Oxbridge Re (NASDAQ: OXBR) plans $2,021,889 ATM ordinary share sales

Rhea-AI Filing Summary

Oxbridge Re Holdings Limited filed a prospectus supplement allowing it to sell up to $2,021,889 of its ordinary shares under an existing equity distribution agreement with Maxim Group LLC. The company states it has already offered and sold $4.58 million of ordinary shares during the prior 12 months. As a result, $1,672,714 of capacity remains available to be sold pursuant to this prospectus supplement.

false 0001584831 0001584831 2025-09-16 2025-09-16 0001584831 OXBR:OrdinarySharesParValue0.001Member 2025-09-16 2025-09-16 0001584831 OXBR:WarrantsToPurchaseOrdinarySharesMember 2025-09-16 2025-09-16 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): September 16, 2025

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 8.01 Other Events.

On September 16, 2025, Oxbridge Re Holdings Limited (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to its Registration Statement on Form S-3 (Registration No. 333-287186) permitting the Company to sell $2,021,889 of the Company’s ordinary shares pursuant to the equity distribution agreement with Maxim Group LLC. As of the date hereof, the Company had offered and sold $4.58 million ordinary shares during the prior 12 months. Thus, $1,672,714 remains available to be sold pursuant to the prospectus supplement. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Company’s ordinary shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01(d) Financial Statements and Exhibits.

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: September 16, 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.

FAQ

What did Oxbridge Re (OXBR) announce in this 8-K filing?

Oxbridge Re Holdings Limited reported that it filed a prospectus supplement to its existing Form S-3 registration statement, permitting sales of its ordinary shares through an equity distribution agreement with Maxim Group LLC.

How much stock can Oxbridge Re sell under the new prospectus supplement?

The prospectus supplement permits Oxbridge Re to sell up to $2,021,889 of its ordinary shares through the equity distribution agreement with Maxim Group LLC.

How much has Oxbridge Re already sold under its at-the-market program?

Oxbridge Re states that, as of the date of the report, it had already offered and sold $4.58 million of its ordinary shares during the prior 12 months.

How much capacity remains for future Oxbridge Re share sales under this supplement?

According to the filing, $1,672,714 remains available to be sold pursuant to the prospectus supplement.

Does this 8-K itself constitute an offer to sell Oxbridge Re shares?

No. The company clarifies that this information does not constitute an offer to sell or the solicitation of an offer to buy its ordinary shares in any jurisdiction where such actions would be unlawful.

Who is the sales agent for Oxbridge Re’s share sales under this prospectus supplement?

The equity distribution agreement referenced in the filing is with Maxim Group LLC, which acts as the sales agent for these ordinary share sales.