FGNX 10-Q
FG Nexus Inc. (FGNX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Quarterly Period Ended
Or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
(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 | ||
| The Stock Market LLC | ||||
| The 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.
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).
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 ☐ | 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 May 6, 2026 was .
Table of Contents
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FG Nexus Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
March 31, 2026 | December 31, 2025(1) | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| ETH digital assets | ||||||||
| Digital intangible assets, at cost less impairment | ||||||||
| Equity holdings | ||||||||
| Property, plant and equipment, net | ||||||||
| Assets of discontinued operations | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Short-term debt, net of issuance costs | ||||||||
| Deferred income taxes, net | ||||||||
| Liabilities of discontinued operations | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 13) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Series A Preferred Shares, $ par and liquidation value, shares authorized, shares issued and outstanding as of March 31, 2026 and shares issued and outstanding as of December 31, 2025 | ||||||||
| Common stock, $ par value; shares authorized, issued and outstanding as of March 31, 2026 and issued and outstanding as of December 31, 2025 (2) | ||||||||
| Treasury stock ( and shares at cost as of March 31, 2026 and December 31, 2025, respectively) | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
| (1) | ||
| (2) |
See accompanying notes to condensed consolidated financial statements.
| 3 |
FG Nexus Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue: | ||||||||
| Rental income | $ | $ | ||||||
| Merchant banking advisory fees | ||||||||
| Total revenue | ||||||||
| Expenses: | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Stock-based compensation | ( | ) | ( | ) | ||||
| Realized loss on digital assets | ( | ) | ||||||
| Unrealized loss on measurement of fair value of ETH digital assets | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest income (expense), net | ( | ) | ||||||
| Gain (loss) on equity holdings | ( | ) | ||||||
| Loss on financial instruments | ( | ) | ||||||
| Foreign currency transaction loss | ( | ) | ||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Loss from continuing operations before income taxes | ( | ) | ( | ) | ||||
| Income tax benefit | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Net income (loss) from discontinued operations (Note 5) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Discount on repurchase of Series A Preferred Shares | ||||||||
| Dividends declared on Series A Preferred Shares | ( | ) | ( | ) | ||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net (loss) income per common share: | ||||||||
| Continuing operations | $ | ) | $ | ) | ||||
| Discontinued operations | ) | |||||||
| Total | $ | ) | $ | ) | ||||
| Weighted average common shares outstanding: | ||||||||
| Basic and diluted (1) | ||||||||
| (1) |
See accompanying notes to condensed consolidated financial statements.
| 4 |
FG Nexus Inc.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to postretirement benefit obligation | ( | ) | ||||||
| Unrealized currency translation gain (loss) of equity method holdings | ( | ) | ||||||
| Currency translation adjustment | ||||||||
| Total other comprehensive income (loss) | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
See accompanying notes to condensed consolidated financial statements.
| 5 |
FG Nexus Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands)
| Preferred Stock | Common Stock | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Shares Outstanding (1) | Amount | Treasury Stock | Paid-In Capital | Accumulated Deficit | Comprehensive Loss | Stockholders’ Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Repurchase of Series A Preferred Shares | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Repurchase of common stock | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Vesting of restricted stock | - | |||||||||||||||||||||||||||||||||||
| Dividends on Series A Preferred Shares ($ per share) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net other comprehensive income | - | - | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Shares Outstanding (1) | Amount | Paid-In Capital | Accumulated Deficit | Comprehensive Income | Stockholders’ Equity | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Vesting of restricted stock | - | |||||||||||||||||||||||||||||||
| Dividends on Series A Preferred Shares ($ per share) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net other comprehensive loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| (1) |
See accompanying notes to condensed consolidated financial statements.
| 6 |
FG Nexus Inc.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Net unrealized holding loss on equity holdings | ||||||||
| (Gain) loss from equity method holdings | ( | ) | ||||||
| Net realized gain on sale of equity holdings | ( | ) | ||||||
| Realized loss on digital assets | ||||||||
| Unrealized loss on measurement of fair value of ETH digital assets | ||||||||
| Depreciation and amortization | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Stock compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other assets | ( | ) | ||||||
| Current income taxes | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sales of equity securities | ||||||||
| Proceeds from sales of ETH digital assets | ||||||||
| Purchases of equity securities | ( | ) | ( | ) | ||||
| Collection of note receivable | ||||||||
| Net cash provided by investing activities from continuing operations | ||||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Payment of dividends on preferred shares | ( | ) | ( | ) | ||||
| Net repayments on credit facility | ( | ) | ||||||
| Purchases of common shares | ( | ) | ||||||
| Purchases of Series A preferred shares | ( | ) | ||||||
| Principal payments on short-term debt | ( | ) | ( | ) | ||||
| Net cash used in financing activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in financing activities from discontinued operations | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents from continuing operations | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents from continuing operations | ( | ) | ||||||
| Net decrease in cash and cash equivalents from discontinued operations | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Deposits of digital assets (ETH) for liquid staking activities | $ | $ | ||||||
| Receipt of digital assets (wstETH) for liquid staking activities | $ | ( | $ | |||||
See accompanying notes to condensed consolidated financial statements.
| 7 |
FG Nexus Inc.
Notes to Condensed Consolidated Financial Statements
Note 1. Nature of Business
FG Nexus Inc. (“FG Nexus”, the “Company”, “we”, or “us”), a Nevada corporation, undertook a significant strategic shift during 2025, adopting Ether, the native cryptocurrency of the Ethereum blockchain (“Ether” or “ETH”) as its primary treasury asset. This strategy reflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure. In addition to operating a digital asset treasury, the Company continues to operate its merchant banking business and holds real estate and equity holdings.
In April 2026, the Company announced that its Board of Directors (the “Board”) was reviewing potential strategic alternatives to enhance long-term stockholder value and further the Company’s strategic objectives. As part of this review, the Board discussed a potential business combination transaction with FG Communities, Inc. (“FG Communities”) (the “Potential Transaction”) to advance its strategy to become a leader in the tokenization of real-world assets. The Board has established a special committee composed solely of independent directors (the “Special Committee”) to evaluate the Potential Transaction or other strategic alternatives. The Special Committee has retained an independent financial advisor to provide a fairness opinion for the Potential Transaction and to assist in the Board’s evaluation and negotiation of the Potential Transaction.
The Company believes this strategy would better align its digital asset platform with a durable, income-producing real estate business that addresses critical housing needs. If the Potential Transaction is completed, the Company expects it would have a material impact on the Company’s future business operations, risks and opportunities, as well as the Company’s overall financial position, results of operations, segment and other financial reporting in future periods. The Board’s discussions with respect to the Potential Transaction are preliminary in nature and no decisions or agreements have been reached. There can be no assurance that the Potential Transaction will be pursued or consummated.
Business Segments
The Company currently has two primary operating segments, digital assets and merchant banking.
Digital Assets and Real World Asset Tokenization
Following the private placement in July 2025, the Company transitioned its operations to focus primarily on the tokenization of real-world assets supported by a digital asset treasury model with ETH currently as our initial primary treasury asset. Ethereum is the foundation of digital finance and settlement layer for the majority of stablecoins, Decentralized Finance (DeFi), and tokenized assets. ETH is the native token of the Ethereum network, which we purchased ETH as our initial treasury asset.
The Company’s treasury strategy is focused on commercializing and expanding the tokenization of real-world assets, potentially including affordable housing, reinsurance, real estate and other asset classes. The Company’s digital asset portfolio is comprised of a combination of ETH and wrapped staked ETH (“wstETH”). All of the Company’s digital assets are held in custodial accounts.
The Company utilizes third-party custodians, including Anchorage Digital Bank N.A (“Anchorage”) and BitGo Trust Company, Inc. (“BitGo”) as well as third-party treasury management services including Galaxy Digital Capital Management LP (“Galaxy Digital”) to facilitate its treasury strategies.
Merchant Banking
The Company manages its merchant banking and asset management activities through FG Management Solutions LLC (“FGMS”), which provides 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”), to participate as a co-sponsor for newly formed SPACs and other merchant banking clients.
The Company’s merchant banking group provides advisory services, facilitates capital formation and allocates capital to equity holdings. In our SPAC Platform, this also includes launching, sponsoring and providing strategic, administrative, and regulatory support services to newly formed SPACs. 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 that are owned and operated by FGC, and Craveworthy LLC (“Craveworthy”), an innovative fast casual restaurant platform company. Saltire Holdings Ltd. (“Saltire”), a Canadian public company that allocates capital to equity, debt and/or hybrid securities of high-quality private companies, among others.
Other
The Company owns real estate in Quebec, Canada that is leased pursuant to a long-term operating lease.
| 8 |
Discontinued Operations
The Company previously reported managed services and reinsurance as operating segments, both of which were reclassified to discontinued operations during 2025. Discontinued operations are more fully described in Note 4.
