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 2,
2021
_________________
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in 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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Suite 201
42 Edward Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
(Address
of Principal Executive Office)
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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))
Item 5.02 Compensatory Arrangements of Certain
Officers
On March 2, 2021, our Board of Directors issued options to purchase
ordinary shares to our executive officers and directors under grant
agreements made under our 2014 Omnibus Incentive Plan. Jay
Madhu, our President and Chief Executive Officer, was granted
options to purchase an aggregate of 175,000 ordinary shares.
Wrendon Timothy, our Chief Financial Officer, was granted options
to purchase an aggregate of 75,000 ordinary shares. Each of our
directors, Raymond Cabillot, Dr. Mayur Patel and Krishna Persaud
was granted an option to purchase 50,000 ordinary shares. The
stock options are subject to forfeiture upon termination of
employment or service (subject to certain post-termination windows
to exercise vested stock options) and restrictions on
transfer. The options will vest in increments of 6.25% each
on a quarterly basis over a four-year period and will expire on the
10th
anniversary of the date of grant
unless earlier exercised or earlier terminated due to termination
of employment. The options were granted at an exercise price
of $6.00 (US) per ordinary share.
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.
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: March 5,
2021
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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
Financial Officer and
Principal
Accounting Officer)
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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
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Exhibit No.
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Description
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Form of Stock
Option Agreement under
Oxbridge Re Holdings Limited 2014 Omnibus Incentive Plan
((Incorporated herein by reference to Exhibit
10.2 to the Form 8-K filed on January 28,
2015)
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