Oxbridge Re Enters Securities Purchase Agreement with Institutional Investor

Oxbridge Re Holdings Limited announced on February 24, 2025, that it has entered into a securities purchase agreement with an institutional investor. The transaction, executed as a registered direct offering combined with a private placement of warrants, involved the sale of ordinary shares and warrants linked to the Company’s ordinary shares.

Under the terms of the agreement, the investor acquired approximately US$3.0 million worth of securities. This includes the purchase of 705,884 ordinary shares, Series A Warrants to acquire up to 529,413 shares, and Series B Warrants to purchase up to 882,355 shares. The combined effective offering price was set at US$4.25 per share. The Series A Warrants are immediately exercisable, carry an exercise price of US$4.25 per share, and expire two years from the initial exercise date. In contrast, the Series B Warrants become exercisable upon the earlier of shareholder approval or six months from issuance, carry an exercise price that will be US$4.25 per share (or the lower of US$5.00, prior to shareholder approval), and expire five years after the initial exercise.

The agreement includes provisions that restrict the issuance of additional ordinary shares or equivalents by the Company or its subsidiaries for 60 days following the closing of the Offering. Additionally, the Company has committed to filing a registration statement that will permit the resale of the ordinary shares issuable upon the exercise of the warrants within 60 days of the agreement date.

Net proceeds to Oxbridge Re are expected to be approximately US$2.7 million after deducting fees payable to the Placement Agent. The Placement Agent is set to receive a cash fee of 6.0% of the gross proceeds along with reimbursement for expenses, including legal fees up to a total of US$45,000.

The offering was executed pursuant to the Company’s effective registration statement on Form S-3 and was further supported by a private placement exemption under applicable securities laws. The Company has also agreed to convene an annual or special meeting on or before June 30, 2025, to seek shareholder approval for the issuance of ordinary shares underlying the Series B Warrants, in accordance with relevant stock exchange rules.

Legal counsel from Maples and Calder (Cayman) LLP provided a legal opinion on the ordinary shares, which is included as part of the exhibits to the filing.

The definitive agreements and related materials provide additional detailed terms and conditions governing the Offering and are subject to the attached exhibits filed with the Securities and Exchange Commission.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Oxbridge Re’s 8K filing here.

About Oxbridge Re

Oxbridge Re Holdings Limited, through its subsidiaries, provides specialty property and casualty reinsurance solutions. The company underwrites collateralized reinsurance contracts primarily for property and casualty insurance companies in the Gulf Coast region of the United States. It also issues reinsurance contracts through digital securities by blockchain technology.