Blueprint
Prospectus Supplement Filed Pursuant to Rule
424(b)(3)
Registration No. 333-193577
PROSPECTUS SUPPLEMENT NO. 35
DATED MAY 16, 2018
(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. 35 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. 34 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. 35 is not complete without,
and may not be delivered or used except in connection with, the
original Prospectus and Supplement No. 1 through No. 34
thereto.
This
Prospectus Supplement No. 35 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 16, 2018.
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. 35 (or the original Prospectus or
Supplement No. 1 through No. 34 thereto) is truthful or complete.
Any representation to the contrary is a criminal
offense.
The
date of this Prospectus Supplement No. 35 is May 16,
2018.
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 11,
2018
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in its Charter)
Cayman Islands
|
001-36346
|
98-1150254
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
EmployerIdentification No.)
|
Strathvale House, 2nd Floor
90 North Church Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
(Address
of Principal Executive Offices)
|
KY1-9006
(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))
Item
5.07. Submission of Matters to a Vote
of Security Holders.
On May 11, 2018, the Company held its 2018 Annual
Meeting of Shareholders. The Company previously filed the Proxy
Statement and related materials pertaining to the Annual Meeting of
Shareholder with the Securities and Exchange
Commission. On the record date
of April 3, 2018, there were 5,733,587 ordinary shares outstanding
and entitled to vote at the Annual Meeting of
Shareholders.
Proposal 1: Election of Directors
Four nominees for the Board of Directors were
elected to serve as directors of the Company, each to hold
office in accordance with the Articles of Association of the
Company until the annual general meeting of shareholders of the
Company in 2019. The tabulation of
votes was as follows:
Director Nominee
|
|
Votes For
|
|
Votes Against
|
|
Abstain
|
|
|
|
|
|
|
|
Sanjay
Madhu
|
|
2,999,915
|
|
1,412
|
|
85,040
|
|
|
|
|
|
|
|
Krishna
Persaud
|
|
3,084,837
|
|
1,510
|
|
20
|
|
|
|
|
|
|
|
Ray
Cabillot
|
|
3,086,337
|
|
10
|
|
20
|
|
|
|
|
|
|
|
Mayur
Patel, M.D.
|
|
3,085,837
|
|
510
|
|
20
|
Proposal 2: Ratification of the
Appointment of Independent Auditor
The
appointment of Hacker, Johnson & Smith, P.A. as the
Company’s independent auditor for the fiscal year ending
December 31, 2018 was ratified as set forth below:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
3,086,367
|
|
-
|
|
-
|
|
-
|
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.
|
OXBRIDGE
RE HOLDINGS LIMITED
|
|
|
|
|
|
Date: May 16,
2018
|
By:
|
/s/
Wrendon
Timothy
|
|
|
|
Wrendon
Timothy |
|
|
|
Chief Financial
Officer and Corporate 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.