false 0001584831 0001584831 2024-07-11 2024-07-11 0001584831 OXBR:OrdinarySharesParValue0.001Member 2024-07-11 2024-07-11 0001584831 OXBR:WarrantsToPurchaseOrdinarySharesMember 2024-07-11 2024-07-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 11, 2024

 

 

 

OXBRIDGE RE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-36346   98-1150254
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

Suite 201,
42 Edward Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands		   KY1-9006
(Address of Principal Executive Office)   (Zip Code)

 

Registrant’s telephone number, including area code: (345) 749-7570

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading symbol   Name of each exchange on which registered
Ordinary Shares (par value $0.001)   OXBR   The Nasdaq Stock Market LLC
Warrants to Purchase Ordinary Shares   OXBRW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.02. Unregistered Sales of Equity Securities

 

On July 11, 2024, SurancePlus Inc. (“SurancePlus”), an indirect wholly owned subsidiary of Oxbridge Re Holdings Limited (“Oxbridge”), completed its private placement (the “Private Placement”) of Participation Shares (the “Securities”) represented by digital tokens issued under a 3-year Participation Share Investment Contract (the “PSIC”). On July 11, 2024, SurancePlus entered into subscription agreements with accredited investors and non-U.S. persons in the Private Placement with respect to 287,705 of the Participation Shares represented by the digital tokens, EpsilonCat Re at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $2,878,048. The Participation Shares are not shares in SurancePlus and shall have no preemptive right or conversion rights. The Participation Shares solely confer contractual rights against SurancePlus as contained in the PSIC.

 

The Securities were issued pursuant to the exemptions from registration contained in Rule 506(c) of Regulation D and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). SurancePlus relied, in part, upon representations made in the subscription agreements by each subscriber that the subscriber was an accredited investor as defined in Regulation D under the Securities Act or was not a U.S. Person as defined under Rule 902 of Regulation S. The issuance involved general solicitation in connection with the offering as permitted by Rule 506(c) of Regulation D. No underwriting discounts or commissions were or will be paid with respect to such sales.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

Number

   Description
     
EX-104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy the Securities. The Securities are not required to be, and have not been, registered under the United States Securities Act of 1933, as amended, in reliance on the exemptions provided by Regulation S and SEC Rule 506(c) thereunder. Offers and sales of the Securities are made only by, and pursuant to, the terms set forth in the Confidential Private Placement Memorandum relating to the Securities. The offering of the Securities is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.

 

 

 

 

SIGNATURE

 

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.

 

  OXBRIDGE RE HOLDINGS LIMITED
   
  /s/ Wrendon Timothy
Date: July 12, 2024 Wrendon Timothy
  Chief Financial Officer and Secretary
  (Principal Accounting Officer and
  Principal Financial Officer)

 

 

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Jul. 11, 2024
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Entity File Number 001-36346
Entity Registrant Name OXBRIDGE RE HOLDINGS LIMITED
Entity Central Index Key 0001584831
Entity Tax Identification Number 98-1150254
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One Suite 201
Entity Address, Address Line Two 42 Edward Street, Georgetown
Entity Address, Address Line Three P.O. Box 469
Entity Address, City or Town Grand Cayman
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Entity Address, Postal Zip Code KY1-9006
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Ordinary Shares (par value $0.001)  
Title of 12(b) Security Ordinary Shares (par value $0.001)
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Security Exchange Name NASDAQ
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Title of 12(b) Security Warrants to Purchase Ordinary Shares
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