FG Nexus Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 27, 2026
FGNXP$25.99+4.4%Stored close · as of Sep 25, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report
| (a) | Financial Statements – The following consolidated financial statements of the Company and the report of independent auditor thereon are filed with this report: |
| i. | Independent Auditor’s Report |
| ii. | Consolidated Balance Sheets as of December 31, 2025 and 2024 |
| iii. | Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 |
| iv. | Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025 and 2024 |
| v. | Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2025 and 2024 |
| vi. | Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 |
| vii. | Notes to the Consolidated Financial Statements for the Years ended December 31, 2025 and 2024 |
| (b) | Financial Statement Schedules – Schedules other than those listed above are omitted for the reason that they are not applicable, or the information is otherwise contained in the Financial Statements. |
| (c) | Exhibits - the exhibits listed below are filed or incorporated by reference as part of this report. |
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| No. · Description · Form · Exhibit · Filing Date | |||||
| 2.1 | Plan of Merger by and between FG Financial Group, Inc., FG Group Holdings Inc. and FG Group LLC, dated January 3, 2024 | 8-K | 2.1 | January 4, 2024 | |
| 2.2 | Arrangement Agreement, including a Plan of Arrangement, by and between FG Holdings Quebec Inc., Strong Global Entertainment, Inc. and 1483530 LTD | 8-K | 2.1 | June 4, 2024 | |
| 3.1 | Certificate of Merger, as filed with the Secretary of State of the State of Delaware on December 7, 2022 | 8-K | 3.1 | December 9, 2022 | |
| 3.2 | Articles of Merger, as filed with the Secretary of State of the State of Nevada on December 7, 2022 | 8-K | 3.2 | December 9, 2022 | |
| 3.3 | Articles of Incorporation, as filed with the Secretary of State of the State of Nevada | 8-K | 3.3 | December 9, 2022 | |
| 3.4 | Certificate of Correction, dated October 11, 2022, to the Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of FG Financial Group, Inc. | 8-K | 3.1 | October 12, 2022 | |
| 3.5 | Certificate of Amendment to Amended and Restated Articles of Incorporation of Fundamental Global Inc. | 8-K | 3.1 | February 29, 2024 | |
| 3.6 | Certificate of Change of Fundamental Global Inc. | 8-K | 3.1 | October 30, 2024 | |
| 3.7 | Certificate of Amendment, dated September 5, 2025, to Amended and Restated Articles of Incorporation of FG Nexus Inc. | 8-K | 3.1 | September 8, 2025 | |
| 3.8 | Certificate of Amendment, dated October 6, 2025, to Amended and Restated Articles of Incorporation of FG Nexus Inc. | 8-K | 3.1 | October 8, 2025 | |
| 3.9 | Certificate of Change filed by FG Nexus Inc. dated February 10, 2026 | 8-K | 3.1 | February 13, 2026 | |
| 3.10 | By-Laws | 8-K | 3.4 | December 9, 2022 | |
| 3.11 | First Amendment, effective October 13, 2025, to By-Laws of FG Nexus Inc. | S-3ASR | 3.8 | October 14, 2025 | |
| 3.12 | Amendment, effective February 24, 2026, to By-Laws of FG Nexus Inc. | 8-K | 3.1 | February 27, 2026 | |
| 4.1 | Form of Common Stock certificate | S-1/A1 | 4.1 | January 30, 2014 | |
| 4.2 | Common Stock Purchase Warrant | 8-K | 4.2 | February 27, 2015 | |
| 4.3 | Form of Global Certificate of Cumulative Preferred Stock, Series A | S-1/A1 | 4.4 | February 5, 2018 | |
| 4.4 | * | Description of securities | |||
| 4.5 | Form of Optionally Exercisable Pre-Funded Warrant | 8-K | 4.1 | July 30, 2025 | |
| 4.6 | Form of Automatically Exercisable Pre-Funded Warrant | 8-K | 4.2 | July 30, 2025 | |
| 4.7 | Form of Placement Agent Warrant | 8-K | 4.3 | July 30, 2025 | |
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| No. · Description · Form · Exhibit · Filing Date | |||||
| 10.1 | † | 2021 Equity Incentive Plan | 10-K | 10.1 | March 24, 2023 |
| 10.2 | † | Amendment No. 1 to FG Financial Group, Inc. 2021 Equity Incentive Plan | 8-K | 10.1 | May 17, 2023 |
| 10.3 | † | Amendment No. 2 to 2021 Equity Incentive Plan | DEF 14A | A | November 21, 2024 |
| 10.4 | † | Form of Non-Employee Director Restricted Share Unit Agreement under 2021 Equity Incentive Plan | 10-K | 10.16 | March 30, 2022 |
| 10.5 | Amended and Restated Limited Liability Agreement of Fundamental Global Asset Management, LLC dated August 6, 2021 | 10-Q | 10.1 | August 16, 2021 | |
| 10.6 | Shared Services Agreement, dated August 11, 2022, between Fundamental Global Management, LLC and registrant | 10-Q | 10.1 | August 11, 2022 | |
| 10.7 | † | FG Financial Group, Inc. 2023 Employee Share Purchase Plan | 8-K | 10.2 | May 17, 2023 |
| 10.8 | † | Form of Director and Officer Indemnification Agreement | S-4 | 10.1 | January 8, 2024 |
