FG Nexus Inc. 8-K

What Happened
FG Nexus Inc. (FGNX) filed an 8-K reporting the First Closing of the sale of 100% of the equity of its FG Reinsurance Division (FG Re and FG Solutions) to Devondale Holdings, LLC. The First Closing occurred on January 2, 2025 under a Transaction Agreement ultimately executed October 22, 2025 (agreement parties included FG Reinsurance Holdings, Thomas Heise, FG Re and a Reinsurance Investor). Thomas Heise assigned his rights under the Transaction Agreement to Devondale on September 16, 2025.

Key Details

• At the First Closing FGRH received: (1) release of $3.3 million of collateral previously posted for reinsurance contracts, and (2) 40% of the Class A voting units of Devondale.
• FGRH left $1.25 million cash in FG Re in exchange for a $1.25 million promissory note bearing 6% annual interest; principal and accrued interest due June 30, 2027.
• A Second Closing is expected in January 2026 but is not guaranteed; Saltire Capital Ltd (TSX-traded) is expected to advance $1.0 million to Devondale to fund a $1.0 million cash payment to FGRH.
• At the Second Closing Saltire would receive a $1.0 million promissory note (interest with a 5‑year amortization starting Sept 30, 2027 and a balloon payment on June 30, 2030) and 40% of Devondale’s Class A voting units.

Why It Matters
This transaction removes FG Nexus’s direct ownership of its FG Reinsurance Division while providing immediate relief of $3.3M in posted collateral and potential future value via a 40% stake in Devondale rather than cash. Investors should note the company retains receivables in the form of two promissory notes ($1.25M due 6/30/2027 at 6% and a contingent $1.0M note tied to the Second Closing) and that the Second Closing remains subject to conditions and may not occur. These items affect the company’s cash position, ongoing exposure to reinsurance-related obligations, and potential upside through equity in Devondale rather than immediate proceeds.