Oxbridge Re Holdings Ltd - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Oxbridge Re Holdings Limited (Cayman Islands) on June 28, 2023, reporting events occurring between April 5, 2023, and June 27, 2023. The filing primarily details the completion of a private placement of equity securities by SurancePlus Inc., a wholly owned subsidiary of Oxbridge.
Key Financial Metrics
The filing reports the following capital raise metrics from the private placement of Series DeltaCat Re Preferred Shares (DeltaCat Re Tokens):
- Total Aggregate Proceeds: $2,447,760
- Total Securities Issued: 244,776 tokens
- Purchase Price: $10.00 per token
- Transaction Costs: No underwriting discounts or commissions were paid.
The filing does not provide data on overall company revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes
The primary material change is the successful completion of the private placement. The issuance occurred in two tranches:
- Initial Tranche: 15,010 securities sold between April 5, 2023, and May 18, 2023, generating $150,100.
- Completion Tranche: 229,766 securities sold on June 27, 2023, generating $2,297,660.
Securities were issued pursuant to exemptions under Rule 506(c) of Regulation D and Regulation S of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing includes a Regulation FD disclosure referencing a press release issued on June 28, 2023, regarding the completion of the placement. The document explicitly states that the information furnished is not "filed" for purposes of Section 18 of the Exchange Act and shall not be incorporated by reference into other filings except as expressly set forth.
Risks and Contingencies: The filing notes that the securities are unregistered and offers are made only in compliance with applicable securities laws. It includes standard disclaimers that the report does not constitute an offer to sell or a solicitation of an offer to buy the securities outside the terms of the Confidential Private Placement Memorandum.
Investor Verification Checklist
- Verify the terms and rights associated with the Series DeltaCat Re Preferred Shares in the Confidential Private Placement Memorandum.
- Confirm the accreditation status of investors and compliance with Regulation D and Regulation S exemptions.
- Review the attached press release (Exhibit 99.1) for additional management commentary on the use of proceeds.
- Check subsequent filings for the impact of this capital raise on the company's balance sheet and liquidity.