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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): March 26, 2025
OXBRIDGE RE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-36346 | 98-1150254 | ||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| Suite 201, | ||
| 42 Edward Street, George Town P.O. Box 469 | ||
| Grand Cayman, Cayman Islands | KY1-9006 | |
| (Address of Principal Executive Office) | (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered | ||
| Ordinary Shares (par value $0.001) | OXBR | The Nasdaq Stock Market LLC | ||
| Warrants to Purchase Ordinary Shares | OXBRW |
The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if 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 2.02 Results of Operations and Financial Condition
On March 26, 2025, Oxbridge Re Holdings Limited issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.
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.
| OXBRIDGE RE HOLDINGS LIMITED | |
| /s/ Wrendon Timothy | |
| Date: March 26, 2025 | 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.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 26, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 99.1
Company Contact:
Oxbridge Re Holdings Limited
Jay Madhu, CEO
345-749-7570
jmadhu@oxbridgere.com
Oxbridge Re Holdings Limited Reports Fiscal 2024 Results
GRAND CAYMAN, Cayman Islands (March 26, 2025) — Oxbridge Re Holdings Limited (NASDAQ: OXBR), (“Oxbridge Re” or the “Company”), which together with its subsidiaries, is engaged in the business of tokenized Real-World Assets (“RWAs”), initially in the form of tokenized reinsurance securities, and reinsurance business solutions to property and casualty insurers in the Gulf Coast region of the United States, today reported its results for the three months and year ended December 31, 2024.
“SurancePlus is entering its third year in the Real World Asset (RWA) space, leveraging blockchain technology to tokenize targeted reinsurance contracts. As a Nasdaq-listed company, Oxbridge Re, through its subsidiary SurancePlus Inc., became the first public company to issue a security token in reinsurance—bridging the gap between the SEC, blockchain, and tokenization. This innovation significantly lowers the barrier to entry for an asset class that traditionally required millions of dollars to access, enabling participation with as little as $5,000 while maintaining rigorous AML and accreditation checks—often completed in under four minutes,” said Jay Madhu, Chairman and Chief Executive Officer of Oxbridge Re. “We are proud of our success in this space and look forward to further expanding SurancePlus in the Security Token and RWA sector, effectively democratizing access to reinsurance while ensuring strict transparency and compliance. With the RWA tokenization market currently projected to reach as much as $30 trillion by 2030, SurancePlus is well positioned to capitalize on this substantial growth opportunity.”
Mr. Madhu continued “Subsequent to the year end, the Company completed a reverse direct offering raising gross proceeds of $3 million. These steps reflect our continued focus on strengthening the Company’s capital position while pursuing scalable growth opportunities in a rapidly evolving market. Looking ahead, we believe Oxbridge Re is well positioned to build on this momentum. Our subsidiary, SurancePlus Inc. has recently announced a strategic partnership with Plume, a blockchain platform supporting over $4.5 billion in assets and more than 18 million unique addresses. This collaboration marks a significant milestone in expanding distribution for our tokenized reinsurance offerings. As institutional and retail interest in real-world asset tokenization continues to accelerate, we remain focused on scaling our platform with discipline, transparency, and regulatory compliance. Furthermore, SurancePlus has launched its 2025–2026 tokenized reinsurance offerings, introducing a new balanced-yield security targeting a 20% annual return, while continuing its high-yield offering targeting a 42% annual return. By broadening our range of risk-return options, this year’s structure is designed to attract to a broader investor base, reinforcing our mission to make institutional-grade reinsurance accessible through compliant, blockchain-powered real-world assets.”
Financial Performance
Net premiums earned for the three months ended December 31, 2024, were $595,000 compared to $523,000 in the prior year. For the year ended December 31, 2024, net premiums earned increased to $2,303,000 from $1,255,000 in the prior year. This increase is primarily attributed to the higher rates on contracts as well as the prior period recognizing only seven months of premiums due to the acceleration of premiums on contracts in force during at December 31, 2022. In contrast, the current year ended December 31, 2024 accounted for a full twelve (12) months of premiums.