Recent Developments and Transactions
Reverse Stock Split
On
January 21, 2026, our Board of Directors approved a reverse stock split of the authorized, issued and outstanding shares of our common
stock, par value $ per share (the “Common Stock”) at a ratio of one
Agreement to Sell Reinsurance Business
In
October 2025, the Company entered into an agreement to sell the remaining portion of its reinsurance business. Pursuant to the agreements,
the Company received (1) the release of $
Letter of Intent to Sell Quebec Real Estate
In
October 2025, the Company signed a non-binding letter of intent to sell its Quebec property for $
Asset Transfer and CVR Trust
In August 2025, the Company transferred a significant portion of its 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 the Company’s stockholders as of August 8, 2025. 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.
| 9 |
Note 2. Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Unless the context indicates otherwise, references to the “Company” include the Company and its majority-owned and controlled domestic and foreign subsidiaries.
The condensed consolidated financial statements included in this report are presented in accordance with the requirements of Form 10-Q and consequently do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America (also referred to as “GAAP”) for annual reporting purposes or those made in the Company’s Annual Report on Form 10-K. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
In addition, the current and historical financial results of managed services and reinsurance are presented as discontinued operations and are excluded from results from continuing operations in the accompanying condensed consolidated financial statements.
The condensed consolidated balance sheet as of December 31, 2025, was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary to present a fair statement of the financial position and the results of operations and cash flows for the respective interim periods. Certain prior period balances have been reclassified to conform to current period presentation. The results for interim periods are not necessarily indicative of trends or results expected for a full year.
Unless otherwise indicated, all references to “dollars” and “$” in this Form 10-Q are to, and amounts are presented in, U.S. dollars.
Use of Management Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined.
Our business and the businesses of our equity holdings are subject to general political and economic risks, including the adverse impact of changes to international trade and tariff policies, which we are closely monitoring. The uncertainty as to the extent and duration of additional tariffs that have or may be imposed could impact estimates we have made, including those for credit losses and valuation of our equity securities and other holdings.
Consolidation Policies
The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.
The condensed consolidated financial statements include the accounts of the Company and entities in which it is required to consolidate under either the Variable Interest Entity (“VIE”) or Voting Interest Entity (“VOE”) models. Both models require the reporting entity to identify whether it has a controlling financial interest in a legal entity and is therefore required to consolidate the legal entity. Under the VOE model, a reporting entity with ownership of a majority of the voting interest of a legal entity is generally considered to have a controlling financial interest. The VIE model was established for situations in which control may be demonstrated other than by the possession of voting rights in a legal entity and instead focuses on the power to direct the activities that most significantly impact the legal entity’s economic performance, as well as the rights to receive benefits and obligations to absorb losses that could potentially be significant to the legal entity.
The determination of whether a legal entity is consolidated under either model is reassessed where there is a substantive change in the governing documents or contractual arrangements of the entity, to the capital structure of the entity or in the activities of the entity. Management continuously reassesses whether it should consolidate under either model. There have been no changes to the legal entities that are consolidated during the three months ended March 31, 2026. The Company does not have any non-consolidated VIEs as of March 31, 2026.
| 10 |
Digital Assets
The Company’s digital assets as of March 31, 2026 is comprised of ETH and wrapped staked ETH (“wstETH”). ETH and wstETH are presented separately on the condensed consolidated balance sheets under the captions “ETH digital assets ” and “Digital intangible assets, at cost less impairment” respectively. The Company has ownership of and control over its digital assets which are held through custodial arrangements with qualified third-party custodians. These custodians provide secure storage and safeguarding of the Company’s digital assets, including both ETH and wstETH.
ETH Digital Assets
The Company’s ETH digital assets fall within the scope of Accounting Standards Codification (“ASC”) 350-60, Intangible – Goodwill and Other – Crypto Assets. The Company has elected to measure its ETH digital assets at fair value, with changes in fair value recognized in earnings.
As
of March 31, 2026, the Company held $
Digital Intangible Assets, at Cost Less Impairment
Digital intangible assets, at cost less impairment are recognized at fair value on the date received, which becomes their cost basis. Digital intangible assets, at cost less impairment, such as wstETH, do not fall in the scope of ASC 350-60 for subsequent measurement. wstETH represents a receipt token, which in general and by design, grants the holder an enforceable right to redeem ETH for which it was exchanged. Therefore, it fails the ‘other goods and services criterion’ in ASC 350-60-15-1(b) and is outside the scope of ASC 350-60. Digital intangible assets, at cost less impairment are therefore subsequently measured at cost, net of any impairment losses incurred since acquisition, in accordance with ASC 350-30, Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill.
The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices in the Company’s principal market, indicate that it is more likely than not that any of the assets are impaired. The quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined as its principal market, are used in the analysis. In determining if an impairment has occurred, the Company considers the lowest price of one wstETH quoted on the Coinbase exchange, at any time since acquiring the specific wstETH held by the Company. If the carrying value of a wstETH exceeds that lowest intraday price, an impairment loss has occurred with respect to that wstETH in the amount equal to the difference between its carrying value and such lowest price. Impairment losses are recognized in the period in which the impairment occurs and are reflected within Impairment of digital assets in the Company’s condensed consolidated statements of operations. The impaired digital assets are written down to their fair value at the time of impairment and this becomes the new cost basis for those assets. The cost basis of wstETH will not be adjusted upward for any subsequent increase in fair value.
Staking
Native Staking
Beginning in the third quarter of 2025, the Company used the proceeds from its capital raising activities to acquire and deploy ETH in native staking activities. The Company has entered into separate contractual agreements with various third-party entities to facilitate its ETH staking activities. The Company commenced native staking in August of 2025, which continued through December 2025. The Company did not engage in native staking activities during the quarter ended March 31, 2026.
The Company utilizes a third-party asset manager to manage and stake ETH on its behalf. Through its agreement with the asset manager, the Company’s ETH is held by qualified custodians, staked in the Ethereum protocol, and the stake is delegated to third party validators. When chosen as validators by the Ethereum network, these validators earn staking rewards and transaction fees proportional to the amount of stake delegated to them. The Company recognizes rewards from native staking as revenue in accordance with ASC 606, Revenue from Contracts with Customers. However, since the amount of rewards are not known by the Company until a validation activity is completed, and the Company receives rewards in their custodial account, the staking rewards are constrained under the Topic 606 guidance on variable consideration until such time.
| 11 |
Because the Company is not the principal to the block validation service, it does not control the full output of the reward-generating activity, and instead receives net staking rewards, after validator commissions are deducted. As such, the Company presents staking revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled. Asset management and other fees are presented as separate operating expenses within General and administrative expenses on the condensed consolidated statements of operations.
Liquid Staking
The Company also participates in liquid staking through a liquid staking protocol. One key difference and intended benefit of liquid staking versus native staking is that it allows the Company to earn staking rewards, like native staking, but provides liquidity and the ability to enter into other transactions through the use of receipt token. Instead of directly locking ETH into Ethereum’s staking deposit contract, the Company deposits ETH through its custodian into the liquid staking protocol’s smart contract. The liquid staking protocol then controls the ETH for deposit into the Ethereum’s staking deposit contract and further delegation to its chosen validators. In exchange for staking its ETH, the Company receives wstETH, a freely transferable ERC-20 liquid staking receipt token, which enables participation in decentralized finance (DeFi) and other crypto markets while the underlying ETH remains staked on Ethereum. Upon staking ETH through the liquid staking protocol, the ETH is derecognized because the liquid staking protocol obtains the ability to deploy and direct its use, and the wstETH token received concurrently is then recognized. Any gain or loss on the derecognition of ETH and the recognition of the wstETH is recognized in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) based on the difference between the carrying amount of the ETH staked and the fair value of the wstETH received; and included in Realized loss on digital assets in the Company’s condensed consolidated statements of operations.
The liquid staking protocol uses a floating conversion rate, or protocol conversion rate, between the receipt token and staked tokens, reflecting the value of accrued network rewards, penalties, and fees associated with the staked ETH. The conversion rate between wstETH and ETH increases over time as staking rewards accrue to the protocol; no new wstETH are received. Staking rewards in the form of ETH are only received upon redemption of wstETH.
Since wstETH is accounted for under ASC 350-30, increases in wstETH fair value while the Company remains staked with the liquid staking protocols, are not recognized. There is no ongoing performance obligation following the staking of ETH through the liquid staking protocol. Additionally, wstETH is a non-rebasing token, meaning its quantity remains fixed over time. Staking rewards are not continuously reflected in token balances but are instead realized separately. Staking rewards are therefore recognized only when the wstETH is redeemed, measured at the fair value of ETH at contract inception, which is when the ETH were staked. The Company did not redeem any of it wstETH during the three months ended March 31, 2026. Accordingly, the Company did not recognize any revenue from staking rewards on its wstETH during the three months ended March 31, 2026.
Derivatives – Option Contracts
During the quarter ended March 31, 2026, the Company began entering into ETH-denominated option contracts, primarily through the sale of put and call options, as part of its digital asset treasury strategy. These contracts meet the definition of derivative instruments under ASC 815, Derivatives and Hedging. The Company does not designate any derivative instruments as hedging instruments for accounting purposes.
