FG Nexus Inc 2025年季度报告

FORM10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period EndedSeptember 30,2025 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-36366 FG Nexus Inc.(Exact name of registrant as specified in its charter) 46-1119100(I.R.S. EmployerIdentification No.) 6408 Bannington Road,Charlotte,NC28226(Address of principal executive offices and zip code) (704)994-8279(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller ReportingCompany☒Emerging GrowthCompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 November 12, 2025 was39,574,350. Table of Contents PART I. FINANCIAL INFORMATION3ITEM 1. FINANCIAL STATEMENTS3ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS33ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK42ITEM 4. CONTROLS AND PROCEDURES42PART II. OTHER INFORMATION43ITEM 1. LEGAL PROCEEDINGS43ITEM 1A. RISK FACTORS43ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS51ITEM 3. DEFAULTS UPON SENIOR SECURITIES51ITEM 4. MINE SAFETY DISCLOSURES51ITEM 5. OTHER INFORMATION51ITEM 6. EXHIBITS51SIGNATURES532 FG Nexus Inc.Condensed Consolidated Balance Sheets(in thousands, except share and per share data) September 30, 2025(unaudited)December 31, 2024 ASSETSCash and cash equivalents$7,495$6,562ETH digital assets210,435-Equity securities, at fair value (cost basis of $8,679)-5,763Other equity securities and other holdings12,80454,310Property, plant and equipment, net2,2472,404Assets of discontinued operations10,40839,824Other assets1,348606Total assets$244,737$109,469 SHAREHOLDERS’ EQUITYSeries A Preferred Shares, $25.00par and liquidation value,15,000,000shares FG Nexus Inc.Condensed Consolidated Statements of Operations(in thousands, except per share data)(Unaudited) FG Nexus Inc.Condensed Consolidated Statements of Comprehensive Loss(in thousands)(Unaudited) FG Nexus Inc.Condensed Consolidated Statements of Shareholders’ Equity(Unaudited)(in thousands) FG Nexus Inc.Condensed Consolidated Statement of Cash Flows(Unaudited)(in thousands) FG Nexus Inc.Notes to Condensed Consolidated Financial Statements Note 1.Nature of Business FG Nexus Inc. (“FGNX”, the “Company”, “we”, or “us”), a Nevada corporation, recently undertook a significant strategic shift,adopting Ether, the native cryptocurrency of the Ethereum blockchain (“Ether” or “ETH”) as its primary treasury asset. This strategyreflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capital marketsand decentralized infrastructure. In connection with the strategic shift, the Company distributed certain assets to a trust, which are nolonger part of the consolidated group, as described in more detail below. In addition to operating a digital asset treasury, the Companycontinues to operate its merchant banking business and holds real estate and equity holdings. Business Segments The Company currently has two operating segments, digital assets and merchant banking. Digital Assets The Company recently initiated an ETH treasury strategy. ETH is the native token of the Ethereum network. Ethereum is thefoundation of digital finance and settlement layer for the majority of stablecoins, Decentralized Finance (DeFi), and tokenized assets.We intend to accumulate ETH as a l