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FGC on Nasdaq

FG Communities Holdings Inc.

FG Communities Holdings Inc. is a finance services company, listed on Nasdaq (FGC).1 It is headquartered in Charlotte, North Carolina.1

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Last updated Oct 21, 2026.

Overview

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  • TickerFGC on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersCharlotte, North Carolina1
  • Business address6408 Bannington Road, Charlotte, Nc 282262
  • Filer categoryNon-accelerated filer, Smaller reporting company2

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Strong/MDI. As a result of the acquisition, Strong/MDI became a wholly-owned subsidiary of Saltire.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-2652.3%Operating margin5
-2765.9%Net margin5
209.8%Revenue growth, 20255
-46.5%Return on equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

ETH Staking Rewards brought in 61% of the revenue FG Communities Holdings Inc. broke down this way in fiscal 2025.

  1. ETH Staking Rewards$1.5M561%
  2. Merchant Banking Advisory Fees$523.0K522%up 597% from 2024
  3. Rental income$415.0K517%down 41% from 2024
Products and services by year
Products and services20242025
ETH Staking Rewards$1.5M
Merchant Banking Advisory Fees$75.0K$523.0K
Rental income$704.0K$415.0K

Business segments

Digital Assets brought in 61% of the revenue FG Communities Holdings Inc. broke down this way in fiscal 2025.

  1. Digital Assets$1.5M561%
  2. Merchant Banking$523.0K522%up 597% from 2024
  3. Other Operating$415.0K517%down 41% from 2024
Business segments by year
Business segments20242025
Digital Assets$1.5M
Merchant Banking$75.0K$523.0K
Other Operating$704.0K$415.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs97¢$2.3M
  • Income tax3¢$73.0K

Out of $2.4M in revenue.5 The company lost money this year.

Financial statements

Revenue6789105$2.4M in 2025−57% since 2019
-$20.0M-$10.0M0$10.0M$20.0M$30.0M2019: $5.6M$5.6M20192020: -$17.2M-$17.2M20202021: $7.6M$7.6M20212022: $20.1M$20.1M2022+165%2023: $17.1M$17.1M2023−15%2024: $779.0K$779.0K2024−95%2025: $2.4M$2.4M2025+210%
Operating income105-$64.0M in 2025+293% since 2023
-$80.0M-$60.0M-$40.0M-$20.0M02023: -$16.3M-$16.3M20232024: -$11.7M-$11.7M2024−28%2025: -$64.0M-$64.0M2025+447%
Net income678105-$66.7M in 2025
-$80.0M-$60.0M-$40.0M-$20.0M0$20.0M2019: $311.0K$311.0K20192020: -$22.5M-$22.5M20202021: -$8.5M-$8.5M2021−62%2022: $1.1M$1.1M20222023: -$14.6M-$14.6M20232024: -$1.3M-$1.3M2024−91%2025: -$66.7M-$66.7M2025+4975%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Total revenue$2.4M$779.0K
General and administrative expenses-$14.5M-$9.4M
Stock-based compensation-$7.8M-$1.6M
Realized loss on digital assets-$5.8M
Unrealized measurement of fair value of ETH digital assets-$38.3M
Impairment and other-$5.0K-$1.5M
Loss from operations-$64.0M-$11.7M
Interest expense, net-$132.0K-$303.0K
Loss on equity holdings-$5.5M-$14.7M
Foreign currency transaction gain (loss)$1.9M-$2.0K
Bargain purchase on acquisition and other (expense) income, net-$8.0K$2.3M
Total other expense, net-$3.7M-$12.7M
Loss from continuing operations before income taxes-$67.7M-$24.4M
Income tax benefit$73.0K$92.0K
Net loss from continuing operations-$67.6M-$24.3M
Net income from discontinued operations (Note 7)$892.0K$23.0M
Net loss-$66.7M-$1.3M
Net loss attributable to non-controlling interest-$160.0K
Discount on repurchase of Series A Preferred Shares$16.0K
Dividends declared on Series A Preferred Shares-$1.8M-$1.4M
Net loss attributable to common shareholders-$68.5M-$2.6M
Continuing operations - basic-$26-$121
Continuing operations - diluted-$26-$121
Discontinued operations - basic$0$109
Discontinued operations - diluted$0$109
Total - basic-$25.69-$12.16
Total - diluted-$25.69-$12.16
Weighted average common shares outstanding - basic2.7M shares211.0K shares
Weighted average common shares outstanding - diluted2.7M shares211.0K shares

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Corporate structure

FG Communities Holdings Inc. sits at the top of its group. 4 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of FG Communities Holdings Inc.

