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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
Date of Report (Date of earliest event reported): November 16,
2018
_________________
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in Charter)
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Cayman Islands
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001-36346
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98-1150254
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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Strathvale House, 2nd Floor
90 North Church Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
(Address
of Principal Executive Office)
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KY1-9006
(Zip
Code)
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Registrant’s
telephone number, including area code: (345) 749-7570
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______________________________________________________________________________
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))
Item
3.03 Material
Modification to Rights of Security Holders.
On
November 16, 2018, 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, 2024 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 to the
Warrant Agreement, dated as of March 26, 2014, by and between the
Company and the Broadridge Corporate Issuer Solutions, Inc., 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
November 19, 2018, 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.
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OXBRIDGE
RE HOLDINGS LIMITED |
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Date: November 19,
2018
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By:
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/s/ Wrendon
Timothy
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Wrendon
Timothy
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Chief
Financial Officer and Secretary
(Principal
Accounting Officer and
Principal Financial
Officer)
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EXHIBIT
INDEX
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Exhibit No.
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Description
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Amendment #1 to the
Warrant Agreement dated March 26, 2014 between Oxbridge Re Holdings
Limited and Broadridge Corporate Issuer Solutions, Inc., as Warrant
Agent, dated November 16, 2018
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Press
Release, dated November 19, 2018
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