Oxbridge Re Holdings 8-K: Equity Sales, Officer Changes, Bylaw Amendments

TL;DR

OXBRIDGE RE HOLDINGS LTD filed an 8-K on 8/28/25 covering equity sales, director changes, and bylaw updates.

AI Summary

On August 28, 2025, OXBRIDGE RE HOLDINGS LIMITED filed an 8-K report detailing several significant events. These include unregistered sales of equity securities, changes in directors and officers, amendments to articles of incorporation, and submission of matters to a vote of security holders. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions at OXBRIDGE RE HOLDINGS LIMITED, including potential equity dilution and changes in governance, which could impact shareholder value and company direction.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and changes in corporate governance, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• OXBRIDGE RE HOLDINGS LIMITED (company) — Registrant
• August 28, 2025 (date) — Date of earliest event reported
• 0001584831 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.001 — registered Ordinary Shares (par value $0.001) OXBR The Nasdaq Stock Market LLC
• $390,000 — t provides for an annual base salary of $390,000, effective January 1, 2026 and a base s
• $100 million — egic transaction that equals or exceeds $100 million. It provides that Mr. Madhu may be gran
• $245,000 — t provides for an annual base salary of $245,000, effective January 1, 2026, and a base
• $50,000 — zed share capital of the Company from US$50,000 divided into 50,000,000 shares of a par
• $500,000 — s of a par value of US$0.001 each, to US$500,000 divided into 500,000,000 shares of a pa

Filing Documents

• form8-k.htm (8-K) — 79KB
• ex3-1.htm (EX-3.1) — 388KB
• ex10-1.htm (EX-10.1) — 146KB
• ex10-2.htm (EX-10.2) — 141KB
• ex10-3.htm (EX-10.3) — 140KB
• ex10-4.htm (EX-10.4) — 33KB
• ex10-5.htm (EX-10.5) — 73KB
• ex10-6.htm (EX-10.6) — 73KB
• 0001641172-25-026604.txt ( ) — 1452KB
• oxbr-20250828.xsd (EX-101.SCH) — 4KB
• oxbr-20250828_def.xml (EX-101.DEF) — 26KB
• oxbr-20250828_lab.xml (EX-101.LAB) — 36KB
• oxbr-20250828_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 28, 2025, the Company's shareholders voted, as a special resolution, to amend and restate the Company's Third Amended and Restated Memorandum and Articles of Association in order to increase in the authorized share capital of the Company from US$50,000 divided into 50,000,000 shares of a par value of US$0.001 each, to US$500,000 divided into 500,000,000 shares of a par value of US$0.001 each, by the creation of an additional 450,000,000 shares of a par value of US$0.001 each. The amendments are also described in the Company's Proxy Statement in the section entitled "Proposal Two Approval of the Amendment and Restatement of the Company's Memorandum and Articles of Association." Upon the passage of the special resolution by the Company's shareholders on August 28, 2025, the Fourth Amended and Restated Memorandum and Articles of Association, which are attached hereto as Exhibit 3.1 and incorporated herein by reference, became effective and amended, restated and replaced, in their entirety, the Company's Third Amended and Restated Memorandum and Articles of Association.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On August 28, 2025, the Company held an Extraordinary General Meeting of Shareholders. The Company previously filed the Proxy Statement and related materials pertaining to the Extraordinary General Meeting of Shareholder with the Securities and Exchange Commission . On the record date of August 7, 2025, there were 7,535,922 ordinary shares outstanding and entitled to vote at the Extraordinary General Meeting of Shareholders. Proposal 1: To approve the increase is authorized share capital The proposal to increase the authorized share capital of the Company from US$50,000 divided into 50,000,000 shares of a par value of US$0.001 each, into US$500,000 divided into 500,000,000 shares of a par value of US$0.001 each, by the creation of an additional 450,000,000 shares of a par value of US$0.001 each, was approved as follows:. For Against Abstain Broker Non-Votes 3,962,636 937,088 10,180 - Proposal 2: To approve Amended and Restated Memorandum & Articles Of Association The proposal to approve the amendment and restatement of the Company's Third Amended and Restated Memorandum and Articles of Association in order to reflect the increase in the authorized share capital of the Company was approved as follows: For Against Abstain Broker Non-Votes 4,026,747 872,977 10,180 - Proposal 3: To approve the Oxbridge Re Holdings Limited 2025 Omnibus Incentive Plan The proposal to approve the Oxbridge Re Holdings Limited 2025 Omnibus Incentive Plan was approved as follows: For Against Abstain Broker Non-Votes 2,208,088 501,887 56,823 2,143,106 Item 3.02. Unregistered Sales of Equity Securities. The issuance of the future restricted share units and underlying shares to Mr. Madhu and Mr. Timothy as described in Item 5.02 above 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 securit

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View this 8-K filing on SEC EDGAR