FG Nexus Inc.

Listed Company

FGNXCIK 0001591890NasdaqNon-AcceleratedSmaller ReportingFinance ServicesFY ends Dec 31

Period

FY 2025

Revenue

$2.41M

Net Income

$-66.74M

Total Assets

—

Equity

—

Shares Out

6.26M

Op. Cash Flow

$-6.25M

Business

FG Nexus Inc. is a holding company that allocates capital to and manages a portfolio of business operations, including merchant banking, managed services and related real estate and equity holdings. It offers merchant banking and asset management services such as SPAC sponsorship and regulatory support, advisory and capital formation, co-sponsorship via FG Merchant Partners, and managed services through Strong Technical Services providing remote network operations, on-site field service, content delivery, installation and related support for cinema and entertainment venues. The company reports two operating segments: merchant banking and managed services. It delivers services through subsidiaries, public capital markets and direct contracts with cinema and entertainment operators across North America and via co-sponsored public entities.

Summary from filing dated 2025-03-31

Financials

Consolidated Statement of Income

Year Ended · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2024 2024-12-31	FY 2023 2023-12-31	FY 2022 2022-12-31	FY 2021 2021-12-31
Total revenue	2	779,000	17	20	8
General and administrative expenses	−15	−9	11	8	9
Stock-based compensation	−8	−2	—	—	—
Realized loss on digital assets	−6	—	—	—	—
Unrealized measurement of fair value of ETH digital assets	−38	—	—	—	—
Impairment and other	−5,000	−1	−5,000	—	—
Loss from operations	−64	−12	−16	—	—
Interest expense, net	−132,000	−303,000	−520,000	—	—
Loss on equity holdings	−6	−15	—	—	—
Foreign currency transaction gain (loss)	2	−2,000	−1,000	—	—
Bargain purchase on acquisition and other (expense) income, net	−8,000	2	—	—	—
Total other expense, net	−4	−13	3	—	—
Loss from continuing operations before income taxes	−68	−24	−13	—	−7
Income tax benefit	73,000	92,000	998,000	—	—
Net loss from continuing operations	−68	−24	−12	1	−7
Net income from discontinued operations (Note 7)	892,000	23	−2	—	−145,000
Net loss	−67	−1	−15	1	−7
Net loss attributable to non-controlling interest	—	−160,000	−564,000	—	1
Discount on repurchase of Series A Preferred Shares	16,000	—	—	—	—
Dividends declared on Series A Preferred Shares	−2	−1	—	2	2
Net loss attributable to common shareholders	−69	−3	−14	−701,000	−10
Continuing operations - basic	−26.02	−120.98	−29.38	−0.09	−1.99
Continuing operations - diluted	−26.02	−120.98	−29.38	−0.09	—
Discontinued operations - basic	0.33	108.82	−5.84	—	—
Discontinued operations - diluted	0.33	108.82	−5.84	—	—
Total - basic	−25.69	−12.16	−35.22	−0.09	−1.96
Total - diluted	−25.69	−12.16	−35.22	—	—
Weighted average common shares outstanding - basic	3	211,000	400	8	5
Weighted average common shares outstanding - diluted	3	211,000	400	8	—

Consolidated Balance Sheet

As of · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2024 2024-12-31	FY 2023 2023-12-31	FY 2022 2022-12-31	FY 2021 2021-12-31
Cash and cash equivalents	13	7	6	3	16
ETH digital assets	119	—	—	—	—
Equity securities, at fair value (cost basis of $0 and $8,679)	—	6	11	841,000	1
Other equity securities and other holdings	15	54	17	—	—
Property, plant and equipment, net	2	2	11	—	—
Assets of discontinued operations	14	40	10	—	—
Other assets	304,000	606,000	486,000	712,000	745,000
Total assets	164	109	62	49	41
Accounts payable and accrued expenses	5	842,000	5	—	—
Short-term debt, net of issuance costs	2	2	2	—	—
Deferred income taxes, net	365,000	2	3	—	—
Liabilities of discontinued operations	9	30	7	—	—
Other liabilities	3	228,000	102,000	225,000	575,000
Total liabilities	20	35	25	12	7
Commitments and contingencies (Note 16)	—	—	—	—	—
Series A Preferred Shares, $25.00 par and liquidation value, 10,000,000,000 shares authorized and 888,884 shares issued and outstanding as of December 31, 2025 and 1,000,000 shares authorized and 894,580 shares issued and outstanding as of December 31, 2024	22	22	—	22	22
Common stock, $0.001 par value; 180,000,000,000 shares authorized, 8,698,994 issued, and 7,080,747 outstanding as of December 31, 2025, and 800,000 shares authorized and 253,581 shares issued and outstanding as of December 31, 2024	70,000	29,000	225,000	9,000	6,000
Treasury stock (1,618,248 shares at cost)	−26	—	−19	—	—
Additional paid-in capital	217	51	56	50	46
Accumulated deficit	−69	−229,000	2	−35	−34
Accumulated other comprehensive (loss) income	−608,000	1	−5	—	—
Total stockholders equity	143	74	37	47	34
Total liabilities and stockholders equity	164	109	62	49	41

