OXBRIDGE RE: Material Modification to Security Holder Rights

TL;DR

**Oxbridge Re just changed the rules for its shares and warrants, pay attention!**

AI Summary

Oxbridge Re Holdings Ltd. filed an 8-K on February 2, 2024, reporting a material modification to the rights of security holders related to its Ordinary Shares (par value $0.001) and Warrants to Purchase Ordinary Shares, effective January 29, 2024. This filing indicates a change that could impact the value or control associated with these securities, which is crucial for investors to understand as it might affect their ownership stake or potential returns.

Why It Matters

This filing signals a change in the terms or conditions of Oxbridge Re's Ordinary Shares and Warrants, which could directly impact the value, voting power, or other rights of current and prospective shareholders.

Risk Assessment

Risk Level: medium — A material modification to security holder rights can significantly alter an investment's risk/reward profile, making it a medium risk event.

Analyst Insight

Investors should carefully review the full details of the material modification once available to understand its impact on their holdings and the company's future prospects, as this filing only signals the event, not the specifics.

Key Numbers

• $0.001 — Par Value (Par value of Oxbridge Re's Ordinary Shares)

Key Players & Entities

• OXBRIDGE RE HOLDINGS Ltd (company) — the registrant filing the 8-K
• $0.001 (dollar_amount) — par value of Ordinary Shares
• January 29, 2024 (date) — date of earliest event reported
• February 2, 2024 (date) — filing date of the 8-K

Forward-Looking Statements

• The material modification could lead to a change in the company's capital structure or ownership percentages. (OXBRIDGE RE HOLDINGS Ltd) — medium confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $0.001 — registered Ordinary Shares (par value $0.001) OXBR The Nasdaq Stock Market LLC
• $9.38 — Company's ordinary shares traded above $9.38 per share for at least ten trading days
• $7.50 — The Warrants have an exercise price of $7.50 per share. The foregoing summary of t

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex4-1.htm (EX-4.1) — 128KB
• ex99-1.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-24-004739.txt ( ) — 424KB
• oxbr-20240129.xsd (EX-101.SCH) — 4KB
• oxbr-20240129_def.xml (EX-101.DEF) — 26KB
• oxbr-20240129_lab.xml (EX-101.LAB) — 36KB
• oxbr-20240129_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): January 29, 2024 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 (Address of Principal Executive Office) KY1-9006 (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 CFR230.405) 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 3.03 Material Modification to Rights of Security Holders. On January 29, 2024, Oxbridge Re Holdings Limited (the "Company") extended the expiration date of its outstanding publicly traded warrants (NASDAQ: OXBRW) (the "Warrants") to 5:00 p.m. Philadelphia time on the earlier to occur of (a) March 26, 2029 and (b) the date fixed for cancellation by the Company following any 20-trading day period in which the Company's ordinary shares traded above $9.38 per share for at least ten trading days. The extension of the expiration date was effected by entering into an Amendment #2 to the Warrant Agreement, dated March 26, 2014, as amended by Amendment #1 to the Warrant Agreement, dated as of November 16, 2018 by and between the Company and Broadridge Corporate Issuer Solutions, LLC, as warrant agent. The Warrants to purchase up to an aggregate of 8,230,700 shares of the Company's ordinary shares, par value $0.001 per share, were originally issued as part of the units in the Company's April 2014 initial public offering and were originally set to expire on March 26, 2019. The Warrants have an exercise price of $7.50 per share. The foregoing summary of the amendment to the Warrant Agreement is qualified in its entirety by reference to the complete text of such amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. On January 29, 2024, the Company issued a press release with respect to the foregoing, which is filed as Exhibit 99.1 hereto. Item 9.01 Financial See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K. 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: February 2, 2024 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. EXHIBIT INDEX Exhibit No. Description 4.1 Amendment #2, dated January 29, 2024, to Warrant Agreement 99.1 Press Release, dated February 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

View Full Filing

View this 8-K filing on SEC EDGAR