Upon execution of an option contract, premiums received are recorded as a derivative liability on the condensed consolidated balance sheet. Derivative assets and liabilities are subsequently measured at fair value at each reporting date, with changes in fair value recognized in earnings. If an option is exercised, the derivative liability is derecognized upon settlement. If an option expires unexercised, the related derivative liability is derecognized, with the resulting premium recorded in income.
Gains and losses related to ETH option contracts, including the effects of fair value remeasurement and settlements, are recorded within Loss on financial instruments on the condensed consolidated statements of operations.
The fair value of ETH option contracts is determined using observable market inputs where available, including quoted prices for similar instruments, ETH spot prices, implied volatility, time to expiration, and counterparty credit considerations. These inputs are classified within Level 2 of the fair value hierarchy.
As
of March 31, 2026, the Company did not have any outstanding ETH option contracts. For the three months ended March 31, 2026, the Company
recognized a net realized loss of $
Holdings in Equity Securities
Prior
to the distribution of assets to the CVR Trust, the Company’s equity and other holdings consisted, in part, of equity holdings
made in privately held companies accounted for under the equity method. The Company utilizes the equity method to account for holdings
when it possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee.
The ability to exercise significant influence is presumed when the holder possesses more than
In applying the equity method, the Company records the holding at cost and subsequently increases or decreases the carrying amount of the holding by our proportionate share of the net earnings or losses and other comprehensive income of the investee. The Company records dividends or other equity distributions as reductions in the carrying value of the holding. Should net losses of the investee reduce the carrying amount of the holding to zero, additional net losses may be recorded if other holdings in the investee are at-risk, even if the Company has not committed to provide financial support to the investee. Such additional equity method losses, if any, are based upon the change in our claim on the investee’s book value.
| 12 |
When the Company receives distributions from its equity method holdings, it utilizes the cumulative earnings approach. When classifying the related cash flows under this approach, the Company compares the cumulative distributions received, less distributions received in prior periods, with the Company’s cumulative equity in earnings. Cumulative distributions that do not exceed cumulative equity in earnings represent returns on holdings and are classified as cash inflows from operating activities. Cumulative distributions in excess of cumulative equity in earnings represent returns on holdings and are classified as cash inflows from investing activities.
In addition to holdings accounted for under the equity method of accounting, other holdings also consist of equity we have purchased a corporation for which there does not exist a readily determinable fair value. The Company accounts for these holdings at their cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar holdings by the same issuer. When the Company observes an orderly transaction of an investee’s identical or similar equity securities, the Company adjusts the carrying value based on the observable price as of the transaction date. Once the Company records such an adjustment, the holding is considered an asset measured at fair value on a nonrecurring basis. Any profit distributions the Company receives on these holdings are included in net holdings income.
See Note 5 for additional information regarding the Company’s equity holdings.
Cash and Cash Equivalents
Cash and cash equivalents include cash and short-term, highly liquid financial instruments with original maturities of 90 days or less.
Revenue Recognition
The Company accounts for revenue for rental income and merchant banking advisory services using the following steps:
| ● | Identify the contract, or contracts, with a customer; | |
| ● | Identify the performance obligations in the contract; | |
| ● | Determine the transaction price; | |
| ● | Allocate the transaction price to the identified performance obligations; and | |
| ● | Recognize revenue when, or as, the Company satisfies the performance obligations. |
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.
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.
| 13 |
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.
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 March 31, 2026 or December 31, 2025.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes, whereby deferred income tax assets and liabilities are recognized for (i) the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and (ii) loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not and a valuation allowance is established for any portion of a deferred tax asset that management believes will not be realized. Current federal income taxes are charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense (benefit).
Concentration of Credit Risk
Financial instruments which potentially expose the Company to concentrations of credit risk include holdings in equity securities, cash, and ETH digital assets.
The
Company maintains its cash with a major U.S. domestic banking institution which is insured by the Federal Deposit Insurance Corporation
(“FDIC”) for up to $
As of March 31, 2026, the Company’s digital assets were comprised of ETH and wstETH. The fair value of the Company’s digital asset holdings is subject to significant volatility. Adverse movements in ETH and wstETH prices could result in mark to market adjustments or impairments under applicable accounting policies and materially affect the Company’s results of operations and stockholders’ equity. The Company’s digital assets are held with qualified custodians. Concentration with any custodian increases the impact of a counterparty failure or operational disruption. Management evaluates the financial condition, controls, and insurance arrangements of key providers and monitors concentration exposures.
| 14 |
The Company has accounted for stock-based compensation under the provisions of ASC Topic 718 – Stock Compensation, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model using assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate along with multiple Monte Carlo simulations to determine a derived service period as the options vest based upon meeting certain performance conditions. The fair value of each stock option award is recorded as compensation expense on a straight-line basis over the requisite service period, which is generally the period in which the stock options vest, with a corresponding increase to additional paid-in capital.
The Company has also issued restricted stock units (“RSUs”) to certain of its employees and directors which have been accounted for as equity-based awards since, upon vesting, they are required to be settled in the Company’s common shares. We have used the fair value of the Company’s common stock on the date the RSUs were issued to estimate the grant date fair value of those RSUs which vest solely based upon the passage of time. The fair value of each RSU is recorded as compensation expense over the requisite service period, which is generally the expected period over which the awards will vest.
Based upon the Company’s historical forfeiture rates relating to stock options and RSUs, the Company has not made any adjustment to stock compensation expense for expected forfeitures as of March 31, 2026.
Fair Value of Financial Instruments
The carrying values of certain financial instruments, including cash, accounts receivable, short-term holdings, deposits held, accounts payable, other accrued expenses, and short-term debt, approximate fair value due to their short-term nature. The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value as the exchange price that would be received for an asset (or paid to transfer a liability) in the principal or most advantageous market for the asset (or liability) in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s short-term debt is recorded at historical cost. See Note 5 for further information on the fair value of the Company’s financial instruments.
Basic income (loss) per common share is computed using the weighted average number of shares outstanding during the respective period.
Diluted income (loss) per common share assumes conversion of all potentially dilutive outstanding stock options, restricted stock units, warrants or other convertible financial instruments. Potential common shares outstanding are excluded from the calculation of diluted income (loss) per share if their effect is anti-dilutive.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. ASU 2024-03 also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of ASU 2024-03 can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the consolidated financial statements. While early adoption is permitted, the Company does not plan to adopt ASU 2024-03 early. ASU 2024-03 will likely result in additional disclosures being included in the Company’s financial statements once adopted. The Company is currently evaluating the provisions of ASU 2024-03.
| 15 |
Note 3. Digital Assets and Fair Value Disclosures
ETH Digital Assets
The following table sets forth the units held, cost basis, and fair value of ETH digital assets held, as shown on the condensed consolidated balance sheet as of March 31, 2026 ($ in thousands):
| Units | Cost Basis | Fair Value | ||||||||||
| ETH | $ | $ | ||||||||||
| Total | $ | $ | ||||||||||
Cost basis is equal to the cost of the ETH digital assets net of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted ETH prices within the Company’s principal market at the time of measurement (5:00pm Eastern Time).
The following table represents a reconciliation of ETH digital assets held (in thousands):
| Fair value, December 31, 2025 | $ | |||
| Sales | ( | ) | ||
| Deposits of ETH into liquid staking activities | ( | ) | ||
| Realized loss | ( | ) | ||
| Unrealized loss on measurement of fair value | ( | ) | ||
| Fair value, March 31, 2026 | $ |
During
the three months ended March 31, 2026, the Company sold
Digital Assets at Cost
The following table sets forth the tokens, cost basis, and carrying amount of digital assets held at cost, for wstETH specific activity, as shown on the condensed consolidated balance sheet as of March 31, 2026 ($ in thousands):
| Tokens | Cost Basis | Carrying Value | ||||||||||
| wstETH | $ | $ | ||||||||||
| Total | $ | $ | ||||||||||
The following table represents a reconciliation of digital assets held at cost, for wstETH specific activity (in thousands):
| Carrying value, December 31, 2025 | $ | |||
| Receipt of wstETH upon conversion of stETH | ||||
| Carrying value, March 31, 2026 | $ |
| 16 |
Fair Value Measurements
The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The FASB has issued guidance that defines fair value as the exchange price that would be received for an asset (or paid to transfer a liability) in the principal, or most advantageous market in an orderly transaction between market participants. This guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance categorizes assets and liabilities at fair value into one of three different levels depending on the observation of the inputs employed in the measurements, as follows:
| ● | Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets providing the most reliable measurement of fair value since it is directly observable. | |
| ● | Level 2 – inputs to the valuation methodology which include quoted prices for similar assets or liabilities in active markets. These inputs are observable, either directly or indirectly, for substantially the full-term of the financial instrument. | |
| ● | Level 3 – inputs to the valuation methodology which are unobservable and significant to the measurement of fair value. |
The Company applies ASC 820 in the valuation of ETH held by the Company for financial statement purposes. The fair value of ETH uses Level 1 inputs to reflect the price that would be received for ETH in a current sale, which assumes an orderly transaction between market participants on the measurement date in the Company’s principal market, or in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Company determines its principal market (or in the absence of a principal market, the most advantageous market) on a periodic basis to determine which market is its principal market for the purpose of calculating fair value for the creation of quarterly and annual financial statements. Issuer-specific events, market trends, bid/ask quotes of brokers and information providers and other data may be reviewed in the course of making a good faith determination of the digital asset’s fair value.
