FG Nexus Inc. 8-K

What Happened
FG Nexus Inc. (FGNX) filed an 8-K reporting completion of the sale of its FG Reinsurance Division (FG Re and FG Solutions) to Devondale Holdings, LLC. The initial closing occurred on January 2, 2025. Consideration included the release of $3.3 million of collateral, 40% of Devondale’s Class A voting units, and additional cash and promissory note arrangements. Devondale tendered the remaining $1.0 million cash payment to FGRH on March 23, 2026, funded by a $1.0 million loan from Saltire Capital Ltd through a subsidiary.

Key Details

• Sale parties: FG Reinsurance Holdings, LLC (FGRH), Devondale Holdings, LLC (Devondale); original agreement involved Thomas Heise and a reinsurance investor.
• Consideration at closing: release of $3.3 million in collateral and 40% of Devondale Class A voting units.
• Cash and notes: FGRH left $1.25 million cash in FG Re in exchange for a $1.25 million promissory note (6% interest, principal and interest due June 30, 2027). Devondale paid $1.0 million cash to FGRH on March 23, 2026.
• Financing for Devondale: Saltire Capital Ltd provided Devondale a $1.0 million loan; in return Saltire received a $1.0 million promissory note from Devondale (amortization beginning Sept 30, 2027; balloon due June 30, 2030) and 40% of Devondale’s Class A voting units.

Why It Matters
This 8-K confirms FG Nexus has divested its FG Reinsurance Division and received a mix of collateral release, equity in the buyer, cash and promissory notes. For investors, the transaction removes the reinsurance units from FG Nexus’s ownership and replaces them with financial consideration (cash and notes) and a stake in Devondale, which could affect FG Nexus’s future revenue, risk exposure and balance sheet composition. The filing also discloses third-party financing (Saltire) used to complete the buyer’s payment, and outstanding promissory obligations with set interest and maturity dates.