FG Nexus Inc. Considers Strategic Alternatives Including Potential Business Combination with FG Communities, Inc.; Reports Preliminary Q1 2026 Financial Results

FG Nexus Inc. (Nasdaq: FGNX, FGNXP) has issued a Form 8-K disclosing that its Board of Directors (the “Board”) is actively reviewing strategic alternatives to enhance long-term shareholder value, including the possibility of a significant business combination. The company also released preliminary financial results for the first quarter of 2026, including notable losses related to its digital asset holdings.

Key Developments and Potentially Price Sensitive Information

• Board Reviewing Strategic Alternatives:
  • The Board recently convened to discuss ways to enhance long-term shareholder value and further the company’s strategic objectives.
  • A key topic was a potential business combination with FG Communities, Inc., a company established by the founders of Fundamental Global LLC and focused on acquiring, developing, and managing affordable manufactured housing communities in the U.S.
  • The discussions are described as preliminary, with no decisions or agreements reached. There is no assurance that the transaction will be pursued or completed.
• Acceleration of Real-World Asset (RWA) Tokenization Strategy:
  • FG Nexus intends to advance its strategy to become a leader in the tokenization of real-world assets, with an initial focus on affordable housing, particularly manufactured housing communities.
  • The company believes that a transaction with FG Communities would accelerate this strategy, aligning its digital asset platform with durable, income-generating real estate sectors addressing critical housing needs.

Preliminary Q1 2026 Financial Results

• Outstanding Shares:
  • Common stock outstanding: 6,530,207 shares
  • Series A Preferred Stock outstanding: 677,160 shares
• Net Asset Value:
  • Approximately \$11 per common share
• Total Revenue:
  • Approximately \$0.2 million
• Losses on Digital Assets:
  • Combined realized and unrealized losses on Ethereum (ETH) digital assets: approximately \$37.0 million
  • Loss from continuing operations: Estimated between \$40.0 million and \$45.0 million

Note: These preliminary results are subject to completion of standard financial closing procedures and review by the company’s independent public accounting firm. Final results may differ materially and will be reported in the company’s forthcoming Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Market Listings

• Common Stock: Nasdaq Stock Market LLC (FGNX)
• 8.00% Cumulative Preferred Stock, Series A, \$25.00 par value per share: Nasdaq Stock Market LLC (FGNXP)

Other Notable Information for Shareholders

• The company is not currently considered an emerging growth company.
• No checkboxes for written, soliciting, or pre-commencement communications were marked, indicating this filing is not intended to satisfy those regulatory obligations.
• Shareholders can track daily ETH holdings and Net Asset Value (NAV) via the company’s website: https://fgnexus.io/nav-tracker. However, the website information is furnished but not filed for SEC purposes.

Shareholder Impact

Potential Transaction: The review of strategic alternatives, including a possible combination with FG Communities, Inc., is material and could significantly impact the company’s business direction, financial profile, and share price. Any transaction that accelerates the tokenization of real-world assets and expands the company’s real estate footprint could alter the company’s risk/reward profile and market valuation.

Digital Asset Losses: The preliminary announcement of substantial losses related to digital assets (ETH) is also material. This may affect investors’ perception of the company’s risk management, balance sheet strength, and future direction.

Financial Position: Despite the reported losses, the company maintains an \$11 per share net asset value, which may act as a reference point for valuation but is subject to audit and revision.

Disclaimer: This article is based on preliminary financial results and strategic disclosures contained in FG Nexus Inc.’s Form 8-K filing dated April 7, 2026. Actual results may differ materially after audit and further Board actions. Investors should consult the company’s official SEC filings and speak with a qualified financial advisor before making investment decisions. Nothing in this article constitutes investment advice or a recommendation to buy, sell, or hold any security.

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