  • Joe Moglia Filed SCHEDULE 13G/A on FG Communities Holdings Inc., latest Aug 17, 2026 (4 filings since Dec 17, 2025)
  • CITADEL ADVISORS LLC Filed SCHEDULE 13G/A on FG Communities Holdings Inc., latest Aug 14, 2026 (2 filings since Sep 12, 2025)
  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on FG Communities Holdings Inc., latest Jul 31, 2026 (2 filings since May 4, 2026)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on FG Communities Holdings Inc., latest Mar 26, 2026 (2 filings since Jan 30, 2026)
  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on FG Communities Holdings Inc., latest Feb 17, 2026 (2 filings since Nov 14, 2025)
  • Point72 Asset Management, L.P. Filed SCHEDULE 13G/A on FG Communities Holdings Inc., latest Feb 17, 2026 (3 filings since Sep 11, 2025)
  • Syncracy Operational Management LLC Filed SCHEDULE 13G/A on FG Communities Holdings Inc., latest Dec 5, 2025 (2 filings since Oct 23, 2025)
  • Par Olof Sanda Filed SCHEDULE 13G/A on FG Communities Holdings Inc., latest Feb 12, 2025
  • Fundamental Global GP, LLC Filed SC 13D/A on FG Communities Holdings Inc., latest Mar 1, 2024 (3 filings since Jul 14, 2022)
  • Peter S. Lynch Filed SC 13G on FG Communities Holdings Inc., latest Jan 23, 2023 (2 filings since Apr 5, 2022)
  • FG Communities Holdings Inc. Charlotte, North Carolina

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (2 companies). Each entity in the chart links to its source.

What it owns

What FG Communities Holdings Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$4.3M10 Dec 31, 2024$12.9M10 Dec 31, 2023−66.6%
Accumulated depreciation$1.5M10 Dec 31, 2024$1.8M10 Dec 31, 2023−13.5%
Property and equipment, net$2.2M5 Dec 31, 2025$2.4M5 Dec 31, 2024−8.2%
Finance-lease assets$1.1M10 Dec 31, 2024$1.3M10 Dec 31, 2023−12.2%
Operating-lease assets (leased space)$201.0K10 Dec 31, 2024$371.0K10 Dec 31, 2023−45.8%

Real estate and locations

ItemLatestA year beforeChange
Real estate accumulated depreciation$2.2M5 Dec 31, 2025$2.4M5 Dec 31, 2024−8.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$13.4M5 Dec 31, 2025$6.6M5 Dec 31, 2024+104.1%
Equity securities at fair value$5.8M5 Dec 31, 2024$10.6M10 Dec 31, 2023−45.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$1.4M10 Dec 31, 2024$1.5M10 Dec 31, 2023−3.4%
Finished goods$388.0K10 Dec 31, 2024$384.0K10 Dec 31, 2023+1.0%

Properties, in its own words

Our executive offices are located at 6408 Bannington Road, Charlotte, North Carolina 28226, where we share executive offices with an affiliated entity. The lease term expires in March 2028. We believe our facilities are adequate for future needs.

