Business Description

Note 1. Nature of Business FG Nexus Inc. (“FG Nexus”, the “Company”, “we”, or “us”), a Nevada corporation, undertook a significant strategic shift during 2025, adopting Ether, the native cryptocurrency of the Ethereum blockchain (“Ether” or “ETH”) as its primary treasury asset. This strategy reflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure. In connection with the strategic shift, the Company distributed certain assets to a trust, which are no longer part of the consolidated group, as described in more detail below. In addition to operating a digital asset treasury, the Company continues to operate its merchant banking business and holds real estate and equity holdings. Recent Developments and Transactions Reverse Stock Split On January 21, 2026, the Company’s Board of Directors (the “Board”) approved a reverse stock split of the authorized, issued and outstanding shares of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”) at a ratio of one (1)-for-five (5) (the “Reverse Stock Split”). The Reverse Stock Split became effective on February 13, 2026 (the “Effective Date”), at 9:30 a.m., Eastern Time, and the Company’s common shares began trading on a split-adjusted basis at the commencement of trading on the same day. No fractional shares were issued in connection with the Reverse Stock Split, rather stockholders who would have otherwise received fractional shares received cash payments in lieu of such fractional shares. After the Reverse Stock Split, the Company had 6,555,124 shares of Common Stock outstanding. All equity awards outstanding immediately prior to the Reverse Stock Split were adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, all references to Common Stock herein have been adjusted to reflect the Reverse Stock Split. Agreement to Sell Reinsurance Business In October 2025, the Company entered into an agreement to sell the remaining portion of its reinsurance business. Pursuant to the agreements, the Company will receive (1) the release of $ 3.3 million of collateral that the Company had posted in connection with certain reinsurance contracts; (2) the payment of $ 1.0 million in cash; and (3) a 40 % equity interest in the entity purchasing the reinsurance business. Additionally, pursuant to the agreements, the Company agreed to leave $ 1.3 million dollars in cash in the reinsurance business in exchange for a promissory note in the amount of $ 1.3 million that accrues interest at a rate of 6 % per annum with all principal and accrued interest due and payable on June 30, 2027. The sale transaction closed in early 2026. Letter of Intent to Sell Quebec Real Estate The Company signed a non-binding letter of intent to sell its Quebec property for $ 15.0 million CAD. Following repayment of the existing installment loan, the transaction is expected to generate approximately $ 8.0 -$ 9.0 million USD in net pretax proceeds. The letter of intent does not constitute a binding agreement, and there can be no assurance that a definitive sale agreement will be reached or that the transaction will be completed. The transaction, if completed, is expected to close during the first half of 2026, subject to the execution of definitive agreements, completion of due diligence, and satisfaction of customary closing conditions. Loan Agreement On October 29, 2025, the Company entered into a master digital currency loan agreement (the “MLA”) with [*] (the “Lender”). Pursuant to the MLA the Company may deliver to Lender a lending request for a borrowed asset from the Lender. If Lender agrees to make a loan (each a “Loan”), then the Lender shall transmit to the Company either (a) digital currency to the Company’s digital currency address or (b) cash via the Company’s wire instructions. The specific and final terms of a Loan shall be memorialized in a loan term sheet (the “Loan Term Sheet”). In the event of any conflict of the terms between the MLA and the terms of the applicable Loan Term Sheet, the terms of the relevant Loan Term Sheet shall govern. All Loans under the MLA are callable by Lender and may be pre-paid by the Company. Loans under the MLA shall terminate upon the maturity date or the exercise by the Company or the Lender of the callable option.…