Financial instruments measured, on a recurring basis, at fair value in accordance with the guidance promulgated by the FASB as of March 31, 2026 and December 31, 2025 are as follows (in thousands):
| As of March 31, 2026 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| ETH digital assets | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| As of December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| ETH digital assets | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
Digital intangible assets, at cost are measured at
fair value on a nonrecurring basis. The carrying values for the wstETH digital assets carried at the lower of cost or impaired value was
$
| 17 |
Note 4. Discontinued Operations
Reinsurance
The Company’s former wholly owned reinsurance subsidiary, FG Reinsurance Ltd (“FGRe”), a Cayman Islands limited liability company, provides specialty property and casualty reinsurance. During the fourth quarter of 2024, the Board approved a plan to evaluate the potential sale of the Company’s reinsurance business. As a result, management evaluated the classification of its reinsurance business as a discontinued operation as of December 31, 2024 and determined the reinsurance business is a component of an entity and represented a discontinued operation. Accordingly, the reinsurance business has been included as part of discontinued operations for all periods presented.
On
March 14, 2025, the Company entered into an agreement for the sale of the entire issued share capital of FG RE Corporate Member Limited
and for the planned commutation of its Lloyds of London reinsurance treaties UHA 251 22, B1868HT2300259, and B1868HT2400259. The transaction
closed during the second quarter of 2025, and the Company received consideration of $
In
October 2025, the Company entered into an agreement to sell the remaining portion of its reinsurance business, which closed during the
first quarter of 2026. Pursuant to the agreements, the Company received (1) the release of $
During
the first quarter of 2026, the Company recorded a $
Strong Technical Services, Inc.
On August 8, 2025, the Company transferred its ownership of Strong Technical Services, Inc. (its managed services operating segment) to the CVR Trust, as described above. Management evaluated the classification Strong Technical Services as a discontinued operation and determined it is a component of an entity and represented a discontinued operation. Accordingly, the managed services segment is included as part of discontinued operations in the accompanying consolidated financial statements.
The major line items constituting the net loss from discontinued operations during the three months ended March 31, 2025 are as follows (in thousands):
| Three Months March 31, 2025 | ||||||||||||
| Managed Services | Reinsurance | Total | ||||||||||
| Net product and services revenue | $ | $ | $ | |||||||||
| Net premiums earned | ||||||||||||
| Total revenue | ||||||||||||
| Cost of products and services revenues | ( | ) | ( | ) | ||||||||
| Net losses and loss adjustment expenses | ( | ) | ( | ) | ||||||||
| Amortization of deferred policy acquisition costs | ( | ) | ( | ) | ||||||||
| Selling and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Impairment of assets | ( | ) | ( | ) | ||||||||
| Total expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other (expense) income | ( | ) | ||||||||||
| Loss from discontinued operations before taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | ||||||||||||
| Net loss from discontinued operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| 18 |
Note 5. Equity Holdings
As of March 31, 2026 and December 31, 2025, the Company’s equity holdings consisted of the following ($ in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||||
| Carrying Amount | Economic Interest | Carrying Amount | Economic Interest | |||||||||||||
| Equity Method Holdings | ||||||||||||||||
| Saltire Capital Ltd. | $ | % | $ | % | ||||||||||||
| Devondale Holdings LLC | % | |||||||||||||||
| Cost Method Holding | ||||||||||||||||
| USFM Corporation | - | |||||||||||||||
| Total | $ | $ | ||||||||||||||
Loss on equity holdings for the three months ended March 31, 2026 and March 31, 2025 were as follows (in thousands):
| Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Realized gain on common stock holdings | $ | $ | ||||||
| Unrealized loss in value on common stock holdings | ( | ) | ||||||
| Gain (loss) on equity method holdings | ( | ) | ||||||
| Other | ||||||||
| Net gain (loss) on equity holdings and other holdings | $ | $ | ( | ) | ||||
During
the three months ended March 31, 2026, the Company recorded an equity method gain on the shares of Saltire of $
Equity Method Holdings
Saltire
As
of March 31, 2026, the Company held approximately
Devondale Holdings LLC
As
discussed in Note 4, the Company entered into an agreement for the sale of its reinsurance business to Devondale. As a result of the
transaction, the Company received a
Cost Method Holding without Readily Determinable Fair Value
In addition to our equity method holdings, other holdings which do not have a readily determinable fair value are accounted for at their cost, subject to any adjustment from time to time due to impairment or observable price changes in orderly transactions. When the Company observes an orderly transaction of an investee’s identical or similar equity securities, the Company adjusts the carrying value based on the observable price as of the transaction date. Any profit distributions the Company receives on these holdings are included in Gain (loss) on equity holdings.
During
the quarter ended March 31, 2026, the Company entered into a subscription agreement with USFM Corporation (“USFM”) pursuant
to which the Company purchased common shares of USFM at a total cost of $
| 19 |
Impairment
For equity securities without readily determinable fair values, impairment is determined via a qualitative assessment which considers indicators to evaluate whether the holding is impaired. Some of these indicators include a significant deterioration in the earnings performance or asset quality of the investee, a significant adverse change in regulatory, economic or general market conditions in which the investee operates, or doubt over an investee’s ability to continue as a going concern. If the holding is deemed to be impaired after conducting this analysis, management would estimate the fair value of the holding to determine the amount of impairment loss.
For equity method holdings, evidence of a loss in value might include a series of operating losses of an investee, the absence of an ability to recover the carrying amount of the holding, or a deterioration in the value of the investee’s underlying assets. If these, or other indicators, lead to the conclusion that there is a decrease in the value of the holding that is other than temporary, the Company would recognize that decrease in value even though the decrease may be in excess of what would otherwise be recognized under the equity method of accounting.
The risks and uncertainties inherent in the assessment methodology used to determine impairment include, but may not be limited to, the following:
| ● | the opinions of professional appraisers could be incorrect; | |
| ● | the past operating performance and cash flows generated from the investee’s operations may not reflect their future performance; and | |
| ● | the estimated fair values for holdings for which observable market prices are not available are inherently imprecise. |
The Company did not record an impairment on its holdings during the three months ended March 31, 2026.
Note 6. Property, Plant and Equipment
Property,
plant and equipment primarily consists of the Company’s real estate and is presented net of accumulated depreciation for a net
book value of $
In
October 2025, the Company signed a non-binding letter of intent to sell its Quebec property for $
Note 7. Income Taxes
For the three months ended March 31, 2026, the Company
recorded a consolidated income tax benefit of approximately $
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. A cumulative loss in a particular tax jurisdiction in recent years is a significant piece of evidence with respect to the realizability that is difficult to overcome. Based on the available objective evidence, including recent updates to the taxing jurisdictions generating income, the Company concluded that a valuation allowance should be recorded against all of the Company’s U.S. tax jurisdiction deferred tax assets as of March 31, 2026 and December 31, 2025.
| 20 |
A provision of Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was the implementation of the Global Intangible-Low Taxed Income Tax (“GILTI”). The Company has elected to account for the impact of GILTI in the period in which the tax actually applies to the Company. U.S. GAAP does not prescribe a single required approach for GILTI under ASC Topic 740; entities may either recognize deferred taxes for temporary differences expected to reverse as GILTI or treat GILTI as a period cost. During the three months ended March 31, 2026 and March 31, 2025, the Company was in a GILTI tested loss position.
The Tax Code requires U.S. shareholders to include its share of its Controlled Foreign Corporation’s (“CFC”) income from dividends, interest, rents, and various other types of income, called Subpart F Income. During the three months ended March 31, 2026, the Company incurred interest income from its foreign CFCs and is utilizing the high-tax exclusion for purposes of the provision for the three months ended March 31, 2026.
Changes
in tax laws may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. The Company
is subject to possible examinations not yet initiated for Federal purposes for the fiscal years 2022 through 2024. The Company is also
subject to possible examinations for state and local purposes. In most cases, these examinations in the state and local jurisdictions
remain open based on the particular jurisdiction’s statute of limitations. There were
The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was originally approved by the Company’s stockholders on October 1, 2021, and has subsequently been amended, most recently pursuant to Amendment No. 3 approved by stockholders on July 23, 2025, to increase the number of shares authorized for issuance under the 2021 Plan to million shares. The purpose of the 2021 Plan is to attract and retain directors, consultants, officers and other key employees of the Company and its subsidiaries and to provide to such persons incentives and rewards for superior performance. The 2021 Plan is administered by the Compensation and Management Resources Committee of the Board and has a term of ten years. The 2021 Plan awards may be in the form of stock options (which may be incentive stock options or nonqualified stock options), stock appreciation rights (“SARs”), restricted shares, RSUs, and other share-based awards. As of March 31, 2026, there were approximately million shares remaining available for future issuance.