Item 2 of the 10-K filed Mar 27, 2026.4

Leadership

Who has led FG Communities Holdings Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Douglas N. Raucy2014–2017
  2. Kyle Cerminara2017–2021
  3. Larry G. Swets Jr.2021–2024

Chair

  1. Kyle Cerminara2017–now

President

  1. Douglas N. Raucy2014–2017

Chief financial officer

  1. John S. Hill2014–2020
  2. Hassan Baqar2021–2024
  3. Mark Daniel Roberson2024–now

Chief operating officer

  1. Robert Gantley2014
  2. Dan E. Case2017–2018
201520202025
Board members and other officers (23)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Global Holdings BC ULC, a British Columbia, Canada Company3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • FG Nexus Inc.Aug 12, 2025 to Sep 25, 20262
  • Fundamental Global Inc.Feb 29, 2024 to Sep 8, 20252
  • FG Financial Group, Inc.Dec 17, 2020 to Feb 22, 20242
  • 1347 Property Insurance Holdings, Inc.Dec 6, 2013 to Nov 16, 20202

Timeline

  1. Oct 15, 20268-K Regulation FD disclosure; Other events43
  2. Sep 25, 20268-K Regulation FD disclosure44
  3. Sep 23, 20268-K Entered a material agreement45
  4. Sep 16, 20268-K Regulation FD disclosure; Other events46
  5. Sep 16, 20268-K Regulation FD disclosure47
  6. Jul 1, 20268-K Executive or director change; Regulation FD disclosure48
  7. Jun 9, 20268-K Executive or director change; Other events49
  8. May 19, 20268-K Regulation FD disclosure50
  9. May 5, 20268-K Regulation FD disclosure51
  10. Apr 7, 20268-K Other events52
  11. Mar 23, 20268-K Completed an acquisition or sale53
  12. Feb 27, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed54
  13. Sep 15, 2021New chief executive Larry G. Swets Jr. becomes CEO13
  14. Aug 17, 2017New chief executive Kyle Cerminara becomes CEO14
  15. Mar 31, 2014New chief executive Douglas N. Raucy becomes CEO15

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.90 a share, on Nov 14, 2025.55

When it reported results

  1. Nov 21, 2025Reported quarterly or annual results56
  2. Apr 2, 2025Reported quarterly or annual results57
  3. Nov 14, 2024Reported quarterly or annual results58
  4. Aug 14, 2024Reported quarterly or annual results59
  5. Jun 20, 2024Reported quarterly or annual results60
  6. May 20, 2024Reported quarterly or annual results61
  7. Mar 14, 2024Reported quarterly or annual results62
  8. Nov 13, 2023Reported quarterly or annual results63

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

400 filings to the SEC since October 2021: 8 annual reports, 15 quarterly reports, 110 major events, 150 insider forms, 23 large holders, 94 other. The latest 20:

  1. Oct 15, 20268-K EDGAR
  2. Oct 9, 2026DEFA14A EDGAR
  3. Oct 9, 2026DEF 14A EDGAR
  4. Sep 25, 20268-K EDGAR
  5. Sep 23, 20268-K EDGAR
  6. Sep 16, 20268-K EDGAR
  7. Sep 16, 20268-K EDGAR
  8. Aug 17, 2026SCHEDULE 13G/A EDGAR
  9. Aug 14, 2026SCHEDULE 13G/A EDGAR
  10. Aug 12, 202610-Q EDGAR
  11. Jul 31, 2026SCHEDULE 13G/A EDGAR
  12. Jul 13, 20264 EDGAR
  13. Jul 13, 20264 EDGAR
  14. Jul 13, 20264 EDGAR
  15. Jul 13, 20264 EDGAR
  16. Jul 13, 20264 EDGAR
  17. Jul 13, 20264 EDGAR
  18. Jul 13, 20264 EDGAR
  19. Jul 1, 20268-K EDGAR
  20. Jun 9, 20268-K EDGAR

