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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).
Oxbridge Re Holdings Ltd. (Ticker: OXBRW) – Schedule 13D/A (Amendment No. 2)
The filing updates the beneficial ownership of a coordinated reporting group led by Allan S. Martin and related entities. The group now controls a combined 964,422 ordinary shares (12.07% of outstanding) through direct holdings and warrant-exercisable shares. Key ownership breakdown:
- Allan S. Martin: 964,422 shares (incl. 547,298 warrant-exercisable), sole voting/dispositive power 0; shared 964,422.
- Marie B. Martin: 424,697 shares (5.53%), sole voting/dispositive 34,664; shared 390,033.
- Fleur de Lis Partners, LLLP: 317,770 shares (4.13%), all shared voting/dispositive.
- Allan S Martin Children’s IRRV Trust: 34,664 shares (≈1%).
- Martin Family Foundation, Inc.: 146,723 shares (≈1%).
The securities were acquired with personal funds “for investment purposes.” No plans for corporate actions are disclosed.
Recent transactions (Schedule A, past 60 days):
- Open-market sales: four blocks of 1,000 shares each on 3 Jul 2025 at weighted prices between $2.0312–$2.1350.
- Inter-family transfer: 25,000-share gift on 7 Jul 2025 from Allan & Marie Martin to the Martin Family Foundation; reciprocal transfer recorded for reporting purposes.
Following these trades, Mr. Martin remains the largest outside shareholder, exceeding the 5% threshold that triggers 13D reporting. The filing contains no new financing arrangements, litigation, or proposals affecting control. All signatories certified the accuracy of the statement on 7 Jul 2025.