In
addition, on March 24, 2023,
Stock-based compensation expense for the three months ended March 31, 2026 and March 31, 2025 was approximately $ million and $ million, respectively. As of March 31, 2026, total unrecognized stock compensation expense of approximately $ thousand remained, all of which related to stock options, and will be recognized through June 2028.
| 21 |
Restricted Stock Units
There were no unvested RSUs outstanding as of December 31, 2025, and there were no RSU grants during the three months ended March 31, 2026.
Stock Options
| Common Stock Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (yrs) | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | 190.49 | $ | ||||||||||||||||
| Granted | – | – | ||||||||||||||||||
| Exercised | – | – | ||||||||||||||||||
| Expired | – | – | ||||||||||||||||||
| Forfeited | – | – | ||||||||||||||||||
| Outstanding, March 31, 2026 | $ | $ | $ | |||||||||||||||||
| Exercisable, March 31, 2026 | $ | $ | $ | |||||||||||||||||
Note 9. Stockholders’ Equity
8.00% Cumulative Preferred Stock, Series A
As of March 31, 2026, the Company had Series A Preferred Stock shares outstanding, compared to outstanding as of December 31, 2025. As of May 6, 2026, there were shares of Series A Preferred Stock outstanding.
Dividends
on the Series A Preferred Stock are cumulative from the date of original issue and are payable quarterly on the 15th day of March, June,
September and December of each year, when, as and if declared by our Board of Directors or a duly authorized committee thereof. Dividends
are payable out of amounts legally available therefore at a rate equal to
Preferred Stock Share Repurchase Program
In December 2025, the Company’s Board of Directors approved a preferred share repurchase program to acquire up to shares of the Company’s outstanding Series A Preferred Stock shares (the “Preferred Share Repurchase Program”). The Preferred Share Repurchase Program, which is open-ended, allows the Company to repurchase its preferred shares from time to time in the open market and in negotiated transactions. Any repurchases conducted pursuant to the Preferred 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.
During the first quarter of 2026, the Company purchased a total of approximately thousand shares of its Series A Preferred Stock at a total cost (including commissions) of approximately $ million. Subsequent to March 31, 2026 and through May 6, 2026, the Company purchased an additional approximately thousand of its Series A Preferred Stock at a total cost (including commissions) of approximately $ million. Through May 6, 2026, the Company has repurchased approximately % of its Series A Preferred Stock outstanding immediately prior to implementation of the program. All repurchased Series A Preferred Stock are recorded as a reduction to the liquidation value of the Preferred Stock.
Common Stock
The total number of shares of common stock outstanding as of March 31, 2026 was , compared to as of December 31, 2025. As of May 6, 2026, there were shares of common stock outstanding.
Common Stock Share Repurchase Program
In September 2025, the Company’s Board adopted a share repurchase program to acquire up to $ million of the Company’s outstanding common stock (the “Share Repurchase Program”). The Stock Repurchase Program, which is open-ended, allows the Company to repurchase its 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 the Company deems appropriate, based on factors such as market conditions, legal requirements, and other business considerations.
| 22 |
During the three months ended March 31, 2026, the Company purchased a total of approximately million shares of its Common Stock at a total cost (including commissions) of approximately $ million. Subsequent to March 31, 2026 and through May 6, 2026, the Company purchased an additional approximately thousand shares of its Common Stock at a total cost (including commissions) of approximately $ million. Through May 6, 2026, the Company has repurchased approximately % of its Common Stock outstanding immediately prior to implementation of the program. All repurchased shares are recorded as treasury stock.
Warrants
The following table summarizes activity for warrants for the three months ended March 31, 2026:
| Warrants | Units | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (yrs) | |||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | – | |||||||||||
| Expired | ( | ) | ||||||||||
| Outstanding, March 31, 2026 | $ | |||||||||||
Note 10. Related Party Transactions
Related party transactions are carried out in the normal course of operations and are measured in part by the amount of consideration paid or received, as established and agreed by the parties. Except where disclosed elsewhere in these condensed consolidated financial statements, the following is a summary of related party transactions.
Limited Liability Company Interests
The Company participated as a limited partner in a fund that was unwound during 2023.
As a result of the winddown, the Company held a direct limited liability company interests in FGAC Investors LLC, FG Merger Investors LLC, and GreenFirst Forest Products Holdings, LLC. Mr. Cerminara and Mr. Swets, the head of the Company’s merchant banking business, serve as managers of FGAC Investors LLC and FG Merger Investors LLC, while Mr. Cerminara ultimately controls GreenFirst Forest Products Holdings, LLC. The Company’s interest in each of these LLC’s was transferred to the CVR Trust in August 2025.
FG Merchant Partners
FGMP was formed to co-sponsor newly formed SPACs and other merchant banking clients with their founders or partners. Certain of our directors and officers also hold limited partner interests in FGMP. Mr. Swets holds a limited partner interest through Itasca Financial LLC, an advisory and investment firm for which Mr. Swets is managing member. Mr. Cerminara also holds a limited partner interest through Fundamental Global, LLC (“FG LLC”), a holding company for which Mr. Cerminara is the manager and one of the members.
FGMP has invested in the founder shares and warrants of Aldel Financial Inc., FG Merger Corp, FG Acquisition Corp, Aldel Financial II Inc., FGC and Craveworthy. Certain of our directors and officers are affiliated with these entities. The Company’s ownership interest in each of these entities was distributed to the CVR Trust in August 2025.
FG Communities
In
October 2022, the Company directly invested $
| 23 |
Craveworthy
On
March 16, 2023, the Company invested $
FG Imperii Investors
During
the third quarter of 2025, the Company entered into a promissory note with FG Imperii Investors LLC (“FGII”) pursuant to
which the Company agreed to loan approximately $
Saltire
The
Company owns real estate in Canada that it leases to a wholly-owned subsidiary of Saltire. Pursuant to the terms of the lease, the Company
receives annual rental income of $
Shared Services Agreement
In 2020, the Company entered into a Shared Services Agreement (the “Shared Services Agreement”) with Fundamental Global Management, LLC (“FGM”), an affiliate of FG LLC, pursuant to which FGM provides the Company with certain services related to the day-to-day management of the Company, including assisting with regulatory compliance, evaluating the Company’s financial and operational performance, providing a management team to supplement the executive officers of the Company, and such other services consistent with those customarily performed by executive officers and employees of a public company. In exchange for these services, the Company pays FGM a fee of $ per quarter (the “Shared Services Fee”), plus reimbursement of expenses incurred by FGM in connection with the performance of the services, subject to certain limitations approved by the Board or Compensation and Management Resources Committee from time to time.
The Shared Services Agreement has an initial term of three years, and thereafter renews automatically for successive one-year terms unless terminated in accordance with its terms. The Shared Services Agreement may be terminated by FGM or by the Company, by a vote of the Company’s independent directors, at the end of the initial or automatic renewal term upon 120 days’ notice, subject to payment by the Company of certain costs incurred by FGM to wind down the provision of services and, in the case of a termination by the Company without cause, payment of a termination fee equal to the Shared Services Fee paid for the two quarters preceding termination. In 2022, the Shared Services Agreement was amended to eliminate termination fees and to increase the termination notice from 120 days to 365 days.
The Company paid $million to FGM under the Shared Services Agreement for each of the three months ended March 31, 2026 and March 31, 2025, respectively. This amount is included in General and administrative expenses on the condensed consolidated statement of operations.
| 24 |
Net earnings per share is computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding during the periods presented. In calculating diluted earnings per share, those potential common shares that are found to be anti-dilutive are excluded from the calculation. The table below provides a summary of the numerators and denominators used in determining basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 (in thousands, except per share amounts).
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Basic and diluted: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Discount on repurchase of Series A Preferred Shares | ||||||||
| Dividends declared on Series A Preferred Shares | ( | ) | ( | ) | ||||
| Loss attributable to FG Nexus common shareholders from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding (1) | ||||||||
| Loss per common share from continuing operations (1) | $ | ) | $ | ) | ||||
| (1) |
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Options to purchase common stock | ||||||||
| Restricted stock units | ||||||||
| Warrants | ||||||||
Note 12. Debt
The Company’s short-term debt consists of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||
| Short-term debt: | ||||||||
| 20-year installment loan | $ | $ | ||||||
| Revolving credit facility | ||||||||
| Total short-term debt | ||||||||
| Less: deferred debt issuance costs, net | ( | ) | ||||||
| Total short-term debt, net of issuance costs | $ | $ | ||||||
Installment Loan and Revolving Credit Facility
In
January 2023, Strong/MDI and Canadian Imperial Bank of Commerce (“CIBC”) entered into a demand credit agreement (the “2023
Credit Agreement”), which amended and restated the prior credit agreement entered into in 2021. The 2023 Credit Agreement consists
of a revolving line of credit for up to CAD$
Under
the 2023 Credit Agreement:
| 25 |
The
20-year installment note bears variable interest at
As noted above, the Company signed a non-binding letter of intent to sell its Quebec property. The Company will utilize a portion of the proceeds generated from the sale of the facility to repay the installment loan, at which time the credit facility will be terminated.
