FG Nexus Completes Asset Acquisition

TL;DR

FG Nexus just bought some assets, changing things up.

AI Summary

FG Nexus Inc. (formerly Fundamental Global Inc.) announced on October 22, 2025, the completion of an acquisition of assets. The company, previously known as FG Financial Group, Inc. and 1347 Property Insurance Holdings, Inc., is headquartered in Charlotte, NC.

Why It Matters

This filing indicates a significant corporate action, potentially altering FG Nexus Inc.'s business operations and asset base.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, valuation, and market reception.

Key Players & Entities

• FG Nexus Inc. (company) — Registrant
• Fundamental Global Inc. (company) — Former company name
• FG Financial Group, Inc. (company) — Former company name
• 1347 Property Insurance Holdings, Inc. (company) — Former company name
• October 22, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share FGNX The Nasdaq
• $25.00 — % Cumulative Preferred Stock, Series A, $25.00 par value per share FGNXP The Nasda
• $5.6 m — nd the commutations of the treaties was $5.6 million, comprised of $0.3 million for th
• $0.3 million — treaties was $5.6 million, comprised of $0.3 million for the purchase of FG RE Corporate Mem
• $5.3 million — e of FG RE Corporate Member Limited and $5.3 million in funds held at Lloyds of London suppo
• $2.1 million — f assets held for sale of approximately $2.1 million primarily representing non-cash write-o
• $3.3 million — deposit assets in an amount of at least $3.3 million into a trust account or in another mann
• $1 million — Agreement, that Devondale will pay FGRH $1 million in cash as additional consideration for
• $1.25 million — saction Agreement, FGRH agreed to leave $1.25 million dollars in cash in FG Re, and, in excha
• $1.0 million — change, has agreed to advance Devondale $1.0 million at the closing of the Sale Transaction

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex10-1.htm (EX-10.1) — 312KB
• ex10-2.htm (EX-10.2) — 17KB
• ex99-1.htm (EX-99.1) — 17KB
• ex99-1_001.jpg (GRAPHIC) — 8KB
• 0001493152-25-019832.txt ( ) — 688KB
• fgnx-20251022.xsd (EX-101.SCH) — 4KB
• fgnx-20251022_def.xml (EX-101.DEF) — 26KB
• fgnx-20251022_lab.xml (EX-101.LAB) — 37KB
• fgnx-20251022_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information provided in Item 2.01 is incorporated by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 31, 2024 the board of directors of FG Nexus Inc. (the "Company") approved a plan for the sale of the Company's reinsurance business carried out by the operating subsidiaries of FG Reinsurance Holdings, LLC, a wholly owned subsidiary of the Company, ("FGRH"), which were 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 FG Re Solutions Ltd., a Bermuda service company ("FG Solutions") and no longer represented in the Company's financial statements from continuing operations. As previously announced, on March 14, 2025, FGRH, an indirect wholly owned subsidiary of the Company, executed an agreement for its sale of the entire issued share capital of its subsidiary, FG RE Corporate Member Limited. In connection with this sale, the Company also entered into agreements for the commutation of its Lloyds of London reinsurance treaties UHA 251 22, B1868HT2300259, and B1868HT2400259. The total consideration received by FGRH from the sale of FG RE Corporate Member Limited and the commutations of the treaties was $5.6 million, comprised of $0.3 million for the purchase of FG RE Corporate Member Limited and $5.3 million in funds held at Lloyds of London supporting the commuted treaties being replaced by the buyer of FG RE Corporate Member Limited. The Company reported an impairment of assets held for sale of approximately $2.1 million primarily representing non-cash write-off of deferred acquisition cost intangible assets. On October 22, 2025, FG Nexus Inc. (the "Company") executed and delivered a transaction agreement (the "Transaction Agreement"), initially dated June 27, 2025, by and among FGRH, Thomas Heise, 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 (FG Solutions collectively

SIGNATURES

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: October 28, 2025 By: /s/ Mark D. Roberson Name: Mark D. Roberson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR