--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-008332" form_type: "8-K" ticker: "FGNX" cik: "0001591890" company_name: "FG Nexus Inc." filed_at: "2024-02-29T23:59:59+00:00" generated_at: "2026-06-05T06:42:50.797043+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # FG Financial completes merger with FG Group Holdings, renamed Fundamental Global; new CEO and CFO ## Summary - Completed merger: FG Group Holdings merged into FG Group LLC; each FGH share exchanged for one FGF share. - Company renamed to Fundamental Global Inc.; continues trading under tickers FGF and FGFPP on Nasdaq. - Board expanded from 6 to 7; three legacy FG Group Holdings directors (Mitchell, Suh, Roschman) appointed; Swets and Payne resigned. - D. Kyle Cerminara appointed CEO; Mark D. Roberson appointed CFO and Secretary; Swets and Baqar lead merchant banking/SPACs. - Merger approved by 99.9% of FG Group Holdings stockholder consents; focus on shareholder returns and cost reduction. ## SEC filing metadata - accession: 0001493152-24-008332 - form_type: 8-K - ticker: FGNX - cik: 0001591890 - company_name: FG Nexus Inc. - filed_at: 2024-02-29T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 2.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-008332 - JSON: https://secwatch.observer/filing/0001493152-24-008332.json - Plain text: https://secwatch.observer/filing/0001493152-24-008332.txt ## Key facts - Executive change Hassan R. Baqar resigned as Executive Vice President, Chief Financial Officer and Secretary at FG Nexus Inc.. - Action: resigned - Role: Executive Vice President, Chief Financial Officer and Secretary source text: Larry G. Swets, President and Chief Executive Officer of the Company prior to the closing of the Merger, and Hassan R. Baqar, Executive Vice President, Chief Financial Officer and Secretary of the Company prior to the closing of the Merger, resigned from their respective positions with the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Executive change Robert J. Roschman was appointed as Director at FG Nexus Inc.. - Action: appointed - Role: Director source text: in accordance with the terms of the Plan of Merger and effective immediately following the closing of the Merger each of Michael C. Mitchell, Ndamukong Suh, and Robert J. Roschman were appointed to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Executive change Mark D. Roberson was appointed as Chief Financial Officer and Secretary at FG Nexus Inc.. - Action: appointed - Role: Chief Financial Officer and Secretary source text: Effective as of the closing of the Merger, the Board appointed Mr. Cerminara as the Chief Executive Officer of the Company, and Mark D. Roberson as Chief Financial Officer and Secretary of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Executive change Michael C. Mitchell was appointed as Director at FG Nexus Inc.. - Action: appointed - Role: Director source text: in accordance with the terms of the Plan of Merger and effective immediately following the closing of the Merger each of Michael C. Mitchell, Ndamukong Suh, and Robert J. Roschman were appointed to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Executive change Larry G. Swets resigned as President and Chief Executive Officer at FG Nexus Inc.. - Action: resigned - Role: President and Chief Executive Officer source text: Larry G. Swets, President and Chief Executive Officer of the Company prior to the closing of the Merger, and Hassan R. Baqar, Executive Vice President, Chief Financial Officer and Secretary of the Company prior to the closing of the Merger, resigned from their respective positions with the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Executive change E. Gray Payne resigned as Director at FG Nexus Inc.. - Action: resigned - Role: Director source text: E. Gray Payne and Larry G. Swets, Jr., resigned from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Executive change Ndamukong Suh was appointed as Director at FG Nexus Inc.. - Action: appointed - Role: Director source text: in accordance with the terms of the Plan of Merger and effective immediately following the closing of the Merger each of Michael C. Mitchell, Ndamukong Suh, and Robert J. Roschman were appointed to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Executive change Larry G. Swets, Jr. resigned as Director at FG Nexus Inc.. - Action: resigned - Role: Director source text: E. Gray Payne and Larry G. Swets, Jr., resigned from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Executive change D. Kyle Cerminara was appointed as Chief Executive Officer at FG Nexus Inc.. - Action: appointed - Role: Chief Executive Officer source text: Effective as of the closing of the Merger, the Board appointed Mr. Cerminara as the Chief Executive Officer of the Company, and Mark D. Roberson as Chief Financial Officer and Secretary of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - Governance Changes FG Nexus Inc.: Company amended its Amended and Restated Articles of Incorporation to change its name to Fundamental Global Inc (effective 2024-02-29). - Change: charter amendment - Effective: 2024-02-29 source text: On February 29, 2024, the Company amended its Amended and Restated Articles of Incorporation to change its name to Fundamental Global Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm - M&A Transactions FG Nexus Inc. underwent a change of control involving FG Group Holdings Inc. (closed 2024-02-29). - Action: change of control - Counterparty: FG Group Holdings Inc. - Closing: 2024-02-29 source text: FG Financial Group, Inc., a Nevada corporation (“FGF” or the “Company”), and FG Group Holdings Inc., a Nevada corporation (“FGH”), completed the previously announced merger transaction pursuant to the Plan of Merger, dated as of January 3, 2024 (the “Merger Agreement”), by and among the Company, FGH and FG Group LLC, a Nevada limited liability company and wholly owned subsidiary of FGF (the “Merger Sub”). evidence_url: https://www.sec.gov/Archives/edgar/data/1591890/000149315224008332/0001493152-24-008332-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.