Note 13. Commitments and Contingencies
Legal Proceedings
The Company is involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually or in the aggregate, are expected to have a material effect on its business or financial condition.
One of the Company’s subsidiaries is named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to FG Nexus. In our experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts. FG Nexus has not suffered any adverse verdict in a trial court proceeding related to asbestos claims and intends to continue to defend these lawsuits.
On July 16, 2024, the Company received notice that it was named as a defendant, along with over 500 other companies, in a civil action filed for cost recovery and contributions related to the release and/or threatened release of hazardous substances from a facility known as the BKK Class 1 Landfill in Los Angeles County California from periods prior to 1987. The action alleges that a former subsidiary of the Company is a successor to Pichel Industries, Inc. (“Pichel Industries”) and that Pichel Industries contributed waste to the landfill. The Company is not aware of any successor relationship between it and Pichel. There have been no further actions in this case since the initial filing in 2024, and the Company intends to defend itself vigorously in the event the plaintiffs choose to pursue action against the Company.
As
of March 31, 2026, the Company has a loss contingency reserve of approximately $
Note 14. Segment Reporting
The
Company has
| 26 |
The following tables present the financial information for each segment that is specifically identifiable or based on allocations using internal methodology for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, 2026 | ||||||||||||||||
| Digital Assets | Merchant Banking | Other | Total | |||||||||||||
| Rental income | $ | $ | $ | $ | ||||||||||||
| Merchant banking advisory fees | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Compensation costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ||||||||||
| Bank and custodial fees | ( | ) | ( | ) | ||||||||||||
| Realized loss on digital assets | ( | ) | ( | ) | ||||||||||||
| Unrealized loss on measurement of fair value of ETH digital assets | ( | ) | ( | ) | ||||||||||||
| Gain on equity holdings | ||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||||||||||
| Other operating expenses | ( | ) | ( | ) | ||||||||||||
| Interest expense, net | ( | ) | ( | ) | ||||||||||||
| Segment (loss) income before taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Corporate and other non-segment operating expenses | ( | ) | ||||||||||||||
| Stock-based compensation | ( | ) | ||||||||||||||
| Foreign currency transaction loss | ( | ) | ||||||||||||||
| Interest income, net | ||||||||||||||||
| Loss from continuing operations before taxes | $ | ( | ) | |||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||
| Digital Assets | Merchant Banking | Other | Total | |||||||||||||
| Rental income | $ | $ | $ | $ | ||||||||||||
| Merchant banking advisory fees | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Compensation costs | ( | ) | ( | ) | ||||||||||||
| Professional fees | ( | ) | ( | ) | ||||||||||||
| Loss on equity holdings | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||||||||||
| Other operating expenses | ( | ) | ( | ) | ||||||||||||
| Interest expense, net | ( | ) | ( | ) | ||||||||||||
| Segment (loss) income before taxes | ( | ) | ( | ) | ||||||||||||
| Corporate and other non-segment operating expenses | ( | ) | ||||||||||||||
| Stock-based compensation | ( | ) | ||||||||||||||
| Foreign currency transaction loss | ||||||||||||||||
| Interest income, net | ||||||||||||||||
| Loss from continuing operations before taxes | $ | ( | ) | |||||||||||||
The following table presents the Company’s specifically identifiable assets for each of the Company’s segments as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | ||||||||||||||||
| Merchant Banking | Digital Assets | Other & Corporate | Total | |||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| Merchant Banking | Digital Assets | Other & Corporate | Total | |||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
The
“other” segment assets as of December 31, 2025 includes $
Note 15. Subsequent Events
The Company’s management has evaluated subsequent events after the consolidated balance sheet dated as of March 31, 2026, through the date of filing of this Form 10-Q. Based on the evaluation, management has determined that, other than as disclosed in the accompanying notes, no subsequent events have occurred that would require recognition in the accompanying condensed consolidated financial statements or disclosure in the notes thereto.
| 27 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with our consolidated financial statements and related notes and information included elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report for the year ended December 31, 2025 on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2026, and in subsequent filings with the SEC.
Unless context denotes otherwise, the terms “Company,” “FG Nexus” “we,” “us,” and “our,” refer to FG Nexus Inc., and its subsidiaries.
Cautionary Note about Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “view,” “will,” “would,” “will be,” “will continue,” “will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions and statements regarding the Company’s future business plans and initiatives are forward-looking in nature. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements and may impact our ability to implement and execute on our future business plans and initiatives.
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, the Company’s ability to execute its business plans which are contemplated to include increasing the Company’s scale through acquisition, fluctuations in the market price of ETH and other digital assets and any associated mark to market charges or impairments that the Company may incur as a result of a decrease in the market price of ETH and other digital assets below the value at which the Company’s ETH and other digital assets are carried on its balance sheet, changes in the accounting treatment relating to the Company’s digital asset holdings, the tokenization of real-world assets, the Company’s ability to achieve profitable operations, government regulation of digital assets, changes in securities laws or regulations such as accounting rules as discussed below, customer acceptance of new products and services including the Company’s real world tokenization and ETH treasury strategies, general conditions in the global economy; risks associated with operating in the merchant banking industry; 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; and potential conflicts of interest between us and our directors and executive officers.
Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information, future events or developments.
| 28 |
Overview
FG Nexus is a holding company incorporated in the state of Nevada. 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.
Digital Assets
In 2025, the Company transitioned its operations to focus primarily on operating as a digital asset treasury focused on ETH and tokenization opportunities, particularly the tokenization of real-world assets. Ethereum and other Ether related digital assets serve as our primary treasury assets, Ethereum is the foundation of digital finance and settlement layer for the majority of stablecoins, Decentralized Finance (DeFi), and tokenized assets. ETH is the native token of the Ethereum network, which we purchased ETH as our initial treasury asset following the private placement.
Our treasury strategy is focused on commercializing and expanding the tokenization of real-world assets, potentially including affordable housing, reinsurance, real estate and other asset classes. As of March 31, 2026, our digital asset portfolio included 20,637 ETH and 7,659 wrapped staked ETH (“wstETH”), with a combined estimated fair value of $60.7 million. All of our digital assets are held in our custodial accounts at Anchorage and BitGo.
As part of our ETH treasury strategy, we participate in liquid staking through the Lido protocol. In a Lido liquid staking arrangement, we transfer ETH to the Lido protocol and receive stETH, a fungible rebasing ERC-20 receipt token, which is then wrapped into wstETH, a fungible ERC-20 receipt token, that represents a proportional interest in the protocol’s pool of staked ETH. The token balance remains fixed and, instead, the value per unit increases to reflect staking rewards.
The Lido protocol establishes a daily Protocol Conversion Rate (“PCR”), which reflects the amount of ETH into which a unit of wstETH is redeemable. The PCR is calculated by dividing the total ETH held by the protocol, including accumulated staking rewards (net of penalties or slashing fees), by the total number of wstETH tokens in circulation. The PCR is updated daily through the protocol’s on-chain infrastructure and is publicly accessible.
The PCR is not a market trading price. The process of redeeming wstETH for ETH is subject to the validator exit queue, bonding periods and other mechanics that may affect the timing and execution of redemption. As a result, we may not be able to redeem our holdings immediately.
Merchant Banking
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”), to participate as a co-sponsor for newly formed SPACs and other merchant banking clients.
The Company’s merchant banking group provides advisory services, facilitates capital formation and allocates capital to equity holdings. In our SPAC Platform, this also includes launching, sponsoring and providing strategic, administrative, and regulatory support services to newly formed SPACs. 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 that are owned and operated by FGC, and Craveworthy LLC (“Craveworthy”), an innovative fast casual restaurant platform company. Saltire Holdings Ltd. (“Saltire”), a Canadian public company that allocates capital to equity, debt and/or hybrid securities of high-quality private companies, among others.
| 29 |
Recent Developments and Transactions
Potential Business Combination with FG Communities, Inc.
In April 2026, we announced that our Board of Directors (the “Board”) was reviewing potential strategic alternatives to enhance long-term stockholder value and further our strategic objectives. As part of this review, the Board discussed a potential business combination transaction with FG Communities, Inc. (“FG Communities”) (the “Potential Transaction”) to advance our strategy to become a leader in the tokenization of real-world assets. The Board has established a special committee composed solely of independent directors (the “Special Committee”) to evaluate the Potential Transaction or other strategic alternatives. The Special Committee has retained an independent financial advisor to provide a fairness opinion for the Potential Transaction and to assist in the Board’s evaluation and negotiation of the Potential Transaction.
