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Oxbridge Re Holdings Limited entered into a short-term financing agreement, borrowing $1,000,000 from Real World Digital Assets LLC under a secured promissory note. The note matures in six months, with principal and interest due on August 14, 2026, and bears a high interest rate of 16% per year.
If the company defaults, the interest rate increases to 36% per year, or the maximum allowed by law. The loan can be repaid early without penalty, and is secured by a lien on substantially all of the company’s assets. Oxbridge Re plans to use the funds for working capital and general corporate purposes.
Oxbridge Re Holdings Limited announced that its indirect subsidiary SurancePlus Inc. has commenced a private offering of Participation Shares represented by digital tokens under a 3‑year Participation Share Investment Contract.
At launch, up to 2,000,000 Participation Shares labelled “T20‑2027” (balanced yield) and “T42‑2027” (high yield) will be offered at an initial price of $10.00 per Participation Share, with discounts of up to 5% for larger investments.
Net proceeds will be used by SurancePlus to purchase participating notes of affiliated reinsurer Oxbridge Re NS, whose note proceeds will be invested in collateralized reinsurance contracts. Holders are entitled to an Investor Final Return based on the initial price plus a share of net underwriting profits, with preferred return hurdles of 8% and 16% annualized for the balanced and high yield tranches, respectively.
The securities are being sold as unregistered offerings under SEC Rule 506(c) to accredited investors in the United States and under Regulation S to non‑U.S. persons, and this disclosure is furnished under Regulation FD rather than filed.
Allan S. Martin, a director of Oxbridge Re Holdings Ltd (symbol: OXBRW), reported a sale of ordinary shares on 09/16/2025. The Form 4 shows 4,328 shares sold at $2.4505 per share, with the filing signed by an attorney-in-fact on 09/19/2025. Following the reported transaction, Mr. Martin directly holds 216,803 ordinary shares (jointly with his wife) and indirectly holds 68,770 shares via Fleur de Lis Partners, LLLP and 102,223 shares via the Martin Family Foundation, Inc., with disclaimers that he disclaims beneficial ownership of the indirectly held shares except to the extent of his pecuniary interest.
Oxbridge Re Holdings reported that shareholders approved a major increase in authorized share capital from 50,000,000 to 500,000,000 ordinary shares, creating an additional 450,000,000 shares. Shareholders also approved a new 2025 Omnibus Incentive Plan reserving 1,569,514 ordinary shares for equity awards, with potential annual increases tied to up to 5% of shares outstanding through 2035.
The company entered amended employment agreements with CEO Jay Madhu and CFO Wrendon Timothy, setting base salaries of $390,000 and $245,000 effective January 1, 2026, plus automatic salary increases if the company completes financings or strategic transactions of at least $100 million. Each executive will receive annual restricted share grants (40,000 for Mr. Madhu and 25,000 for Mr. Timothy) and M&A transaction bonuses based on transaction value. The board also approved change-of-control and performance agreements granting fully vested RSUs upon certain corporate transactions or revenue milestones, with these awards treated as unregistered private offerings under the Securities Act.
Allan S. Martin, a director of Oxbridge Re Holdings Ltd (OXBR), reported sales of ordinary shares on 08/27/2025. The Form 4 shows two sell transactions: 3,449 shares sold at $2.3948 and 6,551 shares sold at $2.3812. After those transactions the filing reports beneficial ownership figures of 227,682 and 221,131 (reported on separate lines) for the direct holdings shown. The filing also discloses 68,770 ordinary shares held indirectly by Fleur de Lis Partners, LLLP and 102,223 ordinary shares held indirectly by the Martin Family Foundation, Inc., with Mr. Martin described as having voting and/or investment power over those entities' holdings. The form is signed by an attorney-in-fact on 08/29/2025.
Armistice Capital, LLC and Steven Boyd report collective beneficial ownership of 395,792 ordinary shares of Oxbridge Re Holdings Ltd, representing 4.99% of the class. The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital serves as investment manager; Armistice Capital and Mr. Boyd each report shared voting and shared dispositive power over these shares and report no sole voting or dispositive power. The filing states the securities are held in the ordinary course of business and were not acquired to effect a change of control. The Master Fund disclaims direct beneficial ownership to the extent it lacks voting or dispositive power under its investment management agreement.