FG Nexus (FGNX) completes FG Reinsurance Division sale with $1M cash

Rhea-AI Filing Summary

FG Nexus Inc. reported completion of the sale of its FG Reinsurance Division to Devondale Holdings, LLC. The final step occurred when Devondale paid $1.0 million in cash to FG Reinsurance Holdings, LLC on March 23, 2026, as additional consideration under an October 2025 agreement.

Earlier, at the first closing, FG Nexus received the release of $3.3 million of collateral and 40% of Devondale’s Class A voting units as consideration for 100% of the equity of FG Re and FG Solutions. FG Nexus also holds a $1.25 million promissory note from FG Re accruing interest at 6% annually, with all amounts due by June 30, 2027.

8-K Event Classification

Item 2.01 — Completion of Acquisition or Disposition of Assets

1 item

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2026

FG NEXUS INC.

(Exact name of registrant as specified in its charter)

Nevada		001-36366		46-1119100
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

6408 Bannington Road Charlotte, NC		28226
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 994-8279

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		FGNX		The Nasdaq Stock Market LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share		FGNXP		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on January 2, 2025, FG Nexus Inc. (the “Company”) consummated the initial closing (the “First Closing”) of the transaction contemplated by a transaction agreement (the “Transaction Agreement”), initially dated June 27, 2025 and ultimately executed and delivered on October 22, 2025, by and among FG Reinsurance Holdings, LLC, a wholly owned subsidiary of the Company, (“FGRH”), Thomas Heise, FG RE Corporate Member Limited, a company incorporated and registered in England and Wales, FG Reinsurance Ltd., a Cayman Islands limited liability company, (“FG Re”), and a reinsurance investor (the “Reinsurance Investor”), which provided for the sale by FGRH of 100% of the equity of FG Re and FG Solutions Ltd. a Bermuda service company (“FG Solutions”) (FG Solutions collectively with FG Re the “FG Reinsurance Division”) to Thomas Heise. On September 16, 2025, Thomas Heise assigned all of his rights and obligations under the Transaction Agreement to Devondale Holdings, LLC (“Devondale”).

The Company and Devondale agreed that in addition to the terms and conditions set forth in the Transaction Agreement, that Devondale will pay FGRH $1 million in cash as additional consideration for the sale of the FG Reinsurance Division. The Company and Devondale memorialized their agreement in a letter agreement, dated October 25, 2025 (the “October 2025 Agreement”).

At the First Closing, in accordance with the terms of the Transaction Agreement, the Company completed the sale of the equity of FG Re and FG Solutions to Devondale in exchange for (1) the release of $3.3 million of collateral that FGRH had posted in connection with certain reinsurance contracts of the FG Reinsurance Division; and (2) 40% of the Class A voting units of Devondale (collectively the “Consideration”). Pursuant to the Transaction Agreement, FGRH agreed to leave $1.25 million in cash in FG Re in exchange for a promissory note in the amount of $1.25 million that accrues interest at a rate of 6% per annum with all principal and accrued interest due and payable on June 30, 2027.

Pursuant to the October 2025 Agreement, Devondale remained obligated to tender a cash payment of $1.0 million to FGRH to complete the sale of the FG Reinsurance Division.

On March 23, 2026, Devondale tendered a cash payment of $1.0 million to FGRH to complete the sale of the FG Reinsurance Division. Devondale received a loan of $1.0 million from Saltire Capital Ltd, a company traded on the Toronto Stock Exchange, through one of its subsidiaries (“Saltire”) to fund Devondale’s $1.0 million cash payment obligation to FGRH. In exchange, Devondale provided Saltire (1) a promissory note in the amount of $1.0 million that accrues interest with principal and interest, based on a 5-year amortization schedule commencing on September 30, 2027, with a ballon payment of all remaining principal and accrued interest due on June 30, 2030, and (2) 40% of the Class A voting units of Devondale.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FG NEXUS INC
Date: March 23, 2026	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Financial Officer

FAQ

What transaction did FGNX complete regarding the FG Reinsurance Division?

FG Nexus Inc. completed the sale of its FG Reinsurance Division, consisting of FG Re and FG Solutions, to Devondale Holdings, LLC. The deal transferred 100% of the equity in these entities in exchange for cash, collateral release, and an equity stake in Devondale.

How much cash did FGNX receive from Devondale for the final closing?

FG Nexus received a $1.0 million cash payment from Devondale Holdings, LLC on March 23, 2026. This payment was agreed in an October 2025 letter agreement as additional consideration to complete the sale of the FG Reinsurance Division to Devondale.

What non-cash consideration did FGNX receive in the FG Reinsurance Division sale?

FG Nexus received 40% of the Class A voting units of Devondale Holdings, LLC as part of the consideration. It also benefited from the release of $3.3 million of collateral previously posted in connection with reinsurance contracts of the FG Reinsurance Division.

What promissory note does FGNX hold related to FG Re?

FG Reinsurance Holdings, LLC left $1.25 million in cash in FG Re and received a promissory note for the same amount. The note accrues interest at 6% per year, with all principal and accrued interest due on June 30, 2027.

How was Devondale’s $1.0 million payment to FGNX financed?

Devondale financed the $1.0 million payment with a loan from Saltire Capital Ltd., through one of Saltire’s subsidiaries. In exchange, Devondale issued Saltire a $1.0 million promissory note and granted Saltire 40% of Devondale’s Class A voting units.

What interest and repayment terms apply to Devondale’s loan from Saltire?

Devondale’s $1.0 million promissory note to Saltire accrues interest with payments based on a five-year amortization schedule starting September 30, 2027. Any remaining principal and accrued interest is due in a balloon payment on June 30, 2030, under the disclosed terms.

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• EX-101 XBRL DEFINITION FILE 26.0 KB
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• EX-101 XBRL PRESENTATION FILE 24.6 KB