We believe this strategy would better align our digital asset platform with a durable, income-producing real estate business that addresses critical housing needs. If the Potential Transaction is completed, we expect it would have a material impact on our future business operations, risks and opportunities, as well as our overall financial position, results of operations, segment and other financial reporting in future periods. The Board’s discussions with respect to the Potential Transaction are preliminary in nature and no decisions or agreements have been reached. There can be no assurance that the Potential Transaction will be pursued or consummated.
Agreement to Sell Reinsurance Business
In October 2025, we entered into an agreement to sell the remaining portion of our reinsurance business. Pursuant to the agreements, we received (1) the release of $3.3 million of collateral that we had posted in connection with certain reinsurance contracts; (2) the payment of $1.0 million in cash; and (3) a 40% equity interest in the entity purchasing the reinsurance business. Additionally, pursuant to the agreements, we agreed to leave $1.3 million dollars in cash in the reinsurance business in exchange for a promissory note in the amount of $1.3 million that accrues interest at a rate of 6% per annum with all principal and accrued interest due and payable on January 1, 2028. The sale transaction closed in early 2026.
Letter of Intent to Sell Quebec Real Estate
In October 2025, we signed a non-binding letter of intent to sell our Quebec property for $15.0 million CAD, or approximately $11.0 million USD. Following repayment of the existing installment loan, the transaction is expected to generate approximately $8.0-$9.0 million USD in net pretax proceeds. The letter of intent does not constitute a binding agreement, and there can be no assurance that a definitive sale agreement will be reached or that the transaction will be completed. The transaction, if completed, is expected to close during the second quarter of 2026, subject to the execution of definitive agreements, completion of due diligence, and satisfaction of customary closing conditions.
Asset Transfer and CVR Trust
In August 2025, 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 the Company’s stockholders as of August 8, 2025. 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.
Results of Operations
Management’s discussion and analysis of financial condition and results of operations reflects the continuing operations of the Company as they existed as of March 31, 2026.
| Three Months Ended Months 31, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Total revenue | $ | 232 | $ | 238 | $ | (6 | ) | (2.5 | %) | |||||||
| General and administrative expenses | (3,680 | ) | (2,337 | ) | (1,343 | ) | 57.5 | % | ||||||||
| Stock-based compensation | (117 | ) | (175 | ) | 58 | (33.1 | %) | |||||||||
| Realized loss on digital assets | (18,664 | ) | - | (18,664 | ) | 100.0 | % | |||||||||
| Unrealized loss on measurement of fair value of ETH digital assets | (17,995 | ) | - | (17,995 | ) | 100.0 | % | |||||||||
| Loss from operations | (40,224 | ) | (2,274 | ) | (37,950 | ) | 1,668.9 | % | ||||||||
| Interest income (expense), net | 44 | (4 | ) | 48 | (1,200.0 | %) | ||||||||||
| Gain (loss) on equity holdings | 32 | (6,419 | ) | 6,451 | (100.5 | %) | ||||||||||
| Loss on financial instruments | (98 | ) | - | (98 | ) | 100.0 | % | |||||||||
| Foreign currency translation loss | (26 | ) | - | (26 | ) | 100.0 | % | |||||||||
| Loss from continuing operations before income taxes | (40,272 | ) | (8,697 | ) | (31,575 | ) | 363.1 | % | ||||||||
| Income tax benefit | 9 | 68 | (59 | ) | (86.8 | %) | ||||||||||
| Net loss from continuing operations | $ | (40,263 | ) | $ | (8,629 | ) | $ | (31,634 | ) | 366.6 | % | |||||
Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025
Revenue of $0.2 million during the first quarter of 2026 included $0.1 million of merchant banking advisory fees and $0.1 million of rental income. We did not generate any revenue from ETH native staking activities during the first quarter of 2026. Total revenue during the first quarter of 2025 also consisted of $0.1 million of merchant banking advisory fees and $0.1 million of rental income.
| 30 |
Loss from operations increased to $40.2 million during the first quarter of 2026 as compared to $2.3 million during the first quarter of 2025. Loss from operations during the first quarter of 2026 included losses on digital assets totaling $36.7 million, which was comprised of (i) an $18.0 million unrealized mark to market adjustment on the valuation of our ETH digital assets and (ii) realized losses on the sale of ETH and conversion of ETH to other digital assets totaling $18.7 million. General and administrative expenses increased $1.3 million during the first quarter of 2026 as compared to the prior year period was primarily due to higher compensation costs, professional fees, audit fees and public relations expenses incurred as we launched our new ETH treasury operations.
The first quarter of 2026 included an equity method gain on the shares of Saltire of $32 thousand, as compared to a $1.5 million equity method loss on the shares of Saltire in the first quarter of 2025. The remainder of the net loss on equity holdings and other holdings during the first quarter of 2025 related to holdings distributed to the CVR Trust in August 2025.
Net loss from continuing operations increased to $40.3 million during the first quarter of 2026 from $8.6 million during the first quarter of 2025 primarily due to the unrealized mark to market adjustments during the current year due to fluctuations in the value of our ETH, realized losses on the sale of ETH and conversion of ETH to other digital assets, as well as the increased operating expenses and other costs associated with launching our digital asset treasury operations.
Critical Accounting Estimates
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Actual results may differ materially from these estimates. Set forth below is qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the critical accounting estimate has had or is reasonably likely to have on financial condition or results of operations, to the extent the information is material and reasonably available.
ETH Digital Assets
The Company’s ETH digital assets fall within the scope of ASC 350-60. As of March 31, 2026, the Company held $43.5 million of ETH, which are held at fair value and are included as part of the ETH digital assets line on the condensed consolidated balance sheets. In determining the fair value of the digital assets in accordance with ASC 820, the Company utilizes Coinbase as the principal market. The activity from remeasurement of ETH at fair value is reflected in the condensed consolidated statements of operations within Unrealized measurement of fair value of ETH digital assets. We use a first-in, first-out methodology to assign costs to digital assets for purposes of the digital assets held and realized gains and losses. Sales and purchases of ETH digital assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows.
Digital Intangible Assets, at Cost Less Impairment
We hold wstETH, which are receipt tokens received in exchange for staking ETH via liquid staking protocols. We exercise significant judgment in determining whether specific digital assets fall within the scope of ASC 350-60. We have determined that wstETH does not meet the scope criteria of ASC 350-60 because the token represents a contract that provides the holder with enforceable rights to residual assets (redeemable ETH), thereby failing the “other goods and services” criterion of the standard. Consequently, we account for wstETH as an indefinite-lived intangible asset under ASC 350-30, measured at cost less impairment.
We evaluate wstETH for impairment quarterly. This requires tracking the lowest intraday quoted price of wstETH on our principal market since the acquisition of the specific asset lot. If the carrying value exceeds the lowest intraday price, an impairment loss is recognized immediately. This methodology differs significantly from the fair value treatment of our native ETH and creates a disparity in how gains (recognized only upon sale/redemption) and losses (recognized immediately upon price decline) are reported for wstETH.
| 31 |
Staking
Native Staking
Beginning in August 2025, and continuing through December 2025, we deployed our ETH in native staking activities. We utilize a third-party asset manager to manage and stake ETH on our behalf. Through the agreement with the asset manager, our ETH is held by qualified custodians, staked in the Ethereum protocol, and the stake is delegated to third party validators. When chosen as validators by the Ethereum network, these validators earn staking rewards and transaction fees proportional to the amount of stake delegated to them. We recognize rewards from native staking as revenue in accordance with ASC 606. However, since the amount of rewards are not known by us until a validation activity is completed, and we receive rewards in our custodial account, the staking rewards are constrained under the Topic 606 guidance on variable consideration until such time.
Because we are not the principal to the block validation service, we do not control the full output of the reward-generating activity, and instead receives net staking rewards, after validator commissions are deducted. As such, we present staking revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled. Asset manager fees are presented as separate operating expenses within General and administrative expenses on the condensed consolidated statements of operations.
Liquid Staking
We also participate in liquid staking through a liquid staking protocol. One key difference and intended benefit of liquid staking versus native staking is that it allows us to earn staking rewards, like native staking, but provides liquidity and the ability to enter into other transactions through the use of receipt token. Instead of directly locking ETH into Ethereum’s staking deposit contract, we deposit ETH through our custodian into the liquid staking protocol’s smart contract. The liquid staking protocol then controls the ETH for deposit into the Ethereum’s staking deposit contract and further delegation to its chosen validators. In exchange for staking its ETH, we receive wstETH, a freely transferable ERC-20 liquid staking receipt token, which enables participation in decentralized finance (DeFi) and other crypto markets while the underlying ETH remains staked on Ethereum. Upon staking ETH through the liquid staking protocol, the ETH is derecognized because the liquid staking protocol obtains the ability to deploy and direct its use, and the wstETH token received concurrently is then recognized. Any gain or loss on the derecognition of ETH and the recognition of the wstETH is recognized in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) based on the difference between the carrying amount of the ETH staked and the fair value of the wstETH received.
