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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): 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 |
