Note 12. Stockholders’ Equity

8.00% Cumulative Preferred Stock, Series A

As of December 31, 2025, the Company had 888,884 Series A Preferred Stock shares outstanding, compared to 894,580 outstanding as of December 31, 2024.

Dividends on the Series A Preferred Stock are cumulative from the date of original issue and are payable quarterly on the 15th day of March, June, September and December of each year, when, as and if declared by our Board of Directors or a duly authorized committee thereof. Dividends are payable out of amounts legally available therefore at a rate equal to 8.00% per annum per $25.00 of stated liquidation preference per share, or $2.00 per share of Series A Preferred Stock per year. The Series A Preferred Stock shares trade on the Nasdaq Stock Market under the symbol “FGNXP”.

Preferred Stock Share Repurchase Program

In December 2025, the Company’s Board of Directors approved a preferred share repurchase program to acquire up to 894,580 shares of the Company’s outstanding Series A Preferred Stock shares (the “Preferred Share Repurchase Program”). The Preferred Share Repurchase Program, which is open-ended, allows the Company to repurchase its preferred shares from time to time in the open market and in negotiated transactions. Any repurchases conducted pursuant to the Preferred Share Repurchase Program will be in accordance with Rule 10b-18 of the Exchange Act and will be made in accordance with applicable laws and regulations in effect from time to time.

Commencing on December 12, 2025, and through December 31, 2025, the Company purchased a total of approximately 6 thousand shares of its Series A Preferred Stock at a total cost (including commissions) of approximately $0.1 million. Subsequent to December 31, 2025 and through March 23, 2026, the Company purchased an additional approximately 202 thousand of its Series A Preferred Stock at a total cost (including commissions) of approximately $5.0 million. Through March 23, 2026, the Company has repurchased approximately 22.6% of its Series A Preferred Stock outstanding immediately prior to implementation of the program. All repurchased Series A Preferred Stock are recorded as a reduction to the liquidation value of the Preferred Stock.

Common Stock

The total number of shares of common stock outstanding as of December 31, 2025 was 7,080,747, compared to 253,581 as of December 31, 2024.

Common Stock Share Repurchase Program

In September 2025, the Company’s Board adopted a share repurchase program to acquire up to $200 million of the Company’s outstanding common stock (the “Share Repurchase Program”). The Stock Repurchase Program, which is open-ended, allows the Company to repurchase its Common Stock from time to time in the open market and in negotiated transactions. Any repurchases conducted pursuant to the Share Repurchase Program will be in accordance with Rule 10b-18 of the Exchange Act and will be made in accordance with applicable laws and regulations in effect from time to time. Subject to applicable rules and regulations, the shares of common stock may be purchased from time to time in the open market transactions and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements, and other business considerations.

Commencing on October 23, 2025, and through December 31, 2025, the Company purchased a total of approximately 1.6 million shares of its Common Stock at a total cost (including commissions) of approximately $26.1 million. Subsequent to December 31, 2025 and through March 23, 2026, the Company purchased an additional approximately 0.6 million shares of its Common Stock at a total cost (including commissions) of approximately $8.7 million. Through March 23, 2026, the Company has repurchased approximately 25.8% of its Common Stock outstanding immediately prior to implementation of the program. All repurchased shares are recorded as treasury stock.

Transactions During 2024

As discussed in Notes 1 and 5, on February 29, 2024, FGF and FGH closed the plan of merger to combine the companies in an all-stock transaction. In connection with the Merger, FGH common stockholders received one share of FGF common stock for each share of common stock of FGH held by such stockholder. As a result, the Company issued approximately 0.8 million of its common shares to common stockholders of FGH.

As discussed in Note 1, on September 30, 2024, the Company and Strong Global Entertainment completed the Arrangement to combine the companies in an all-stock transaction. In connection with the transaction, stockholders of Strong Global Entertainment received 1.5 common shares of the Company for each share of Strong Global Entertainment. As a result, the Company issued approximately 0.1 million of its common shares to stockholders of Strong Global Entertainment.

Warrants

In connection with the Private Placement Offering, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with ThinkEquity, dated July 29, 2025, pursuant to which ThinkEquity served as placement agent in connection with the Private Placement Offering. The Company paid ThinkEquity a cash placement fee of $6,000,000, or 3.0% of the aggregate purchase price paid by the PIPE Purchasers (as defined below) in the Private Placement Offering. The Company also issued ThinkEquity warrants (the “Placement Agent Warrants”) to purchase up 0.6 million shares of Common Stock, at a price per share equal to $27.50.

In August 2025, the Company entered into side letter agreement (the “Side Letter Agreement”) with OGroup LLC to induce certain members of OGroup LLC to execute employment agreements with the Company. Pursuant to the Side Letter Agreement the Company issued warrants to purchase a total of 0.1 million shares of Common Stock at a price per share of $25.00 to certain individuals affiliated with OGroup LLC.

In connection with the Private Placement Offering and the Company’s establishment of the Company’s cryptocurrency treasury operations warrants to purchase an aggregate of 0.1 million shares of Common Stock at a price per share of $25.00 were issued to certain entities affiliated with FG Merchant Partners.

The weighted average grant date fair value of warrants issued during 2025 was $22.47. The fair value of each warrant issued was estimated on the date of grant using a lattice valuation model with the following assumptions:

 Schedule of fair value of warrants

The risk-free interest rate assumptions were based on the interpolated U.S. Treasury yield curve in effect at the time of the issuance. Interpolated risk-free rate based upon the years to expiration. The expected volatility was based on historical volatility of comparable companies. The expected life is based on the term of the warrant agreements.

The following table summarizes activity for warrants for the year ended December 31, 2025:

Schedule of Activity for warrants