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 16, 2025

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. 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 8.01 Other Events.

On September 16, 2025, Oxbridge Re Holdings Limited (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to its Registration Statement on Form S-3 (Registration No. 333-287186) permitting the Company to sell $2,021,889 of the Company’s ordinary shares pursuant to the equity distribution agreement with Maxim Group LLC. As of the date hereof, the Company had offered and sold $4.58 million ordinary shares during the prior 12 months. Thus, $1,672,714 remains available to be sold pursuant to the prospectus supplement. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Company’s ordinary shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01(d) Financial Statements and Exhibits.

5.1	Opinion of Maples and Calder (Cayman) LLP
23.1	Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 16, 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.

OXBRIDGE RE HOLDINGS Ltd 8-K