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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): February 11, 2026
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, George Town 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
1.01 Entry into a Material Definitive Agreement.
On
February 11, 2026, Oxbridge Re Holdings Limited (the “Company”) entered into a Promissory Note (the “Note”) with
Real World Digital Assets LLC (the “Lender”), pursuant to which the Company borrowed $1,000,000 in principal amount. The
Note has a 6-month maturity, with the outstanding principal and interest due and payable on August 14, 2026, unless repaid earlier. The
Note bears interest at a rate of 16% per annum, and should an event of default occur, interest accrues at a rate of 36% per annum, or
the maximum rate permitted by applicable law. The Note may be prepaid at any time without premium or penalty. The proceeds of the Note
were funded on February 12, 2026 and would be used for working capital and general corporate purposes. The Note constitutes a binding
and enforceable obligation of the Company, and the obligations under the Note are secured by a Security Agreement granting the Lender
a security interest in substantially all assets of the Company.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the
Note, which is filed as Exhibits 10.1, to this Current Report on Form 8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation
The
disclosure under Item 1.01 is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
Number |
|
Description |
| |
|
|
| 10.1
|
|
Promissory Note dated February 11, 2026 |
| |
|
|
| 10.2
|
|
Security Agreement dated February 11, 2026 |
| |
|
|
| EX-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:
February 13, 2026 |
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
