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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): 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.
