Business Context and Reporting Period
Company: Oxbridge Re Holdings Limited
Filing Type: Form 8-K (Current Report)
Date of Report: June 22, 2026
Reporting Period: Event date June 22, 2026
The Company, a Cayman Islands-based reinsurance entity, entered into a new At-the-Market Sales Agreement to facilitate the potential sale of its ordinary shares.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It details a financing arrangement rather than operational performance.
- Maximum Offering Amount: Up to $1,678,301 in aggregate offering price of Ordinary Shares.
- Commission Rate: 3.0% of gross proceeds paid to the Sales Agent.
- Legal Fee Cap: Reimbursement to the Sales Agent for legal counsel fees not to exceed $20,000.
Material Changes
The Company terminated its prior sales agreement dated July 9, 2025, with Maxim Group LLC on June 20, 2026. This was replaced by the new agreement with Chardan Capital Markets LLC effective June 22, 2026.
Guidance, Outlook, and Management Commentary
Use of Proceeds: The Company intends to use net proceeds for general corporate purposes, specifically including the funding of reinsurance operations. Pending use, proceeds will be invested in short-term, investment-grade, interest-bearing instruments or held as cash.
Sales Mechanism: Sales may be made as "at-the-market" offerings on the Nasdaq Capital Market or other existing trading markets. The Company is not obligated to make any sales under the agreement.
Risks and Contingencies: The filing notes that no sales will occur in any state where such offer or sale would be unlawful prior to registration or qualification under local securities laws.
Investor Verification Checklist
- Verify the current market price of OXBR ordinary shares to assess the potential dilution impact of the $1,678,301 offering cap.
- Review the full text of the At-the-Market Sales Agreement (Exhibit 1.1) for specific termination rights or price limitations.
- Confirm the Company's current cash position and immediate capital needs for reinsurance operations.
- Monitor future filings for actual sales volumes and proceeds generated under the new agreement.