Oxbridge Re Holdings Files 8-K on Equity Sales
Ticker: OXBRW · Form: 8-K · Filed: Jul 12, 2024 · CIK: 1584831
| Field | Detail |
|---|---|
| Company | Oxbridge Re Holdings Ltd (OXBRW) |
| Form Type | 8-K |
| Filed Date | Jul 12, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001, $10.00, $2,878,048 |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, filing, insurance
Related Tickers: OXBR
TL;DR
OXBR filed an 8-K for unregistered equity sales - watch for dilution.
AI Summary
On July 11, 2024, Oxbridge Re Holdings Limited filed an 8-K report detailing unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company is incorporated in the Cayman Islands and its principal executive office is located in Georgetown, Grand Cayman.
Why It Matters
This filing indicates potential new equity issuance, which could impact the company's capital structure and shareholder dilution.
Risk Assessment
Risk Level: medium — Unregistered sales of equity securities can sometimes signal financial distress or a need for capital, and may involve less stringent disclosure requirements.
Key Players & Entities
- Oxbridge Re Holdings Limited (company) — Registrant
- July 11, 2024 (date) — Date of earliest event reported
- Cayman Islands (location) — Jurisdiction of Incorporation
- Georgetown, Grand Cayman (location) — Address of Principal Executive Office
FAQ
What type of equity securities were sold unregistered?
The filing indicates unregistered sales of equity securities, but the specific type is not detailed in the provided excerpt.
Were these sales part of a private placement or other exemption from registration?
The filing states 'Unregistered Sales of Equity Securities', implying an exemption from registration was utilized, though the specific exemption is not detailed here.
What is the significance of filing financial statements and exhibits with this 8-K?
Including financial statements and exhibits suggests these are integral to the disclosure of the unregistered equity sales or other material events.
What is Oxbridge Re Holdings Limited's primary business?
Oxbridge Re Holdings Limited operates in the FIRE, MARINE & CASUALTY INSURANCE industry, as indicated by its Standard Industrial Classification code.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on July 11, 2024.
Filing Stats: 745 words · 3 min read · ~2 pages · Grade level 12.5 · Accepted 2024-07-12 08:00:11
Key Financial Figures
- $0.001 — registered Ordinary Shares (par value $0.001) OXBR The Nasdaq Stock Market LLC
- $10.00 — s, EpsilonCat Re at a purchase price of $10.00 per Participation Share for aggregate g
- $2,878,048 — n Share for aggregate gross proceeds of $2,878,048. The Participation Shares are not share
Filing Documents
- form8-k.htm (8-K) — 45KB
- 0001493152-24-027057.txt ( ) — 259KB
- oxbr-20240711.xsd (EX-101.SCH) — 4KB
- oxbr-20240711_def.xml (EX-101.DEF) — 26KB
- oxbr-20240711_lab.xml (EX-101.LAB) — 36KB
- oxbr-20240711_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): July 11, 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, Georgetown 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 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 3.02. Unregistered Sales of Equity Securities On July 11, 2024, SurancePlus Inc. ("SurancePlus"), an indirect wholly owned subsidiary of Oxbridge Re Holdings Limited ("Oxbridge"), completed its private placement (the "Private Placement") of Participation Shares (the "Securities") represented by digital tokens issued under a 3-year Participation Share Investment Contract (the "PSIC"). On July 11, 2024, SurancePlus entered into subscription agreements with accredited investors and non-U.S. persons in the Private Placement with respect to 287,705 of the Participation Shares represented by the digital tokens, EpsilonCat Re at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $2,878,048. The Participation Shares are not shares in SurancePlus and shall have no preemptive right or conversion rights. The Participation Shares solely confer contractual rights against SurancePlus as contained in the PSIC. The Securities were issued pursuant to the exemptions from registration contained in Rule 506(c) of Regulation D and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"). SurancePlus relied, in part, upon representations made in the subscription agreements by each subscriber that the subscriber was an accredited investor as defined in Regulation D under the Securities Act or was not a U.S. Person as defined under Rule 902 of Regulation S. The issuance involved general solicitation in connection with the offering as permitted by Rule 506(c) of Regulation D. No underwriting discounts or commissions were or will be paid with respect to such sales. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL document) This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy the Securities. The Securities are not required to be, and have not been, registered under the United States Securities Act of 1933, as amended, in reliance on the exemptions provided by Regulation S and SEC Rule 506(c) thereunder. Offers and sales of the Securities are made only by, and pursuant to, the terms set forth in the Confidential Private Placement Memorandum relating to the Securities. The offering of the Securities is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction. 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 12, 2024 Wrendon Timothy Chief Financial Officer and Secretary (Principal Accounting Officer and Pri