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): September 28,
2017
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in its Charter)
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Cayman Islands
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001-36346
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98-1150254
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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Strathvale House, 2nd Floor
90 North Church Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
(Address
of Principal Executive Offices)
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KY1-9006
(Zip
Code)
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Registrant’s
telephone number, including area code: (345) 749-7570
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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
8.01.
Other
Events.
Recent Hurricane Activity
On September 28, 2017, the Company issued a preliminary
assessment of losses from its exposure to the recent major
successive hurricanes, namely Hurricanes Harvey, Irma and
Maria.
Hurricane
Harvey made landfall in Texas as a Category 4 hurricane causing
catastrophic flooding and damage. Hurricane Irma made landfall in
Florida as a Category 4 hurricane after causing widespread and
catastrophic damage in the Caribbean as a Category 5 hurricane.
Hurricane Maria, a Category 5 hurricane, did not make US landfall,
but caused significant devastation in the Caribbean and US
territories, namely Puerto Rico and USVI.
The
Company estimates, as of September 28, 2017, that the impact to its
capital relating to losses from the above three named hurricanes,
collectively, are expected to be between an aggregate of $17.5
million and $25.5 million. The Company’s estimate is
preliminary and is based on claims received to date and industry
assessments of damages and exposure. Accordingly, the
Company’s actual ultimate net loss from these hurricanes may
differ materially from this preliminary estimate.
Share Repurchase Program
In May 2016, the
Company authorized a share repurchase program (the “Share
Repurchase Program”), pursuant to which the Company had been
authorized, from time to time, to purchase shares of its common
stock for an aggregate repurchase price not to exceed $2 million.
The Share Repurchase Program was set to expire on December 31,
2017. On September 28, 2017, the Company discontinued the
Share Repurchase Program. Through September 28, 2017, the Company
had repurchased an aggregate of 326,413 shares for an aggregate of
$1.8 million under the Share Repurchase Program.
The
Company had previously adopted a Rule 10b5-1 share repurchase plan
under the Securities Exchange Act of 1934 (the “Plan”)
in connection with the Share Repurchase Program. The Plan allowed
the Company to repurchase its shares at times when it otherwise
might be prevented from doing so under insider trading laws or
because of self-imposed trading blackout periods. The Company has
cancelled the Plan effective September 28, 2017.
Forward-Looking Statements
This
Form 8-K contains 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. Some of
these risks and uncertainties are identified in the Company’s
Form 10-K filed with the SEC on March 13, 2017 and the
Company’s other filings with the SEC, and such risks,
including, without limitation. 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 Form 8-K
speak only as of the date of this Form 8-K and, except as required
by law, the Company undertakes no obligation to update any
forward-looking statement contained in this Form 8-K, even if the
Company’s expectations or any related events, conditions or
circumstances change.
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.
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OXBRIDGE
RE HOLDINGS LIMITED
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Date: September 28,
2017
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By:
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/s/
Wrendon
Timothy
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Wrendon
Timothy
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Chief
Financial Officer and Secretary
(Principal
Accounting Officer and
Principal Financial
Officer)
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