Consolidated Statement of Cash Flows

Year Ended · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2024 2024-12-31	FY 2023 2023-12-31	FY 2022 2022-12-31	FY 2021 2021-12-31
Net unrealized holding loss on equity holdings	3	5	6	−13	−7
Loss from equity method holdings	5	11	3	−8	−1
Loss on disposal of fixed assets	5,000	—	—	—	—
Net realized gain on sale of equity holdings	−1	−306,000	−1,000	14	5
Realized loss on digital assets	6	—	—	—	—
ETH rewards for staking	−2	—	—	—	—
Depreciation and amortization	304,000	408,000	841,000	—	—
Amortization and accretion of operating leases	—	75,000	138,000	—	—
Impairment of property and equipment	—	1	—	—	—
Gain on merger of FGF and FGH (Note 5)	—	−2	—	—	—
Deferred income taxes	−2	−639,000	—	—	—
Stock compensation expense	8	2	2	255,000	559,000
Other assets	316,000	1	378,000	114,000	−233,000
Current income taxes	−148,000	58,000	345,000	—	—
Accounts payable and accrued expenses	6	3	817,000	−129,000	600,000
Operating lease obligations	—	−23,000	−151,000	—	—
Net cash used in operating activities from continuing operations	−7	−4	2	—	—
Net cash (used in) provided by operating activities from discontinued operations	413,000	−299,000	−1	—	—
Net cash used in operating activities	−6	−4	156,000	−11	−14
Proceeds from sales of equity securities	3	5	198,000	698,000	803,000
Proceeds from redemption of Saltire preferred shares	8	—	—	—	—
Purchases of ETH, net of sales	−138	—	—	—	—
Purchases of equity securities	−887,000	—	—	—	—
Proceeds from sales of property and equipment	—	6	—	—	—
Collection of note receivable, net	3,000	203,000	—	—	—
Cash acquired in Merger of FGF and FGH	—	2	—	—	—
Net cash (used in) provided by investing activities from continuing operations	−128	13	92,000	—	—
Net cash provided by (used in) investing activities from discontinued operations	6	−140,000	−787,000	—	—
Net cash (used in) provided by investing activities	−123	13	−695,000	−3	6
Payment of withholding taxes in connection with vesting of RSUs	−397,000	−21,000	—	—	—
Proceeds from Private Placement Offering, net of costs	169	—	—	—	—
Proceeds from sales under ATM Offering, net of costs	14	—	—	—	—
Payment of dividends on preferred shares	−2	−1	—	−2	−2
Distribution of cash to CVR Trust	−18	—	—	—	—
Net borrowings on credit facility	—	97,000	—	—	—
Purchases of common shares	−26	—	—	—	—
Purchases of Series A preferred shares	−127,000	—	—	—	—
Principal payments on long-term debt	—	−5	—	—	—
Principal payments on short-term debt	−247,000	−603,000	—	—	—
Net cash provided by (used in) financing activities from continuing operations	136	−7	1	—	—
Net cash (used in) provided by financing activities from discontinued operations	−408,000	−2,000	2	—	—
Net cash provided by (used in) financing activities	136	−7	3	2	12
Effect of exchange rate changes on cash and cash equivalents from continuing operations	24,000	−11,000	21,000	—	—
Effect of exchange rate changes on cash and cash equivalents from discontinued operations	—	−36,000	95,000	—	—
Net decrease in cash and cash equivalents from continuing operations	1	2	3	—	—
Net increase in cash and cash equivalents from discontinued operations	6	−477,000	28,000	—	—
Net increase in cash and cash equivalents	7	2	3	−13	3
Digital assets received as part of Private Placement Offering (Note 1)	24	—	—	—	—

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