The 400 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

27 open-market trades by officers, directors and large owners since October 2021: 20 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 21, 2025Mitchell Michael CDirectorBuy10,000$16.45$164.5KForm 4
Nov 26, 2024FG Financial Holdings, LLC10% ownerBuy10,000$21.77$217.7KForm 4
Nov 25, 2024Wollney Scott DDirectorSale450$30.61$13.8KForm 4
Nov 25, 2024FG Financial Holdings, LLC10% ownerBuy2,712$18.50$50.2KForm 4
Nov 22, 2024FG Financial Holdings, LLC10% ownerBuy2,267$18.28$41.4KForm 4
Nov 21, 2024Wollney Scott DDirectorSale550$30.32$16.7KForm 4
Nov 21, 2024Fundamental Global GP, LLC10% ownerBuy2,279$17.59$40.1KForm 4
Nov 20, 2024Fundamental Global GP, LLC10% ownerBuy4,586$16.98$77.9KForm 4
Nov 19, 2024Fundamental Global GP, LLC10% ownerBuy8,156$28.58$233.1KForm 4
Jun 13, 2023Cerminara KyleCEO and ChairmanBuy26,407$1.85$48.9KForm 4
Jun 12, 2023Cerminara KyleCEO and ChairmanBuy20,593$1.85$38.1KForm 4
Dec 2, 2022Cerminara KyleCEO and ChairmanBuy650$19.06$12.4KForm 4
Dec 1, 2022MOGLIA JOSEPH H10% ownerBuy1,259$19.54$24.6KForm 4
Nov 30, 2022MOGLIA JOSEPH H10% ownerBuy6,746$18.37$123.9KForm 4
Nov 29, 2022MOGLIA JOSEPH H10% ownerBuy441$17.07$7.5KForm 4
Nov 28, 2022MOGLIA JOSEPH H10% ownerBuy904$16.99$15.4KForm 4
Sep 15, 2022BALLANTYNE STRONG, INC.10% ownerBuy13,122$16.61$218.0KForm 4
Sep 14, 2022MOGLIA JOSEPH H10% ownerBuy94,574$3.60$340.5KForm 4
Sep 13, 2022MOGLIA JOSEPH H10% ownerBuy48,215$7.29$351.6KForm 4
Sep 12, 2022MOGLIA JOSEPH H10% ownerBuy68,860$2.73$188.3KForm 4

All 27 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

FG Communities Holdings Inc. has told the SEC it owns more than 5% of 2 companies, latest first (Schedules 13D and 13G).

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025D. Kyle Cerminara49$200.0K$1.4M76
2025Larry G. SwetsJr.$550.0K$1.4M76
2025Maja Vujinovic$200.0K$1.1M76
2025Mark D. Roberson$400.0K$586.3K76
2025Todd R. Major$325.0K$509.4K76
2024Chief Executive Officer$458.5K$633.5K76
2024Head of Merchant Banking and Former President & Chief Executive Officer$550.0K$593.0K76
2024Chief Financial Officer$333.3K$382.9K76
2024Chief Accounting Officer$270.8K$318.9K76

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 27. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC299,994$1.6M0.0%−120,771
Citadel Advisors LLC240,924$1.2M0.0%−134,003
BlackRock, Inc.150,000$775.5K0.0%+19,217
Cable Car Capital, LP80,000$413.6K0.0%No change
Geode Capital Management, LLC76,024$393.4K0.0%−14,894
Jane Street Group, LLC53,551$276.9K0.0%New
Bank Of America Corp /de/49,455$255.7K0.0%−67
Vanguard Fiduciary Trust Co39,690$205.2K0.0%−9,216
State Street Corp37,739$195.1K0.0%No change
Diametric Capital, LP27,716$143.3K0.0%No change
Millennium Management LLC26,347$136.2K0.0%+11,633
XTX Topco Ltd26,013$134.5K0.0%+10,877
Northern Trust Corp14,556$75.3K0.0%−3,124
Prelude Capital Management, LLC11,619$60.1K0.0%No change
J. Derek Lewis & Associates Inc.11,200$57.9K0.0%−13,000
Elkhorn Partners Limited Partnership5,000$25.9K0.0%New
Vanguard Global Advisers, LLC3,590$18.6K0.0%No change
UBS Group AG1,511$7.8K0.0%+560
Group One Trading LLC471$2.4K0.0%−200
IFG Advisory, LLC400$2.1K0.0%New
DHJJ Financial Advisors, Ltd.270$1.4K0.0%No change
Toronto Dominion Bank200$1.0K0.0%No change
Tower Research Capital LLC (TRC)101$5220.0%−673
Aventura Private Wealth, LLC36$1860.0%No change
Hrt Financial LP16,447$850.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How FG Communities Holdings Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFG Communities Holdings Inc.1
  • CIK0001591890
  • Employer ID (EIN)46-11191004
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inNevada4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address6408 Bannington Road, Charlotte, NC 282261
  • Phone(704) 994-82791
  • Shares outstanding5,095,688 as of Aug 7, 202612
  • Public float$13.2M as of Jun 30, 20254
  • AuditorBPM LLP, Santa Rosa, California PCAOB ID 207; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceDec 6, 20131
  • Filings832 in all: 4 (281), 8-K (203), SC 13D/A (41), 10-Q (38), 3 (31), CORRESP (29), UPLOAD (15), DEF 14A (13)1
    All 50 form types

