Current Report Filing (8-k)
March 21 2019 - 4:11PM
Edgar (US Regulatory)
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 21,
2019
_________________
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
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KY1-9006
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(Address
of Principal Executive Office)
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(Zip
Code)
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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))
Item 5.02 Compensatory Arrangements of Certain
Officers
On March 16, 2019, our Board of Directors issued options to
purchase ordinary shares to our two executive officers 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 200,000 ordinary shares. Wrendon Timothy,
our Chief Financial Officer, was granted options to purchase an
aggregate of 90,000 ordinary shares. The stock options are subject
to forfeiture upon termination of employment (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 10
th
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
$2.00 (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 21,
2019
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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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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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