[8-K] Oxbridge Re Holdings Limited Warrant expiring 3/26/2029 Reports Material Event

Rhea-AI Filing Summary

Oxbridge Re Holdings Limited (Nasdaq: OXBR) filed an 8-K on 9 July 2025 announcing it has entered into a new $5 million at-the-market Equity Distribution Agreement with Maxim Group LLC. The agreement authorises the agent to sell ordinary shares from time to time on the Nasdaq Capital Market or other trading venues at prevailing prices. Either party may terminate the arrangement with 30 days’ notice or once the full $5 million capacity is reached. Oxbridge will pay a 3.0 % sales commission on gross proceeds.

The facility replaces the September 30 2022 ATM agreement under which the company raised $4.6 million. The company is under no obligation to issue shares and may instruct the Sales Agent on price, time and amount parameters. Net proceeds are earmarked for general corporate purposes, including funding of the company’s reinsurance operations; pending deployment, proceeds will be invested in cash or short-term investment-grade instruments.

Shares offered under the ATM are being drawn from the company’s existing shelf registration statement (Form S-3, File No. 333-287186). In line with General Instruction I.B.6, up to $517,745 of ordinary shares are currently registered, with additional prospectus supplements required for further capacity. Supporting documents include the Equity Distribution Agreement (Exhibit 1.1) and Cayman legal opinion (Exhibit 5.1).

Positive

• $5 million ATM facility provides flexible, on-demand access to capital at market prices.
• Successful prior ATM raise of $4.6 million demonstrates distribution agent effectiveness and market receptivity.

Negative

• Potential shareholder dilution from issuance of new shares up to $5 million.
• 3% commission increases the effective cost of capital compared with traditional debt.
• Only $517,745 currently registered, meaning additional filings are needed to tap full capacity, possibly delaying funding.

Insights

Securities Analyst

TL;DR: $5 m ATM adds liquidity but modest scale limits impact; dilution risk offsets flexibility, net neutral.

The new Equity Distribution Agreement enlarges Oxbridge Re’s financial toolbox, giving management discretion to issue stock when market conditions are favourable. At-the-market structures are relatively low-cost (3 % fee) and avoid concentrated block discounts, which is positive. However, any sales will increase the free float and dilute existing shareholders. Given the firm’s micro-cap status, $5 million could still represent a meaningful percentage of market capitalisation, yet only $517k is immediately registered, limiting near-term proceeds. Overall, the filing signals prudent capital planning rather than imminent balance-sheet stress, resulting in a neutral credit and valuation effect.

Insurance Industry Specialist

TL;DR: Facility funds reinsurance expansion; scale small, impact limited, overall neutral.

Reinsurers often face episodic capital needs tied to renewal cycles and catastrophic events. An ATM line gives Oxbridge Re timely access to incremental equity, enabling it to underwrite additional risk without over-leveraging. Management’s intent to apply proceeds to core reinsurance operations suggests growth ambitions. Nonetheless, the modest $5 million cap will not materially transform underwriting capacity. Investors should watch utilisation levels; limited draw-down could signal adequate existing capital, while full take-up would dilute but potentially support premium growth. Because the agreement merely sets the stage for optional funding, current operational outlook and loss-ratio assumptions remain unchanged.

false 0001584831 0001584831 2025-07-09 2025-07-09 0001584831 OXBR:OrdinarySharesParValue0.001Member 2025-07-09 2025-07-09 0001584831 OXBR:WarrantsToPurchaseOrdinarySharesMember 2025-07-09 2025-07-09 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 9, 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 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.

FAQ

How much can Oxbridge Re (OXBR) raise under the new Equity Distribution Agreement?

The company may sell up to $5 million of ordinary shares on an at-the-market basis.

What commission will Maxim Group receive for OXBR share sales?

Maxim Group will earn a 3.0 % commission on gross proceeds from shares sold.

What will Oxbridge Re use the ATM proceeds for?

Net proceeds are earmarked for general corporate purposes, including funding its reinsurance operations.

When does the new ATM agreement expire?

It terminates upon either the sale of $5 million in shares or 30 days after written notice by either party.

How does this facility compare with the prior 2022 ATM program?

The 2022 agreement raised $4.6 million; the new program replaces it and allows up to $5 million in additional sales.