UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
On January 29, 2024, Oxbridge Re Holdings Limited (the “Company”) extended the expiration date of its outstanding publicly traded warrants (NASDAQ: OXBRW) (the “Warrants”) to 5:00 p.m. Philadelphia time on the earlier to occur of (a) March 26, 2029 and (b) the date fixed for cancellation by the Company following any 20-trading day period in which the Company’s ordinary shares traded above $9.38 per share for at least ten trading days. The extension of the expiration date was effected by entering into an Amendment #2 to the Warrant Agreement, dated March 26, 2014, as amended by Amendment #1 to the Warrant Agreement, dated as of November 16, 2018 by and between the Company and Broadridge Corporate Issuer Solutions, LLC, as warrant agent.
The Warrants to purchase up to an aggregate of 8,230,700 shares of the Company’s ordinary shares, par value $0.001 per share, were originally issued as part of the units in the Company’s April 2014 initial public offering and were originally set to expire on March 26, 2019. The Warrants have an exercise price of $7.50 per share.
The foregoing summary of the amendment to the Warrant Agreement is qualified in its entirety by reference to the complete text of such amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On January 29, 2024, the Company issued a press release with respect to the foregoing, which is filed as Exhibit 99.1 hereto.
| Item 9.01 | 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: February 2, 2024 | 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 | |
| 4.1 | ||
| 99.1 | Press Release, dated February 2, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |