 4.3 | Form of Placement Agent Warrant (incorporated by reference to exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on July 30, 2025). |
| 10.1 | Form of Securities Purchase Agreement, dated as of July 29, 2025, between FG Nexus Inc. and each Purchaser (as defined therein) (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 30, 2025). |
| 10.2 | Placement Agency Agreement, dated July 29, 2025, between FG Nexus Inc. and ThinkEquity LLC (incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 30, 2025). |
| 10.3 | Form of Registration Rights Agreement, dated as of July 29, 2025, between FG Nexus Inc. and each Purchaser (as defined therein) (incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on July 30, 2025). |
| 10.4# | Asset Management Agreement, dated July 21, 2025, between FX Nexus LLC and Galaxy Digital Capital Management LP (incorporated by reference to exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on July 30, 2025). |
| 10.5 | Side Letter Agreement, dated August 4, 2025, between Fundamental Global Inc. and OGroup, LLC (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.6 | Common Stock Purchase Warrant issued to Maja Vujinovic (incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.7 | Common Stock Purchase Warrant issued to Theodore Rosenthal (incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.8 | Common Stock Purchase Warrant issued to Galeb3 Inc. (incorporated by reference to exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.9 | Common Stock Purchase Warrant issued to Manatee Ventures Inc. (incorporated by reference to exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.10 | Employment Agreement, dated August 4, 2025, between Fundamental Global Inc. and Maja Vujinovic (incorporated by reference to exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.11 | Employment Agreement, dated August 4, 2025, between Fundamental Global Inc. and Jose Vargas (incorporated by reference to exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.12 | Employment Agreement, dated August 4, 2025, between Fundamental Global Inc. and Theodore Rosenthal (incorporated by reference to exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.13 | Common Stock Purchase Warrant issued to Cerminara Capital LLC (incorporated by reference to exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.14 | Common Stock Purchase Warrant issued to Moglia Capital LLC (incorporated by reference to exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.15 | Common Stock Purchase Warrant issued to Itasca Financial LLC (incorporated by reference to exhibit 10.11 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.16 | Common Stock Purchase Warrant issued to Hassan Raza Baqar (incorporated by reference to exhibit 10.12 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.17 | ATM Sales Agreement, dated August 7, 2025, by and between FG Nexus Inc. and ThinkEquity LLC (incorporated by reference to exhibit 10.13 to the Current Report on Form 8-K filed with the SEC on August 8, 2025). |
| 10.18+ | Master Custody Service Agreement, dated July 17, 2025, between FG Nexus Inc. and Anchorage Digital Bank N.A. (incorporated by reference to exhibit 10.1 to the Registration Statement on Form S-3ASR (Registration No. 333-290093) filed with the SEC on September 8, 2025). |
| 10.19+ | BitGo Custodial Services Agreement, dated August 1, 2025, between FG Nexus Inc. and BitGo Trust Company, Inc. (incorporated by reference to exhibit 10.2 to the Registration Statement on Form S-3ASR (Registration No. 333-290093) filed with the SEC on September 8, 2025). |
| 10.20 | Amendment No. 3 to 2021 Equity Incentive Plan (incorporated by reference to exhibit 99.4 to the Registration Statement on Form S-8 (Registration No. 333-290423) filed with the SEC on September 19, 2025). |
| 31.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act. |
| 31.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act. |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101 | The following materials from FG Nexus Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets (unaudited); (ii) the Condensed Consolidated Statements of Operations (unaudited); (iii) the Condensed Consolidated Statements of Comprehensive Loss (unaudited); (iv) the Condensed Consolidated Statements of Shareholders’ Equity (unaudited); (v) the Condensed Consolidated Statements of Cash Flows (unaudited); and (vi) the Notes to Condensed Consolidated Financial Statements (unaudited). |
| 104 | XBRL Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Schedules to this document are omitted pursuant to Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request, except that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished. |
|---|---|
| + | In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain information has been omitted from the exhibit because it is both (1) not material and (2) the type that the registrant treats as private or confidential. |
| * | Filed herewith. |
| ** | Furnished herewith. |
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