| 10.9 | Form of Securities Purchase Agreement, dated as of July 29, 2025, between FG Nexus Inc. and each Purchaser (as defined therein). | 8-K | 10.1 | July 30, 2025 | |
| 10.10 | Placement Agency Agreement, dated July 29, 2025, between FG Nexus Inc. and ThinkEquity LLC. | 8-K | 10.2 | July 30, 2025 | |
| 10.11 | Form of Registration Rights Agreement, dated as of July 29, 2025, between FG Nexus Inc. and each Purchaser (as defined therein). | 8-K | 10.3 | July 30, 2025 | |
| 10.12 | Asset Management Agreement, dated July 21, 2025, between FG Nexus LLC and Galaxy Digital Capital Management LP. | 8-K | 10.4 | July 30, 2025 | |
| 10.13 | Side Letter Agreement, dated August 4, 2025, between Fundamental Global Inc. and OGroup, LLC. | 8-K | 10.1 | August 8, 2025 | |
| 10.14 | Common Stock Purchase Warrant issued to Maja Vujinovic. | 8-K | 10.2 | August 8, 2025 | |
| 10.15 | Common Stock Purchase Warrant issued to Theodore Rosenthal. | 8-K | 10.3 | August 8, 2025 | |
| 10.16 | Common Stock Purchase Warrant issued to Galeb3 Inc. | 8-K | 10.4 | August 8, 2025 | |
| 10.17 | Common Stock Purchase Warrant issued to Manatee Ventures Inc. | 8-K | 10.5 | August 8, 2025 | |
| 10.18 | Employment Agreement, dated August 4, 2025, between Fundamental Global Inc. and Maja Vujinovic. | 8-K | 10.6 | August 8, 2025 | |
| 10.19 | Employment Agreement, dated August 4, 2025, between Fundamental Global Inc. and Jose Vargas. | 8-K | 10.7 | August 8, 2025 | |
| 10.20 | Common Stock Purchase Warrant issued to Cerminara Capital LLC. | 8-K | 10.9 | August 8, 2025 | |
| 10.21 | Common Stock Purchase Warrant issued to Moglia Capital LLC. | 8-K | 10.10 | August 8, 2025 | |
| 10.22 | Common Stock Purchase Warrant issued to Itasca Financial LLC. | 8-K | 10.11 | August 8, 2025 | |
| 10.23 | Common Stock Purchase Warrant issued to Hassan Raza Baqar. | 8-K | 10.12 | August 8, 2025 | |
| 10.24 | ATM Sales Agreement, dated August 7, 2025, by and between FG Nexus Inc. and ThinkEquity LLC. | 8-K | 10.13 | August 8, 2025 | |
| 10.25 | Master Custody Service Agreement, dated July 17, 2025, between FG Nexus Inc. and Anchorage Digital Bank N.A. | S-3ASR | 10.1 | September 8, 2025 | |
| 10.26 | BitGo Custodial Services Agreement, dated August 1, 2025, between FG Nexus Inc. and BitGo Trust Company, Inc. | S-3ASR | 10.2 | September 8, 2025 | |
| 10.27 | # | Transaction Agreement, executed and delivered on October 22, 2025. | 8-K | 10.1 | October 28, 2025 |
| 10.28 | Agreement, dated October 25, 2025, by and between FG Reinsurance Holdings LLC, Thomas C. Heise and Devondale Holdings LLC. | 8-K | 10.2 | October 28, 2025 | |
| 10.29 | # | Form of Master Digital Currency Loan Agreement, dated October 29, 2025. | 8-K | 10.1 | November 4, 2025 |
| 10.30 | # | Form of Account Control Agreement, dated October 29, 2025. | 8-K | 10.2 | November 4, 2025 |
| 10.31 | # | Form of Loan Term Sheet. | 8-K | 10.3 | November 4, 2025 |
| 10.32 | † | Mark D. Roberson Employment Agreement, dated May 18, 2023. | 8-K | 10.7 | May 19, 2023 |
| 10.33 | † | Mark D. Roberson Amended and Restated Employment Agreement, dated May 18, 2023. | 8-K | 10.10 | May 19, 2023 |
| 10.34 | † | Todd R, Major Employment Agreement, dated May 18, 2023. | 8-K | 10.8 | May 19, 2023 |
| 10.35 | † | Todd R. Major Amended and Restated Employment Agreement, dated May 18, 2023. | 8-K | 10.11 | May 19, 2023 |
| 14.1 | * | Code of Business Conduct and Ethics | |||
| 19.1 | * | Insider Trading Policy | |||
| 21.1 | * | Registrant’s subsidiaries | |||
| 24.1 | * | Power of Attorney (included on signature page). | |||
| 23.1 | * | Consent of Haskell & White LLP. | |||
| 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. | |||
| 97 | FG Nexus Inc. Clawback Policy | 10-K | 97 | March 14, 2024 | |
| 101.INS | * | Inline XBRL Instance Document. | |||
| 101.SCH | * | Inline XBRL Taxonomy Extension Schema. | |||
| 101.CAL | * | Inline XBRL Taxonomy Extension Calculation Linkbase. | |||
| 101.DEF | * | Inline XBRL Taxonomy Extension Definition Linkbase. | |||
| 101.LAB | * | Inline XBRL Taxonomy Extension Label Linkbase. | |||
| 101.PRE | * | Inline XBRL Taxonomy Extension Presentation Linkbase. | |||
| 104 | XBRL Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
- Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement
The Registrant has redacted provisions or terms of this Exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). While portions of the Exhibits have been omitted, these Exhibits include a prominent statement on the first page of each redacted Exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant agrees to furnish an unredacted copy of the Exhibit to the SEC upon its request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.