The liquid staking protocol uses a floating conversion rate, or protocol conversion rate, between the receipt token and staked tokens, reflecting the value of accrued network rewards, penalties, and fees associated with the staked ETH. The conversion rate between wstETH and ETH increases over time as staking rewards accrue to the protocol; no new wstETH are received. Staking rewards in the form of ETH are only received upon redemption of wstETH.
Since wstETH is accounted for under ASC 350-30, increases in wstETH fair value while we remain staked with the liquid staking protocols, are not recognized. There is no ongoing performance obligation following the staking of ETH through the liquid staking protocol. Additionally, wstETH is a non-rebasing token, meaning its quantity remains fixed over time. Staking rewards are not continuously reflected in token balances but are instead realized separately. Staking rewards are therefore recognized only when the wstETH is redeemed, measured at the fair value of ETH at contract inception, which is when the ETH were staked.
Valuation of Net Deferred Income Taxes
The provision for income taxes is calculated based on the expected tax treatment of transactions recorded in the Company’s consolidated financial statements. In determining its provision for income taxes, the Company interprets tax legislation in a variety of jurisdictions and makes assumptions about the expected timing of the reversal of deferred income tax assets and liabilities and the valuation of net deferred income taxes.
The ultimate realization of the deferred income tax asset balance is dependent upon the generation of future taxable income during the periods in which the Company’s temporary differences reverse and become deductible. A valuation allowance is established when it is more likely than not that all or a portion of the deferred income tax asset balance will not be realized. In determining whether a valuation allowance is needed, management considers all available positive and negative evidence affecting specific deferred income tax asset balances, including the Company’s past and anticipated future performance, the reversal of deferred income tax liabilities, and the availability of tax planning strategies. To the extent a valuation allowance is established in a period, an expense must be recorded within the income tax provision in the consolidated statements of income and comprehensive income.
Revenue Recognition
The Company accounts for revenue for rental income and merchant banking advisory services using the following steps:
| ● | Identify the contract, or contracts, with a customer; | |
| ● | Identify the performance obligations in the contract; | |
| ● | Determine the transaction price; | |
| ● | Allocate the transaction price to the identified performance obligations; and | |
| ● | Recognize revenue when, or as, the Company satisfies the performance obligations. |
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.
| 32 |
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.
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.
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 March 31, 2026 or December 31, 2025.
Stock-Based Compensation Expense
The Company uses the fair-value method of accounting for stock-based compensation awards granted. The Company has determined the fair value of its outstanding stock options on their grant date using the Black-Scholes option pricing model along with multiple Monte Carlo simulations to determine a derived service period as the options vest based upon meeting certain performance conditions. The Company determines the fair value of restricted stock units (“RSUs”) on their grant date using the fair value of the Company’s common stock on the date the RSUs were issued (for those RSUs which vest solely based upon the passage of time). The fair value of these awards is recorded as compensation expense over the requisite service period, which is generally the expected period over which the awards will vest, with a corresponding increase to additional paid-in capital. When the stock options are exercised, or correspondingly, when the RSUs vest, the amount of proceeds together with the amount recorded in additional paid-in capital is recorded in shareholders’ equity.
Recent Accounting Pronouncements
See Note 2, Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements.
Liquidity and Capital Resources
As of March 31, 2026, we had cash and cash equivalents of $14.1 million and ETH and other digital assets with a combined fair value of $60.7 million.
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, sales of ETH digital assets and certain equity holdings and credit facilities. Our ETH and other digital assets are not subject to any trading restrictions and are not pledged as collateral. We believe our ETH and other digital assets are readily convertible into cash, and we may convert ETH and other digital assets to cash periodically to fund operations.
| 33 |
Cash Flows
The following table summarizes the Company’s consolidated cash flows for the three months ended March 31, 2026 and 2025 (in thousands).
Three Months Ended March 31, | ||||||||
| Summary of Cash Flows | 2026 | 2025 | ||||||
| Cash and cash equivalents – beginning of period | $ | 13,395 | $ | 6,562 | ||||
| Net cash used in operating activities from continuing operations | (6,236 | ) | (2,374 | ) | ||||
| Net cash provided by investing activities from continuing operations | 21,660 | 1,533 | ||||||
| Net cash used in financing activities from continuing operations | (14,427 | ) | (578 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | (1 | ) | (1 | ) | ||||
| Net increase (decrease) in cash and cash equivalents from continuing operations | 996 | (1,420 | ) | |||||
| Net increase in cash and cash equivalents from discontinued operations | (250 | ) | (705 | ) | ||||
| Cash and cash equivalents – end of period | $ | 14,141 | $ | 4,437 | ||||
For the first quarter of 2026, net cash used in operating activities from continuing operations was approximately $6.2 million compared to $2.4 million for the first quarter of 2025. Cash used in operations increased during the first quarter of 2026 as a result of higher operating expenses as well as an increase in working capital uses.
For the first quarter of 2026, net cash provided by investing activities from continuing operations was approximately $21.7 million, compared to $1.5 million during the first quarter of 2025. Cash provided by investing activities during the first quarter of 2026 primarily included $22.0 million of ETH sales and $0.2 million repayment of a note receivable, partially offset by $0.5 million outflow from purchase of equity holdings. Cash provided by investing activities during the first quarter of 2025 included $1.8 million of proceeds from the sale of equity securities, partially offset by $0.3 million of purchases of equity securities.
For the first quarter of 2026, net cash used in financing activities from continuing operations was approximately $14.4 million compared to $0.6 million during the first quarter of 2025. Cash used in financing activities during the first quarter of 2026 included $14.0 million of purchases under our common and preferred share buyback programs, $28 thousand of principal payments on debt, $0.4 million of payments of dividends on our Series A Preferred Shares. Cash used in financing activities during the first quarter of 2025 primarily included $0.1 million of principal payments on debt and $0.4 million of payments of dividends on our Series A Preferred Shares.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management performed an evaluation under the supervision and with the participation of the Company’s principal executive officer and principal financial officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026. Based upon this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company’s management has concluded its internal control over financial reporting was effective as of the end of the period covered by this report. The Company continues to monitor and assess its internal controls related to digital asset transactions and reporting, and will continue to evaluate the effectiveness of these controls as the business evolves. The Company’s management is committed to ensuring the effectiveness of its internal controls and compliance with applicable regulatory requirements.
| 34 |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually or in the aggregate, are expected to have a material effect on our business or financial condition.
There have been no material changes to the legal proceedings previously disclosed in Part I, Item 3. “Legal Proceedings” to our annual report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 27, 2026.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” to our annual report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 27, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Stock Repurchases
Common Stock
In September 2025, the Company’s Board of Directors adopted a share repurchase program to acquire up to $200 million of the Company’s outstanding common stock (the “Share Repurchase Program”). The Stock Repurchase Program, which is open-ended, allows the Company to repurchase its 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 the Company deems appropriate, based on factors such as market conditions, legal requirements, and other business considerations.
The following table provides information about purchases made by us of our common stock for each month included in the first quarter of 2026:
| Period | Total number of shares purchased | Average price paid per share, including commissions | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs | ||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
| January 2026 | 532 | $ | 16.12 | 532 | $ | 165,293 | ||||||||||
| February 2026 | - | $ | - | - | $ | 165,293 | ||||||||||
| March 2026 | 25 | $ | 7.15 | 25 | $ | 165,115 | ||||||||||
| Quarter Ended March 31, 2026 | 557 | $ | 15.71 | 557 | $ | 165,115 | ||||||||||
Preferred Stock
In December 2025, the Company’s Board of Directors approved a preferred share repurchase program to acquire up to 894,580 shares of the Company’s outstanding preferred shares (the “Preferred Share Repurchase Program”). The Preferred Share Repurchase Program, which is open-ended, allows the Company to repurchase its preferred shares from time to time in the open market and in negotiated transactions. Any repurchases conducted pursuant to the Preferred 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.
| 35 |
The following table provides information about purchases made by us of our preferred stock for each month included in the first quarter of 2026:
| Period | Total number of shares purchased | Average price paid per share, including commissions | Total number of shares purchased as part of publicly announced plans or programs | The maximum number of shares that may still be purchased under the plans or programs | ||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
| January 2026 | 85 | $ | 24.61 | 85 | 804 | |||||||||||
| February 2026 | 63 | $ | 25.35 | 63 | 741 | |||||||||||
| March 2026 | 64 | $ | 25.30 | 64 | 677 | |||||||||||
| Quarter Ended March 31, 2026 | 212 | $ | 25.30 | 212 | 677 | |||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6.
| * | Filed herewith. |
| ** | Furnished herewith. |
| 36 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FG NEXUS INC. | ||
| Date: May 7, 2026 | By: | /s/ D. Kyle Cerminara |
| D. Kyle Cerminara, Chief Executive Officer | ||
| (principal executive officer) | ||
| Date: May 7, 2026 | By: | /s/ Mark D. Roberson |
| Mark D. Roberson, Chief Financial Officer | ||
| (principal financial officer) | ||
| Date: May 7, 2026 | By: | /s/ Todd R. Major |
| Todd R. Major, Chief Accounting Officer | ||
| (principal accounting officer) | ||
| 37 |