Oxbridge Re Holdings Files 8-K: Agreements, Equity Sales, and Officer Changes

TL;DR

Oxbridge Re Holdings filed an 8-K detailing new agreements, equity sales, and board changes.

AI Summary

On March 25, 2024, OXBRIDGE RE HOLDINGS Ltd entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and appointments. Additionally, financial statements and exhibits were filed.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential equity dilution, which could impact the company's financial structure and governance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and governance risks.

Key Players & Entities

• OXBRIDGE RE HOLDINGS Ltd (company) — Registrant
• March 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — registered Ordinary Shares (par value $0.001) OXBR The Nasdaq Stock Market LLC
• $15 — of 4 years and has an exercise price of $15 per share. The restricted shares and op
• $15.00 — ns were granted at an exercise price of $15.00 (US) per ordinary share. * * * Item

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-5.htm (EX-10.5) — 145KB
• ex10-6.htm (EX-10.6) — 33KB
• ex10-7.htm (EX-10.7) — 93KB
• 0001493152-24-011505.txt ( ) — 590KB
• oxbr-20240325.xsd (EX-101.SCH) — 4KB
• oxbr-20240325_def.xml (EX-101.DEF) — 26KB
• oxbr-20240325_lab.xml (EX-101.LAB) — 36KB
• oxbr-20240325_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

02. Unregistered Sales of

Item 3.02. Unregistered Sales of Equity Securities. The issuance of the restricted shares and options (and the ordinary shares underlying the options) as described in Items 1.01 and 5.02 are and will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), because the offer and sale of such securities did and does not involve a "public offering" as defined in Section 4(a)(2) of the Securities Act, was made without any form of general solicitation to sophisticated parties, and was made with full access to any information requested regarding the SPH and its ordinary shares. Item 5.02. Compensatory Arrangements of Certain Officers. Pursuant to the SPH Equity Incentive Plan, on March 25, 2024, upon the approval by the SPH Board and the Company's board of directors, Jay Madhu, our President and Chief Executive Officer, and Wrendon Timothy, our Chief Financial Officer, were awarded 125,300 and 53,700 restricted shares of SPH, respectively, under the SPH Equity Incentive Plan. The restricted shares will vest ratably over a period of 1 year. Additionally, SPH's non-employee directors, namely Dwight Merren, Arun Gowda and Lesley Thompson were each awarded 2,000 restricted shares that vest ratably over a period of 1 year. Mr. Madhu and Mr. Timothy were also granted options to purchase an aggregate of 365,400 and 156,600 ordinary shares, respectively, of SPH under the SPH Equity Incentive Plan. The restricted shares and share options are options) and restrictions on transfer. The options will vest in increments of 6.25% each on a quarterly basis over a four-year period and will expire on the 10th anniversary of the date of grant unless earlier exercised or earlier terminated due to termination of employment. The options were granted at an exercise price of $15.00 (US) per ordinary share. * * * Ite

View Full Filing

View this 8-K filing on SEC EDGAR