Blueprint
 

 
Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
Registration No. 333-193577
 
 
PROSPECTUS SUPPLEMENT NO. 31
DATED JANUARY 4, 2018
(To Prospectus Declared Effective on February 28, 2014
and Dated March 21, 2014)
 
OXBRIDGE RE HOLDINGS LIMITED
 
Maximum of 4,884,650 Units
 
Minimum of 1,700,000 Units
 
Each Unit Consisting of One Ordinary Share and One Warrant
 
This Prospectus Supplement No. 31 supplements information contained in, and should be read in conjunction with, that certain Prospectus, dated March 21, 2014, of Oxbridge Re Holdings Limited, as supplemented by that certain Prospectus Supplement No. 1 through No. 30 thereto, relating to the offer and sale by us of up to 4,884,650 units, each unit consisting of one ordinary share and one warrant. This Prospectus Supplement No. 31 is not complete without, and may not be delivered or used except in connection with, the original Prospectus and Supplement No. 1 through No. 30 thereto.
 
This Prospectus Supplement No. 31 includes the following document, as filed by us with the Securities and Exchange Commission:
 
●
The attached Current Report on Form 8-K of Oxbridge Re Holdings Limited, as filed with the Securities and Exchange Commission on January 4, 2018.
 
Our units began trading on the Nasdaq Capital Market under the symbol “OXBRU.” When the units were split into their component parts, the units ceased trading and our ordinary shares and warrants began trading separately on the Nasdaq Capital Market under the symbols “OXBR” and “OXBRW” respectively.
 
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this Prospectus Supplement No. 31 (or the original Prospectus or Supplement No. 1 through No. 30 thereto) is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
The date of this Prospectus Supplement No. 31 is January 4, 2018.
 

 
 
 
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): December 30, 2017
_________________
 
OXBRIDGE RE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Charter)
 
Cayman Islands
001-36346
98-1150254
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. EmployerIdentification No.)
 
Strathvale House, 2nd Floor
90 North Church Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
(Address of Principal Executive Office)
KY1-9006
(Zip Code)
 
Registrant’s telephone number, including area code: (345) 749-7570


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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On December 30, 2017, Paresh Patel, the Chairman of the Board of Directors of Oxbridge Re Holdings Limited (the “Company”), notified the Company that he has decided to resign from the Company’s Board of Directors effective December 31, 2017. Mr. Patel resigned solely for personal reasons and did not resign because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Patel, together with his affiliates, continues to be one of the largest beneficial holders of the Company’s ordinary shares.
 
The Company is actively engaged in a search for a new director to replace Mr. Patel and intends to find a suitable replacement as soon as practicable. The Board of Directors will elect a new Chairman at its next meeting.
 
 
 
 
SIGNATURES
 
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
 
 
 
 
 
Date: January 4, 2018
By:  
/s/ Wrendon Timothy
 
 
 
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.