For the three months ended December 31, 2024, the Company generated net loss of $460,000 or $0.05 per basic and diluted loss per share compared to a net loss of $2.67 million or $0.46 per basic and diluted earnings per share in the fourth quarter of 2023. For the year ended December 31, 2024, the Company incurred a net loss of $2.7 million or $0.45 per basic and diluted loss per share compared to net loss of $9.9 million or $1.69 per basic and diluted earnings per share in the prior year. The decline in Q4 and fiscal 2024 is primarily due to a decrease in the negative change in the fair value of our investment in Jet.AI (which was sold subsequent to the year-end) as well as the company accounting for non-controlling interests’ portion of its income.
Total expenses, including losses and loss adjustment expenses, policy acquisition costs and general and administrative expenses, were $497,000 and $2.1 million for the three months and year ended December 31, 2024, respectively, compared to $535,000 and $2.3 million, respectively, for the same periods in the prior year. The decrease in 2024 is due to expense fluctuations along with efficiencies associated with SurancePlus offerings being recognized during the year, in addition to previous recognition of costs associated with Maxim equity distribution agreement in 2023.
At December 31, 2024, cash and cash equivalents, and restricted cash and cash equivalents were $5.8 million compared to $3.7 million at December 31, 2023.The increase is primarily due to new collateral deposits for treaty year ending May 31, 2025 more than offsetting funds being released from the underlying trusts for treaty year ending May 31, 2024.
Subsequent to year end, the Company completed a reverse direct offering raising gross proceeds of $3 million.
Financial Ratios
Loss Ratio. The loss ratio, which measures underwriting profitability, is the ratio of losses and loss adjustment expenses incurred to net premiums earned. The loss ratio remained consistent at 0% for the year ended December 31, 2024 and 2023.
Acquisition Cost Ratio. The acquisition cost ratio, which measures operational efficiency, compares policy acquisition costs with net premiums earned, decreased marginally to 11.0% for the year ended December 31, 2024 from 11.2% in the prior year.
Expense Ratio. The expense ratio, which measures operating performance, compares policy acquisition costs and general and administrative expenses with net premiums earned. The expense ratio decreased to 94.3% for the year ended December 31, 2024, from 185.2% for the prior year due to lower general and administrative expenses in 2024. The decrease is due to the higher levels of premium earned and lower general administrative expenses incurred during the year ended December 31, 2024.
Combined ratio. The combined ratio, which is used to measure underwriting performance, is the sum of the loss ratio and the expense ratio. The combined ratio decreased to 94.3% for the year ended December 31, 2024, from 185.2% for the prior year. The decrease is due to the higher levels of premium earned and lower general administrative expenses incurred during the year ended December 31, 2024.
Conference Call
Management will host a conference call later today to discuss these financial results, followed by a question and answer session. President and Chief Executive Officer Jay Madhu and Chief Financial Officer Wrendon Timothy will host the call starting at 4:30 p.m. Eastern time.
Date: March 26, 2025
Time: 4.30 p.m. Eastern Time
Toll-free number: - 877-524-8416
International number: +1 412-902-1028
Please call the conference telephone number 15 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact InComm Conferencing at +1-201-493-6280
media@incommconferencing.com
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A replay of the call will be available by telephone replay after 7:30 p.m. Eastern Time on the same day of the call until April 09, 2025.
Toll-free replay number: 877-660-6853
International replay number: +1-201-612-7415
Conference ID: 13752504
About Oxbridge Re Holdings Limited
Oxbridge Re Holdings Limited (www.OxbridgeRe.com) (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities and reinsurance business solutions to property and casualty insurers, through its subsidiaries Oxbridge Re NS, SurancePlus Inc. and Oxbridge Reinsurance Limited.
Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Re NS and Oxbridge Reinsurance Limited.
Our Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on-chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus has democratized the availability of reinsurance as an alternative investment to both U.S. and non-U.S. investors.
Forward-Looking Statements
This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on 26th March 2025. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.
