FG Nexus Inc 2026年季度报告

FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2026 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.) Nevada(State or other jurisdiction of incorporation or organization) 6408 Bannington Road, Charlotte, NC 28226(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 May 6, 2026 was 6,261,082. Table of Contents PART I. FINANCIAL INFORMATION3ITEM 1. FINANCIAL STATEMENTS3ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS28ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK34ITEM 4. CONTROLS AND PROCEDURES34PART II. OTHER INFORMATION35ITEM 1. LEGAL PROCEEDINGS35ITEM 1A. RISK FACTORS35ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS35ITEM 3. DEFAULTS UPON SENIOR SECURITIES36ITEM 4. MINE SAFETY DISCLOSURES36ITEM 5. OTHER INFORMATION36ITEM 6. EXHIBITS36SIGNATURES372 FG Nexus Inc.Condensed Consolidated Balance Sheets(in thousands, except share and per share data) See accompanying notes to condensed consolidated financial statements. FG Nexus Inc.Condensed Consolidated Statements of Operations(in thousands, except per share data)(Unaudited) See accompanying notes to condensed consolidated financial statements. FG Nexus Inc.Condensed Consolidated Statements of Comprehensive Loss(in thousands)(Unaudited) FG Nexus Inc.Condensed Consolidated Statements of Stockholders’ Equity(Unaudited)(in thousands) See accompanying notes to condensed consolidated financial statements. 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. (“FG Nexus”, the “Company”, “we”, or “us”), a Nevada corporation, undertook a significant strategic shift during2025, adopting Ether, the native cryptocurrency of the Ethereum blockchain (“Ether” or “ETH”) as its primary treasury asset. Thisstrategy reflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capitalmarkets and decentralized infrastructure. In addition to operating a digital asset treasury, the Company continues to operate itsmerchant 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 toenhance long-term stockholder value and further the Company’s strategic objectives. As part of this review, the Board discussed apotential business combination transaction with FG Communities, Inc. (“FG Communities”) (the “Potential Transaction”) to advanceits strategy to become a leader in the tokenization of real-world assets. The Board has established a special committee composed solelyof independent directors (the “Special Committee”) to evaluate the Potential Transaction or other strategic alternatives. The SpecialCommittee has retained an independent financial advisor to provide a fairness opinion for the Potential Transa