8-K - OXBR - Equibles

UNITED

STATES

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

Dateof Report (Date of earliest event reported): May 12, 2025

OXBRIDGE

RE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-36346	98-1150254
(State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
Suite 201,
---	---
42 Edward Street, George Town P.O. Box 469
Grand Cayman, Cayman Islands	KY1-9006
(Address of Principal Executive<br> 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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<br> LLC
Warrants to Purchase Ordinary Shares	OXBRW	The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> 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 CFR§230.405) 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. ☐

Item2.02 Results of Operations and Financial Condition

On May 12, 2025, Oxbridge Re Holdings Limited issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

Item9.01 Financial Statements and Exhibits.

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: May 12, 2025	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
99.1	Press Release, dated May 12, 2025
104	Cover Page Interactive<br> Data File (embedded within the Inline XBRL document).

Exhibit99.1

CompanyContact:

Oxbridge Re Holdings Limited

Jay Madhu, CEO

345-749-7570

jmadhu@oxbridgere.com

OxbridgeRe Highlights Growth in Tokenized Reinsurance, Strategic Partnerships, and Reports Q1 2025 Results

GRANDCAYMAN, Cayman Islands (May 12, 2025) — Oxbridge Re Holdings Limited (NASDAQ: OXBR**)**, (the “Company”), which together with its subsidiary SurancePlus is engaged in the business of tokenized Real-World Assets (“RWAs”), initially in the form of tokenized reinsurance securities, and reinsurance business solutions to property and casualty casualty - bridging the gap between the SEC, blockchain, and tokenization. The company today, reported its results for the three months ended March 31, 2025.

“As the first Nasdaq-listed company to issue a tokenized security in reinsurance, Oxbridge Re, through SurancePlus, is transforming access to this asset class,” said Jay Madhu, Chairman and CEO of Oxbridge Re. “We are proud of our progress and remain focused on expanding SurancePlus, democratizing access to reinsurance with a commitment to transparency and compliance.”

The Company recently signed a Memorandum of Understanding (MOU) with Plume, a blockchain platform managing over $4.5 billion in assets and serving 18 million unique addresses. This partnership represents a significant opportunity to enhance distribution, while Oxbridge Re continues to explore additional partnerships to further broaden its reach.

SurancePlus is also highlighting its previously launched 2025–2026 tokenized reinsurance offerings, which provide a diverse range of investment opportunities. These offerings include a balanced-yield product targeting a 20% annual return, designed for investors seeking stable, attractive yields with moderate risk, and a high-yield option targeting a 42% annual return. These options broaden the investor base, offering both risk-averse and high-return-seeking investors a compliant, blockchain-powered pathway to participate in the reinsurance sector.

The company actively participated in major global tokenization and blockchain events, including Consensus 2024 in Austin, Texas, Token2049 in Singapore, and Token2049 in Dubai. These forums provided an opportunity to showcase SurancePlus, strengthen industry relationships, and explore collaborative opportunities with leading blockchain platforms.

“Supported by a strong balance sheet and a disciplined approach, we are well-positioned to capitalize on emerging opportunities in the RWA sector,” added Madhu. “Looking ahead, we remain committed to scaling SurancePlus with integrity, innovation, and a focus on long-term value creation.”

FinancialPerformance

Net premiums earned for the quarter ended March 31, 2025 increased to $595,000 from $549,000 for the quarter ended March 31, 2024. The increase is due to the rates on contracts that were in force in the quarter ended March 31, 2025 when compared to the contracts in force in the prior period.

For the three months ended March 31, 2025, the Company generated net loss of $139,000 or ($0.02) per basic and diluted loss per share compared to net loss of $905,000 or ($0.15) per basic and diluted earnings per share, for the quarter ended March 31, 2024. The decrease in net loss is primarily due to the positive change in the fair value of equity securities and sale of investments in Jet.AI during the quarter ended March 31, 2025 when compared with the prior period.

| 1 |

| --- |

For the three months ended March 31, 2025, total expenses, including policy acquisition costs and general and administrative expenses, increased to $570,000 from $548,000 for the quarter ended March 31, 2024. The increase is primarily due to the value stock-based compensation incurred during the three-month period ending March 31, 2025 as a result of higher share price on grant date.

As of March 31, 2025, our restricted cash, and cash equivalents increased by $3.7 million, or 62.85%, to $9.6 million, from $5.9 million as of December 31, 2024. The increase is primarily due to premium deposits made during the three months ending March 31, 2025 as well the completion of a registered direct offering that generated $2.7 million net of expenses.

FinancialRatios

LossRatio. The loss ratio is the ratio of losses and loss adjustment expenses incurred to premiums earned and measures the underwriting profitability of our reinsurance business. The loss ratio remained consistent at 0% for the quarter end March 31, 2025 compared with the quarter ended March 31, 2024.

AcquisitionCost Ratio. The acquisition cost ratio is the ratio of policy acquisition costs and other underwriting expenses to net premiums earned. The acquisition cost ratio measures our operational efficiency in producing, underwriting and administering our reinsurance business.

The acquisition cost ratio remained consistent at 10.9% for the quarter end March 31, 2025 compared with the quarter ended March 31, 2024.