    DEFA14A (13), S-1/A (13), 10-K (12), EFFECT (11), SCHEDULE 13G/A (11), 424B5 (10), FWP (9), SC 13G/A (8), SC 13D (7), SCHEDULE 13G (7), PRE 14A (6), S-1 (6), S-8 (6), S-3 (5), S-8 POS (5), SC 13G (5), 10-K/A (4), 424B1 (3), 424B4 (3), 8-K/A (3), DEF 14C (3), RW (3), 4/A (2), 424B3 (2), 8-A12B (2), ARS (2), PRE 14C (2), S-3/A (2), S-3ASR (2), S-4 (2), 3/A (1), CERT (1), CERTNAS (1), DEFM14A (1), DRS (1), NT 10-Q (1), PREM14A (1), PRER14A (1), PRER14C (1), RW WD (1), S-1MEF (1), S-4/A (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Oct 9, 2026
    Latest 8-K (8-K) Oct 15, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareFGNXNasdaq
8.00% Cumulative Preferred Stock, Series A, par value $25.00 per shareFGNXPNasdaq

From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks FG Communities Holdings Inc. names in Item 1A of its 10-K filed Mar 27, 2026: 36 risks under these headings, as written.4

  • Risks Related to Cryptocurrencies
  • The further development and acceptance of cryptocurrency networks, including the ETH network, which represent a relatively new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of cryptocurrency networks, including the ETH network, may adversely affect an investment in the Company.
  • The digital asset trading platforms on which cryptocurrency trades are relatively new and largely unregulated or may not be complying with existing regulations.
  • A disruption of the Internet may affect the operation of the cryptocurrency networks, which may adversely affect the cryptocurrency industry and an investment in the Company.
  • Our Common Stock may trade at a substantial premium or discount to the value of the ETH and other assets we hold, and our stock price may be more volatile than the price of ETH.
  • The market price of ETH is highly volatile and may be adversely affected by factors beyond our control, including competition from other crypto assets and relative-adoption trends, any of which could negatively affect the value of our ETH holdings and our Common Stock price.
  • The trading prices of many cryptocurrencies, including ETH, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including further declines in the trading price of ETH, could have a material adverse effect on the value of our Common Stock and our Common Stock could lose all or substantially all of its value.
  • We may be subject to regulatory developments related to cryptocurrencies and cryptocurrency markets, which could adversely affect our business, financial condition, and results of operations.
  • The lack of full insurance exposes the Company and its stockholders to the risk of loss of the Company’s crypto assets for which no person or entity is liable.
  • Additional Risks Related to Investing in ETH
  • Given we are solely invested in ETH, we are particularly subject to ETH-related risks.
  • We have shifted our business strategy towards a focus on ETH, and we may be unable to successfully implement this new strategy.
The other 26 risks
  • Our shift towards an ETH-focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks.
  • In connection with our focus on ETH, we expect to interact with various smart contracts deployed on the ETH network, which may expose us to risks and technical vulnerabilities.
  • Transactions using ETH require the payment of “gas fees,” which are subject to fluctuations that may result in high transaction fees.
  • There is a possibility that ETH may be classified as a “security.” If ETH is classified as a “security,” that would subject us to additional regulation and could materially impact the operations of our treasury strategy and our business.
  • If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated.
  • ETH is created and transmitted through the operations of the peer-to-peer ETH network, a decentralized network of computers running software following the ETH protocol. If the ETH network is disrupted or encounters any unanticipated difficulties, the value of ETH could be negatively impacted.
  • We face risks relating to the custody of our ETH, including the loss or destruction of private keys required to access our ETH and cyberattacks or other data loss relating to our ETH, including smart contract related losses and vulnerabilities.
  • The launch of central bank digital currencies (“CBDCs”) may adversely impact our business.
  • Operational Risk Factors
  • Our capital allocation strategy may not be successful, which could adversely impact our financial condition.
