8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
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): April 5, 2023
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,<br><br> <br>42 Edward Street, Georgetown<br><br> <br>P.O. Box 469<br><br> <br>GrandCayman**, CaymanIslands** | 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Shares (par value $0.001) | OXBR | The<br> Nasdaq Stock Market LLC |
| Warrants<br> 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. ☐
Item3.02. Unregistered Sales of Equity Securities
On June 27, 2023, SurancePlus Inc. (“SurancePlus”), a wholly owned subsidiary of Oxbridge Re Holdings Limited (“Oxbridge”), completed its private placement (the “Private Placement”) of Series DeltaCat Re Preferred Shares represented by DeltaCat Re Tokens (the “Securities”). On June 27, 2023, SurancePlus entered into subscription agreements with accredited investors and non-U.S. persons in the Private Placement with respect to 229,766 of the Securities at a purchase price of $10.00 per token for aggregate gross proceeds of $2,297,660. SurancePlus also previously entered into subscription agreements for and sold 15,010 of the Securities between April 5, 2023 and May 18, 2023 for gross proceeds of $150,100, also at a purchase price of $10.00 per token. The aggregate amount raised in the Private Placement was $2,447,760 for the issuance of 244,776 Securities.
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 7.01. Regulation FD Disclosure.
On June 28, 2023, Oxbridge issued a press release announcing the completion of the Private Placement. Such press release is attached as Exhibit 99.1 hereto.
The information in this Item 7.01, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Exchange Act of 1934 or the Securities Act, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release, dated June 28, 2023. |
| EX-104 | Cover Page Interactive<br> Data File (embedded within the Inline XBRL document) |
ThisCurrent Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy the Securities. The Securitiesare not required to be, and have not been, registered under the United States Securities Act of 1933, as amended, in reliance on theexemptions provided by Regulation S and SEC Rule 506(c) thereunder. Offers and sales of the Securities are made only by, and pursuantto, the terms set forth in the Confidential Private Placement Memorandum relating to the Securities. The offering of the Securities isnot 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: June 28, 2023 | Wrendon Timothy |
| Chief Financial Officer<br> and Secretary | |
| (Principal Accounting Officer<br> and | |
| Principal Financial Officer) |
Exhibit99.1
OxbridgeRe’s Web3-Focused Subsidiary SurancePlus Announces Closing of its
PrivateOffering of Tokenized Reinsurance Securities
GRANDCAYMAN, Cayman Islands — (June 28^th^, 2023) — Oxbridge Re Holdings Limited (Nasdaq: OXBR) (“OxbridgeRe”), a provider of reinsurance solutions to property and casualty insurers in the Gulf Coast region of the United States, announced that its Web3-focused, wholly-owned subsidiary, SurancePlus Inc. (“SurancePlus”), closed a $2.4 million (USD) private capital raise through the sale of 244,776 of its tokenized reinsurance security, DeltaCat Re. The tokens will be issued on the Avalanche blockchain.
Ownership of DeltaCat Re tokenized reinsurance securities indirectly confers fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2023-2024 treaty year. Each digital security represents one preferred share of SurancePlus.
The DeltaCat Re digital security was offered to United States (“US”) accredited investors under Rule 506(c) of US Securities and Exchange Commission (SEC) Regulation D and to non-US investors pursuant to Regulation S of the US Securities Act 1933, as amended.
Commenting on the completion of the SurancePlus offering, Oxbridge Re’s President and Chief Executive Officer Jay Madhu said, “SurancePlus innovated upon Oxbridge Re’s existing special purpose vehicle for raising reinsurance capital, Oxbridge Re NS Limited, by applying digital innovations and insights from the Web3 space and democratizing access to reinsurance as an alternative investment. In doing so, we believe that we are the first publicly traded company to successfully raise capital for catastrophe reinsurance risks through the sale of tokenized reinsurance securities.”
Disclaimer:This press release does not constitute an offer to sell nor a solicitation of an offer to buy the DeltaCat Re tokens or the Series DeltaCatRe Preferred Shares underlying the tokens (the “Securities”). The Securities are not required to be, and have not been, registeredunder the United States Securities Act of 1933, as amended, in reliance on the exemptions provided by Regulation S and Regulation D (SECRule 506(c)) thereunder. Offers and sales of the Securities are made only by, and pursuant to, the terms set forth in the ConfidentialPrivate Placement Memorandum relating to the Securities. The offering of the Securities is not being made to persons in any jurisdictionin which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.
AboutOxbridge Re Holdings Limited
Oxbridge Re Holdings Limited (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is a Cayman Islands exempted company that was established in 2013. Its primary subsidiaries are Oxbridge Reinsurance Limited, a licensed reinsurance subsidiary that provides reinsurance business solutions primarily to property and casualty insurers in the Gulf Coast region of the United States; Oxbridge Re NS, a licensed reinsurance SPV/side car that provides third-party investors with access to reinsurance contracts with returns uncorrelated to the financial markets; and SurancePlus, a Web3-focused subsidiary that currently leverages blockchain technology to democratize access to high-return reinsurance contracts via digital securities. Oxbridge Re is also the founding and lead investor of Oxbridge Acquisition Corp. (NASDAQ: OXAC), a special purpose acquisition company (“SPAC”).
AboutSurancePlus Inc.
SurancePlus Inc. (www.SurancePlus.com) is a wholly owned subsidiary of Oxbridge Re Holdings Limited, incorporated in the British Virgin Islands. SurancePlus was organized to serve as a special-purpose vehicle to make tokenized side-car investments in reinsurance contracts entered into by Oxbridge Re’s licensed reinsurance subsidiaries.
Company Contact:
Oxbridge Re Holdings Limited
Jay Madhu, CEO
+1 345-749-7570
jmadhu@oxbridgere.com
Forward-LookingStatements
This press release, together with other statements and information publicly disseminated by Oxbridge Re Holdings Limited (the “Company”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “profitable,” “will,” “forecast” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. These forward-looking statements include, but are not limited to, the prospects of our subsidiary SurancePlus subsidiary and the DeltaCat tokens and the other important factors discussed under the caption “Risk Factors” in our Form 10-K filed with the U.S. Securities and Exchange Commission on March 30, 2023, as may be updated from time to time in subsequent filings. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.