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OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Balance Sheets
(expressed in thousands of U.S. Dollars, except per share and share amounts)
| At December 31, | ||||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Investments: | ||||||||
| Equity securities, at fair value (cost : $1,532 and $1,926) | 113 | 680 | ||||||
| Cash and cash equivalents | 2,135 | 495 | ||||||
| Restricted cash and cash equivalents | 3,758 | 3,250 | ||||||
| Premiums receivable | 1,059 | 977 | ||||||
| Other investments | 48 | 2,478 | ||||||
| Loan Receivable | - | 100 | ||||||
| Due from related party | - | 63 | ||||||
| Deferred policy acquisition costs | 109 | 101 | ||||||
| Operating lease right-of-use assets | 148 | 9 | ||||||
| Prepayment and other assets | 94 | 96 | ||||||
| Property and equipment, net | 1 | 4 | ||||||
| Total assets | $ | 7,465 | 8,253 | |||||
| Liabilities and Shareholders’ Equity | ||||||||
| Liabilities: | ||||||||
| Notes payable to EpsilonCat Re and DeltaCat Re Token Holders | 1,732 | 1,523 | ||||||
| Notes payable to noteholders | 118 | 118 | ||||||
| Unearned premiums reserve | 991 | 915 | ||||||
| Operating lease liabilities | 148 | 9 | ||||||
| Accounts payable and other liabilities | 366 | 356 | ||||||
| Total liabilities | 3,355 | 2,921 | ||||||
| Shareholders’ equity: | ||||||||
| Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 6,379,002 and 5,870,234 shares issued and outstanding) | 6 | 6 | ||||||
| Additional paid-in capital | 34,105 | 32,740 | ||||||
| Accumulated Deficit | (30,163 | ) | (27,414 | ) | ||||
| Total Oxbridge shareholders’ equity | 3,948 | 5,332 | ||||||
| Non-controlling interests | 162 | - | ||||||
| Total shareholders’ equity | 4,110 | 5,332 | ||||||
| Total liabilities and shareholders’ equity | 7,465 | 8,253 | ||||||
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OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
(expressed in thousands of U.S. Dollars, except per share amounts)
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | ||||||||||||||||
| Assumed premiums | - | (26 | ) | 2,379 | 2,170 | |||||||||||
| Change in unearned premiums reserve | 595 | 549 | (76 | ) | (915 | ) | ||||||||||
| Net premiums earned | 595 | 523 | 2,303 | 1,255 | ||||||||||||
| SurancePlus Management Fee Income | - | - | 312 | 300 | ||||||||||||
| Net investment and other income | 60 | 62 | 248 | 303 | ||||||||||||
| Interest and gain on redemption of Series A-1 Preferred Shares | 47 | - | 47 | - | ||||||||||||
| Interest and gain on redemption of loan receivable | - | - | 41 | - | ||||||||||||
| Unrealized loss on other investments | (208 | ) | (2,561 | ) | (2,145 | ) | (8,945 | ) | ||||||||
| Change in fair value of equity securities | (72 | ) | 71 | (260 | ) | 38 | ||||||||||
| Total revenue | $ | 422 | (1,905 | ) | $ | 546 | (7,049 | ) | ||||||||
| Expenses | ||||||||||||||||
| Policy acquisition costs and underwriting expenses | 66 | 61 | 254 | 141 | ||||||||||||
| General and administrative expenses | 431 | 474 | 1,917 | 2,183 | ||||||||||||
| Total expenses | $ | 497 | 535 | $ | 2,171 | 2,324 | ||||||||||
| Loss before income attributable to tokenholders and non-controlling interests | (75 | ) | (2,440 | ) | (1,625 | ) | (9,373 | ) | ||||||||
| Income attributable to tokenholders | (246 | ) | (232 | ) | (962 | ) | (542 | ) | ||||||||
| Loss before income attributable to non-controlling interests | (321 | ) | (2,672 | ) | (2,587 | ) | (9,915 | ) | ||||||||
| Income attributable to non-controlling interests | (139 | ) | - | (139 | ) | - | ||||||||||
| Net loss attributable to ordinary shareholders | (460 | ) | (2,672 | ) | (2,726 | ) | (9,915 | ) | ||||||||
| Loss per share attributable to ordinary shareholders | ||||||||||||||||
| Basic and Diluted | (0.05 | ) | (0.46 | ) | (0.45 | ) | (1.69 | ) | ||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Basic and Diluted | 6,121,020 | 5,870,234 | 6,099,051 | 5,867,129 | ||||||||||||
| Performance ratios to net premiums earned: | ||||||||||||||||
| Loss ratio | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
| Acquisition cost ratio | 11.1 | % | 11.7 | % | 11.0 | % | 11.2 | % | ||||||||
| Expense ratio | 83.5 | % | 102.3 | % | 94.3 | % | 185.2 | % | ||||||||
| Combined ratio | 83.5 | % | 102.3 | % | 94.3 | % | 185.2 | % | ||||||||
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