Oxbridge Re Holdings Limited filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2025, Oxbridge Re Holdings Limited (the “Company”) entered into an Equity Distribution Agreement (the “Offering Agreement”) with Maxim Group LLC, as sales agent (the “Sales Agent”), pursuant to which the Company could offer and sell, from time to time, through the Sales Agent up to $5 million of the Company’s ordinary shares, $0.001 par value (“Ordinary Shares”). The expiration date of the Offering Agreement is the earlier of (i) the issuance and sale of the Ordinary Shares having an aggregate offering price equal to $5 million, or (ii) the termination of the Offering Agreement by either the Sales Agent or the Company, in each such party’s sole discretion, upon the provision of thirty (30) days’ written notice. The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of the Ordinary Shares sold by the Sales Agent pursuant to the Offering Agreement. The Sales Agreement replaced our prior sales agreement dated September 30, 2022 with the Sales Agent pursuant to which the Company sold Ordinary Shares having an aggregate sales price of $4.6 million.
Sales of the Ordinary Shares under the Offering Agreement, if any, may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including without limitation sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the Ordinary Shares. The Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Ordinary Shares from time to time, based upon instructions from the Company (including any price, time or amount limits the Company may impose). The Company is not obligated to make any sales under the Offering Agreement.
The Company intends to use the net proceeds from the offering for general corporate purposes, including the funding of the Company’s reinsurance operations. Pending their use, the Company intends to invest the net proceeds from the offering in short-term, investment grade, interest bearing instruments or hold them as cash.
Pursuant to General Instruction I.B.6 of Form S-3, Ordinary Shares having an aggregate offering price of up to $517,745 were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-287186) (the “Registration Statement”), and offerings of the Ordinary Shares will be made only by means of a prospectus supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Maples and Calder (Cayman) LLP, Cayman Islands counsel to the Company, has issued a legal opinion relating to the Ordinary Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The foregoing description of the material terms of the Offering Agreement is qualified in its entirety by reference to the full text of the Offering Agreement, a copy of which is included as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 9.01(d) Financial Statements and Exhibits.
| 1.1 | Equity Distribution Agreement, dated July 9, 2025, by and between Oxbridge Re Holdings Limited and Maxim Group LLC. | |
| 5.1 | Opinion of Maples and Calder (Cayman) LLP | |
| 23.1 | Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 10, 2025 | Wrendon Timothy |
| Chief Financial Officer and Secretary | |
| (Principal Accounting Officer and Principal Financial Officer) |
A signed original of this Form 8-K has been provided to Oxbridge Re Holdings Limited and will be retained by Oxbridge Re Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request.