  • Any potential future acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or joint ventures may subject us to significant risks, any of which could harm our business.
  • Our holdings in special purpose acquisition companies as well as the sponsors of special purpose acquisition companies involve a high degree of risk.
  • As the number of SPACs evaluating targets increases, attractive targets may become more scarce, and there may be increased competition for attractive targets. This could increase the cost of an initial business combination and it could even result in an inability to find a target or to consummate an initial business combination.
  • We may not be successful in carrying out our merchant banking strategy, and the fair value of our holdings will be subject to a loss in value.
  • If we are unable to maintain our brand and reputation, our business, results of operations and prospects could be materially harmed.
  • The insurance that we maintain may not fully cover all potential exposures.
  • Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.
  • Adverse developments in the financial markets could have a material adverse effect on our results of operations, financial position and our businesses, and may also limit our access to capital.
  • Legal and Regulatory Risks
  • The requirements of being a public company may strain our resources, divert management’s attention, affect our ability to attract and retain qualified board members and have a material adverse effect on us and our stockholders.
  • If we fail to establish and maintain an effective system of integrated internal controls, we may not be able to report our financial results accurately, which could have a material adverse effect on our business, financial condition and results of operations.
  • While we currently qualify as a smaller reporting company under SEC regulations, we cannot be certain, if we take advantage of the reduced disclosure requirements applicable to these companies, that we will not make our stock less attractive to investors. If we lose smaller reporting company status, the costs and demands placed upon our management would be expected to increase.
  • Holders of our outstanding shares of 8.00% Cumulative Preferred Stock, Series A, have dividend, liquidation and other rights that are senior to the rights of holders of our common shares.
  • We may fail to satisfy the continued listing standards of Nasdaq, in which case our stock might be delisted.
  • Technology and Operational Risks
  • Our information technology systems may fail or suffer a loss of security which may have a material adverse effect on our business.
  • Risks Related to Our Officers and Directors
  • The Company may be unable to retain current personnel.
  • Some of our directors and officers also serve as directors and/or executive officers for other public companies or for our controlling stockholders or their affiliates, which may lead to conflicting interests.
  • Our executive officers and directors allocate their time to our and other businesses in which they are involved, at their discretion, potentially to the detriment of the Company.

Legal proceedings

We are involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually or in the aggregate, are expected to have a material effect on our business or financial condition.

One of our subsidiaries is named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to FG Nexus. In our experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts. FG Nexus has not suffered any adverse verdict in a trial court proceeding related to asbestos claims and intends to continue to defend these lawsuits.

On July 16, 2024, we received notice that we were named as a defendant, along with over 500 other companies, in a civil action filed for cost recovery and contributions related to the release and/or threatened release of hazardous substances from a facility known as the BKK Class 1 Landfill in Los Angeles County California from periods prior to 1987. The action alleges that FGH is a successor to Pichel Industries, Inc. (“Pichel Industries”) and that Pichel Industries contributed waste to the landfill. We are not aware of any successor relationship between the Company and Pichel. There have no further actions in this case since the initial filing in 2024, and we intend to defend ourselves vigorously in the event the plaintiffs choose to pursue action against the Company.

The opening of Item 3, Legal Proceedings.4

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