FG Nexus sells reinsurance division to Devondale

FG Nexus Inc. completed the first closing of a transaction to sell 100% of the equity of its FG Reinsurance Division (FG Reinsurance Ltd. and FG Solutions Ltd.) to Devondale Holdings, LLC.

Rhea-AI Filing Summary

FG Nexus Inc. completed the first closing of a transaction to sell 100% of the equity of its FG Reinsurance Division (FG Reinsurance Ltd. and FG Solutions Ltd.) to Devondale Holdings, LLC. At this initial closing, the company received consideration consisting of the release of $3.3 million of collateral previously posted for certain reinsurance contracts and 40% of the Class A voting units of Devondale.

Under the agreement, FG Reinsurance Holdings, LLC also left $1.25 million in cash in FG Re in exchange for a promissory note of the same amount, bearing 6% annual interest and maturing on June 30, 2027. A second closing is expected in January 2026, in which Saltire Capital Ltd. (or a subsidiary) is expected to advance $1.0 million to Devondale; Devondale would then pay $1.0 million in cash to FG Reinsurance Holdings, and Saltire would receive a $1.0 million promissory note and 40% of Devondale’s Class A voting units, although there is no assurance this second closing will occur.

Insights

Corporate transactions analyst

FG Nexus exits its reinsurance division via staged sale with mixed cash and equity consideration.

FG Nexus Inc. has completed the initial closing of a sale of its FG Reinsurance Division to Devondale Holdings, LLC. The first closing transfers 100% of the equity of FG Reinsurance Ltd. and FG Solutions Ltd. in exchange for the release of $3.3 million of collateral tied to reinsurance contracts and 40% of Devondale’s Class A voting units. This shifts the business from a fully owned operating unit to a minority equity position in the buyer.

As part of the structure, FG Reinsurance Holdings, LLC left $1.25 million in cash inside FG Re and received a $1.25 million promissory note accruing 6% annual interest, with all principal and interest due on June 30, 2027. A second closing expected in January 2026 would add a further $1.0 million cash payment to FG Reinsurance Holdings, funded by Saltire Capital Ltd., in exchange for a separate $1.0 million note to Saltire and another 40% of Devondale’s Class A voting units. The filing explicitly notes there can be no assurance the second closing will occur, so the eventual balance of cash, notes, and equity exposure depends on that future step.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What business did FG Nexus Inc. (FGNX) sell in this 8-K filing?

FG Nexus Inc. sold 100% of the equity of its FG Reinsurance Division, consisting of FG Reinsurance Ltd. and FG Solutions Ltd., to Devondale Holdings, LLC.

What consideration did FG Nexus receive at the first closing of the FG Reinsurance Division sale?

At the first closing, FG Nexus received the release of $3.3 million of collateral previously posted for certain reinsurance contracts and 40% of the Class A voting units of Devondale Holdings, LLC.

How is the $1.25 million left in FG Re structured for FG Nexus (FGNX)?

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

What is planned to happen at the second closing related to Saltire Capital Ltd.?

At the expected second closing in January 2026, Saltire Capital Ltd. (or a subsidiary) is expected to advance $1.0 million to Devondale to fund Devondale’s $1.0 million cash payment to FG Reinsurance Holdings. In return, Saltire would receive a $1.0 million promissory note and 40% of Devondale’s Class A voting units.

Is the second closing of the FG Nexus (FGNX) transaction guaranteed to occur?

No. The filing states there can be no assurance that the conditions for the second closing will be satisfied or that the second closing will occur.

Who signed the FG Nexus Inc. 8-K related to the FG Reinsurance Division sale?

The report was signed on behalf of FG Nexus Inc. by Mark D. Roberson, the company’s Chief Financial Officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 01/08/2026 - 05:25 PM Learn about SEC filing dates

false 0001591890 0001591890 2026-01-02 2026-01-02 0001591890 FGNX:CommonStockParValuePerShareMember 2026-01-02 2026-01-02 0001591890 FGNX:CumulativePreferredStockSeriesAMember 2026-01-02 2026-01-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 2, 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.

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”).

This transaction was previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 28, 2025.

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.

An additional closing (the “Second Closing”), is expected to occur during January 2026, whereby Saltire Capital Ltd, a company traded on the Toronto Stock Exchange, (either directly or through one of its subsidiaries) is expected to advance Devondale $1.0 million to fund Devondale’s $1.0 million cash payment obligation to FGRH in exchange for (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 on June 30, 2030, and (2) 40% of the Class A voting units of Devondale. There can be no assurance that such conditions will be satisfied or that the Second Closing will occur. Additionally, at the Second Closing, Devondale will pay FGRH the $1.0 million cash payment.

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: January 8, 2026	By:	/s/ Mark D. Roberson
	Name:	Mark D. Roberson
	Title:	Chief Financial Officer