FGC 8-K
FG Nexus Inc. (FGC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |