Blueprint
Prospectus Supplement Filed Pursuant to Rule
424(b)(3)
Registration No. 333-193577
PROSPECTUS SUPPLEMENT NO. 27
DATED MAY 25, 2017
(To Prospectus Declared Effective on February 28, 2014
and Dated March 21, 2014)
OXBRIDGE RE HOLDINGS LIMITED
Maximum of 4,884,650 Units
Minimum of 1,700,000 Units
Each Unit Consisting of One Ordinary Share and One
Warrant
This
Prospectus Supplement No. 27 supplements information contained in,
and should be read in conjunction with, that certain Prospectus,
dated March 21, 2014, of Oxbridge Re Holdings Limited, as
supplemented by that certain Prospectus Supplement No. 1 through
No. 26 thereto, relating to the offer and sale by us of up to
4,884,650 units, each unit consisting of one ordinary share and one
warrant. This Prospectus Supplement No. 27 is not complete without,
and may not be delivered or used except in connection with, the
original Prospectus and Supplement No. 1 through No. 26
thereto.
This
Prospectus Supplement No. 27 includes the following document, as
filed by us with the Securities and Exchange
Commission:
●
The attached
Current Report on Form 8-K of Oxbridge Re Holdings Limited, as
filed with the Securities and Exchange Commission on May 25,
2017.
Our units began trading
on the Nasdaq Capital Market under the symbol “OXBRU.”
When the units were split into their component parts, the units
ceased trading and our ordinary shares and warrants began trading
separately on the Nasdaq Capital Market under the symbols
“OXBR” and “OXBRW”
respectively.
The
Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities or determined if
this Prospectus Supplement No. 27 (or the original Prospectus or
Supplement No. 1 through No. 26 thereto) is truthful or complete.
Any representation to the contrary is a criminal
offense.
The
date of this Prospectus Supplement No. 27 is May 25,
2017.
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): May 24,
2017
_________________
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in Charter)
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 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))
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 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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May 24, 2017, Allan Martin, a director of Oxbridge Re Holdings
Limited (the “Company”), notified the Company that he
has decided to resign from the Company’s Board of Directors
effective May 31, 2017. Mr. Martin’s decision to resign did
not involve any disagreements with the Company, the Company’s
management or the Board of Directors
on any matter relating to the Company's operations, policies or
practices.
The Company is actively engaged in a search for a new independent
director to replace Mr. Martin and intends to find a suitable
replacement as soon as practicable.
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: May 25,
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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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.