FG Nexus Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to _______________________ Commission file number 001-36366 FG Nexus Inc.(Exact name of registrant as specified in its charter) Nevada46-1119100(State of incorporation)(I.R.S Employer Identification No.) 6408 Bannington Road Charlotte, NC28226(Address of principal executive offices)(Zip Code) (704) 994-8279(Registrant’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which RegisteredThe Nasdaq Stock Market LLC Common Stock, par value $0.001 per share8.00% Cumulative Preferred Stock, Series A, parvalue $25.00 per share The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ 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 (the “Act”) during the preceding 12 months (or for such shorter period that the registrant was required to filesuch 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 the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Act.: ☐Accelerated Filer☐☒Smaller Reporting Company☒☐ Large Accelerated FilerNon-Accelerated FilerEmerging Growth Company 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 Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ On June 30, 2025, the aggregate market value of the Registrant’s common stock held by non-affiliates was approximately $13.2million, computed on the basis of the closing sale price of the Registrant’s common stock on that date. As of March 23, 2026, the total number of shares outstanding of the Registrant’s common stock was 6,530,207. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders are incorporated by reference in Part III,Items 10, 11, 12, 13 and 14. FG NEXUS INC. Table of Contents ITEM 1. BUSINESS3ITEM 1A. RISK FACTORS9ITEM 1B. UNRESOLVED STAFF COMMENTS23ITEM 1C. CYBERSECURITY23ITEM 2. PROPERTIES23ITEM 3. LEGAL PROCEEDINGS23ITEM 4. MINE SAFETY DISCLOSURES23 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES24ITEM 6. [RESERVED]25ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS25ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK34ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA35ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE71ITEM 9A. CONTROLS AND PROCEDURES71ITEM 9B. OTHER INFORMATION71ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS71 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE72ITEM 11. EXECUTIVE COMPENSAT