🧾 What This Document Is

This is a prospectus filing (Form 424B5) with the SEC. Its main job is to allow certain early investors, called "selling stockholders," to resell up to 8 million shares of FG Nexus's common stock that they received through "pre-funded warrants."

👉 Why it matters: The company itself isn't selling new shares here and won't get money from these sales (except maybe a tiny exercise price). This is a regulatory step to fulfill a promise made to those investors. It signals that these early backers are preparing to possibly sell their shares, which could add selling pressure to the stock.

Key Details:

• Company: FG Nexus Inc. (FGNXP), formerly Fundamental Global Inc.
• Stock Symbol: FGNX (on Nasdaq)
• Price Reference: $5.75 per share (as of April 9, 2026)
• Prospectus Date: April 10, 2026
• Contact: 6408 Bannington Road, Charlotte, North Carolina 28226. Phone: (704) 994-8279

🏢 What The Company Does

In simple terms, FG Nexus has transformed into a company that primarily holds and manages Ethereum (ETH) as its main asset and business strategy.

They operate like a corporate treasury focused on cryptocurrency. Their goal is to generate returns by holding ETH, staking it (helping run the Ethereum network to earn rewards), and exploring other related yield-generating strategies. They've sold off legacy businesses, like a reinsurance division, to focus on this new path.

💰 Financial Highlights & Treasury Strategy

The company's financial health is now directly tied to the value of its ETH holdings.

• Core Asset: Ethereum (ETH). They hold a significant amount.
• Strategy: A "long-only" investment strategy on ETH, managed by Galaxy Digital. This includes:
  • Staking: Earning rewards by validating transactions on the Ethereum network.
  • Exploring Yield: Evaluating strategies like liquid staking and restaking.
• Custody: ETH is held in cold storage with two institutional custodians: Anchorage and BitGo. Assets are segregated (not mixed with the custodian's own funds).
• Management Fee: They pay Galaxy Digital a fee of 0.75% to 1.25% annually on assets managed, with a minimum fee that's currently paused.
• Cash & Crypto Raise: In a July 2025 private placement, they raised about $176 million in cash and $24 million in cryptocurrency.

🚀 Recent Corporate Moves & Capital Actions

The company has undergone massive changes to fund and structure its ETH strategy.

• Reverse Stock Split: A 1-for-5 split on February 13, 2026. After this, 6,555,124 shares were outstanding.
• Massive Share Buybacks: Since October 2025, they've repurchased ~2.2 million shares (about 25.8% of the company) for $34.9 million. They also bought back preferred stock.
• Selling Legacy Assets:
  • Signed a letter of intent to sell a Quebec property for ~$11 million USD, expecting ~$8-9 million in net proceeds.
  • Sold its reinsurance business in a deal completed in early 2026.
• Authorized Share Explosion: Through charter amendments, they increased authorized shares to 180 billion common shares and 100 billion preferred shares. This provides enormous capacity for future financing or acquisitions.
• Legacy Asset Trust: Transferred old assets into a trust (CVR Trust) for the benefit of stockholders as of August 2025, separating the old business from the new ETH treasury.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Focused Strategy: A clear, singular bet on Ethereum, one of the largest crypto networks.
• Institutional-Grade Setup: Uses reputable custodians and a well-known asset manager (Galaxy Digital).
• Active Capital Management: Aggressively buying back its own stock, which can support share price.

⚠️ Major Risks (The company highlights many):

• Extreme ETH Volatility: The value of its core asset can swing wildly, directly impacting the company's value.
• Regulatory Uncertainty: Crypto regulations are evolving and could negatively impact ETH or the company's operations.
• Custody & Security Risk: While using top custodians, there's always a risk of loss from hacks, failures, or insolvency. Insurance coverage may not be sufficient.
• Smart Contract & Staking Risk: If they use staking or DeFi protocols, bugs or hacks could lead to permanent loss of funds.
• "Investment Company" Risk: If regulators deem them an investment company under the Investment Company Act, severe business restrictions would apply.
• Lack of Hedging: They do not plan to hedge their ETH exposure, leaving them fully exposed to price declines.
• Stock Price vs. ETH Price: The stock may trade at a premium or discount to the actual value of their ETH and may be even more volatile.

🔮 What's Next

• Continue ETH Strategy: They plan to hold, stake, and seek yield on their Ethereum assets.
• Potential Reinstatement of ATM: They have an "at-the-market" offering program to sell up to $5 billion in stock, which is currently suspended but could be reinstated.
• Asset Sales: Working to complete the sale of the Quebec property and integrate proceeds.
• Governance: Operates under a new corporate structure with strict forum selection for lawsuits and opt-outs of certain Nevada takeover defenses.

🧠 The Analogy

FG Nexus is like a startup that has bet its entire company on a single, highly volatile asset—Ethereum. Instead of building a factory, they built a treasury. They've sold the old family furniture (legacy businesses) and taken out a massive line of credit (authorized shares) to buy as much ETH as possible. Their success or failure will be almost entirely determined by the price movement of that one asset, amplified by their aggressive stock buybacks.

🧩 Final Takeaway

FG Nexus is no longer a traditional operating company; it's a leveraged bet on Ethereum's price, wrapped in a corporate structure. The filing details how it funded this bet and the severe risks it faces—from crypto volatility to regulatory threats. Investors in FGNX are essentially investing in a managed Ethereum holding company.