ExpenseRatio. The expense ratio is the ratio of policy acquisition costs and general and administrative expenses to net premiums earned. We use the expense ratio to measure our operating performance. The expense ratio decreased marginally from 99.8% for the three-month period ended March 31, 2024 to 95.8% for the three-month period ended March 31, 2025. The decrease is due to higher net premiums earned during the three-month period ended March 31, 2025, when compared with the prior period.

Combinedratio. We use the combined ratio to measure our underwriting performance. The combined ratio is the sum of the loss ratio and the expense ratio. The combined ratio decreased marginally from 99.8% for the three-month period ended March 31, 2024 to 95.8% for the three-month period ended March 31, 2025. The decrease is due to higher net premiums earned during the three-month period ended March 31, 2025, when compared with the prior period.

ConferenceCall

Management will host a conference call later today to discuss these financial results, followed by a question and answer session. The Company’s President and Chief Executive Officer Jay Madhu and Chief Financial Officer Wrendon Timothy will host the call starting at 4:30 p.m. Eastern time. The live presentation can be accessed by dialing the number below.

Date: May 12, 2025

Time: 4.30 p.m. Eastern time

Toll-free number: 877-524-8416

International number: +1 412-902-1028

| 2 |

| --- |

Please call the conference telephone number 15 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact InComm Conferencing at +1-201-493-6280 or media@incommconferencing.com

A replay of the call will be available by telephone after 4:30 p.m. Eastern time on the same day of the call until May 26, 2025.

Toll-free replay number: 877-660-6853

International replay number: +1-201-612-7415

Conference ID: 13753764

AboutOxbridge Re Holdings Limited

Oxbridge Re Holdings Limited (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities and reinsurance business solutions to property and casualty insurers, through its wholly owned subsidiaries Oxbridge Reinsurance Limited, Oxbridge Re NS, and SurancePlus Inc.

Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Reinsurance Limited and Oxbridge Re NS.

Our new Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on-chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus has democratized the availability of reinsurance as an alternative investment to both U.S. and non-U.S. investors.

Forward-LookingStatements

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on 26th March 2025. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.

| 3 |

| --- |

OXBRIDGERE HOLDINGS LIMITED AND SUBSIDIARIES

ConsolidatedBalance Sheets

(expressedin thousands of U.S. Dollars, except per share and share amounts)


Assets
Equity securities, at fair value (cost: 1,532 and 1,532)	116		113
Cash and cash equivalents	4,963		2,135
Restricted cash and cash equivalents	4,634		3,758
Premiums receivable	223		1,059
Other Investments	-		48
Deferred policy acquisition costs	44		109
Operating lease right-of-use assets	122		148
Prepayment and other assets	160		94
Property and equipment, net	1		1
Total assets	10,263		7,465
Liabilities and Shareholders’ Equity
Liabilities:
Notes payable to noteholders	118		118
Unearned Premium Reserve	397		991
Operating lease liabilities	122		148
Accounts payable and other liabilities	432		366
Total liabilities	1,069		1,623
Mezzanine Equity
Due to EpsilonCat Re / DeltaCat Re Tokenholders	1,979		1,732
Shareholders’ equity:
Ordinary share capital, (par value 0.001, 50,000,000 shares authorized; 7,442,922 and 6,379,002 shares issued and outstanding)	6		6
Additional paid-in capital	37,335		34,105
Accumulated Deficit	(30,302	)	(30,163	)
Total Oxbridge shareholders’ equity	7,039		3,948
Non-controlling interests	176		162
Total shareholders’ equity	7,215		4,110
Total liabilities and shareholders’ equity	10,263		7,465

All values are in US Dollars.

| 4 |

| --- |

OXBRIDGERE HOLDINGS LIMITED AND SUBSIDIARIES

ConsolidatedStatements of Operations

(Unaudited)

(expressedin thousands of U.S. Dollars, except per share amounts)

	Three Months Ended March 31,
	2025			2024
Revenue
Net premiums earned		595			549
Net investment and other income		79			63
Net realized investment gain		-			-
Interest and gain on redemption of loan receivable		-			41
Unrealized gain on other investments		(20	)		(688	)
Realized gain on other investments		35			-
Change in fair value of equity securities		3			(90	)
Total revenue		692			(125	)
Expenses
Policy acquisition costs and underwriting expenses		65			60
General and administrative expenses		505			488
Total expenses		570			548
Income (loss) before income attributable to tokenholders and non-controlling<br> interests		122			(673	)
Income attributable to tokenholders		(247	)		(232	)
Loss before income attributable to non-controlling interests		(125	)		(905	)
Income attributable to non-controlling interests		(14	)		-
Net loss attributable to ordinary shareholders		(139	)		(905	)
Loss per share attributable to ordinary shareholders
Basic and Diluted		(0.02	)		(0.15	)
Weighted-average shares outstanding
Basic and Diluted		6,899,062			6,005,162
Performance ratios to net premiums earned:
Loss ratio		0.0	%		0.0	%
Acquisition cost ratio		10.9	%		10.9	%
Expense ratio		95.8	%		99.8	%
Combined ratio		95.8	%		99.8	%

| 5 |

| --- |