OXBR 10-K & 10-Q changes, risk factors and insider trading
OXBRIDGE RE HOLDINGS Ltd (also OXBRW) · Nasdaq · Fire, Marine & Casualty Insurance · CIK 1584831 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Our use of fair value accounting of our significant investment in Jet.AI Inc. could result in income statement volatility, which in turn, could cause significant market price and trading volume fluctuations for our securities.”
Removed heading “We will likely be exposed to credit risk due to the possibility that counterparties may default on their obligations to us.”
Largest changes
“Due to our investments in our portfolio, we are exposed to credit risk due to the possibility that counterparties may default on their obligations to us. Issuers or borrowers whose securities or debt we hold, customers, reinsurers, clearing agents, exchanges, clearing houses and other financial intermediaries and guarantors may default on their obligations to us due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud or other reasons. …”see in full comparison
“We will likely be exposed to credit risk due to the possibility that counterparties may default on their obligations to us.”see in full comparison
“Our use of fair value accounting of our significant investment in Jet.AI Inc. could result in income statement volatility, which in turn, could cause significant market price and trading volume fluctuations for our securities.”see in full comparison
“Our significant beneficial interests in Jet.AI Inc.’s common stock and public warrants are recorded at fair value with changes in fair value being recorded in the consolidated statements of operations during the period of change. Additionally, the fair value of the investment must be remeasured quarterly. Because of this, and due to significance of our investment in Jet.AI relative to our total assets, our earnings may experience greater volatility in the future as a decline in the fair value of our investment in Jet.AI Inc. …”see in full comparison
Our Web3-focused RWA tokenization business is still in the development stage, and our operating history in such business has been limitedsee in full comparisonlimitedto the development and issuance of a token for participation in reinsurance contracts underwritten by our Oxbridge Re NS subsidiary.subsidiary.We have not yet announced any revenue-producing activities for tokenization of RWAs that are held by or being acquired by third parties, and we may not be able to successfully complete the development of any products or services relating to tokenization of third-party RWAs. Accordingly, we have only a very limited operating history and limited experience in this business and have not earned any revenues to date in this business (other than limited management fees from the issuance of theEpsilonCattokens in T42 and T20, ZetaCat Re and EtaCat Re, EpsilonCat Re and DeltaCat ReTokensofferings,). If we are not able to develop this business as planned, we may not be able to generate material revenues from our developing tokenization business.
Full comparison: every changed paragraph (8)
Our
Web3-focused RWA tokenization business is still in the development stage, and our operating history in such business has been limited
limited to the development and issuance of a token for participation in reinsurance contracts underwritten by our Oxbridge Re NS subsidiary.
subsidiary. We have not yet announced any revenue-producing activities for tokenization of RWAs that are held by or being acquired
by third parties,
and we may not be able to successfully complete the development of any products or services relating to
tokenization of third-party RWAs.
Accordingly, we have only a very limited operating history and limited experience in this business
and have not earned any revenues to
date in this business (other than limited management fees from the issuance of the EpsilonCattokens in T42 and T20, ZetaCat Re and EtaCat Re, EpsilonCat
Re and DeltaCat Re Tokensofferings,). If we are not able to develop this business as planned, we may not be able to generate material revenues
from our developing tokenization business.
Our
use of fair value accounting of our significant investment in Jet.AI Inc. could result in income statement volatility, which in turn,
could cause significant market price and trading volume fluctuations for our securities.
Our
significant beneficial interests in Jet.AI Inc.’s common stock and public warrants are recorded at fair value with changes in fair
value being recorded in the consolidated statements of operations during the period of change. Additionally, the fair value of the investment
must be remeasured quarterly. Because of this, and due to significance of our investment in Jet.AI relative to our total assets, our
earnings may experience greater volatility in the future as a decline in the fair value of our investment in Jet.AI Inc. could significantly
reduce both our earnings and shareholders’ equity, which in turn, could cause significant market price and trading volume fluctuations
for our securities.
Although
we currently only employ threefour individuals, two of whom are
members of senior management, our future success may depend to a
significant extent on the efforts of our senior management and other
key personnel (who have not yet been hired) to implement our
business strategy. We believe there are only a limited number of available,
qualified executives with substantial experience in our
industry. In addition, we will need to add personnel, including underwriters,
to implement our business strategy. We could face
challenges attracting personnel to the Cayman Islands. Accordingly, the loss of the
services of one or more of the members of our
senior management or other key personnel (when hired), or our inability to hire and retain
other key personnel, could delay or
prevent us from fully implementing our business strategy and, consequently, significantly and negatively
affect our
business.
We
are a holding company and do not have any significant operations
or assets other than our ownership of the shares of our subsidiaries
Oxbridge Reinsurance LimitedLimited, and80% of Oxbridge Re NS.NS and 80% of SurancePlus.
Dividends and other permitted distributions from our subsidiaries will be our primary
source of funds to meet ongoing cash requirements,
including future debt service payments, if any, and other expenses, and to pay dividends
to our shareholders if we choose to do so. Our
subsidiaries will be subject to applicable law as well as significant regulatory restrictions
limiting their ability to declare and pay
dividends. The inability of our subsidiaries to pay dividends in an amount sufficient to enable
us to meet our cash requirements at the
holding company level could have an adverse effect on our operations and our ability to pay dividends
to our shareholders if we choose
to do so and/or meet our debt service obligations, if any.
We
will likely be exposed to credit risk due to the possibility that counterparties may default on their obligations to us.
Due
to our investments in our portfolio, we are exposed to credit risk due to the possibility that counterparties may default on their obligations
to us. Issuers or borrowers whose securities or debt we hold, customers, reinsurers, clearing agents, exchanges, clearing houses and
other financial intermediaries and guarantors may default on their obligations to us due to bankruptcy, insolvency, lack of liquidity,
adverse economic conditions, operational failure, fraud or other reasons. Such defaults could have a significant and negative effect
on our results of operations, financial condition and cash flows.
Provisions
of our ThirdFourth Amended and Restated Memorandum and Articles of Association (“Articles”) could adversely affect the value of
our securities.
Management's Discussion & Analysis (MD&A)
New heading “Cash Flows for the Year ended December 31, 2025 (in thousands)”
Removed heading “Jet.AI and Sponsor payments”
Removed heading “Bridge Loan with Affiliate”
Removed heading “Cash Flows for the Year ended December 31, 2023 (in thousands)”
Largest changes
“On February 28, 2023, the Company announced in a press release that Oxbridge Acquisition filed a Current Report on Form 8-K with the Securities and Exchange Commission in connection with Oxbridge Acquisition’s business combination with Jet Token Inc., a Delaware corporation. Upon the closing of the transaction, the combined company became Jet.AI Inc. Jet.AI offers fractional aircraft ownership, jet card, aircraft brokerage and charter service through its fleet of private aircraft and those of Jet.AI’s Argus Platinum operating partner. …”see in full comparison
“Cash Flows for the Year ended December 31, 2023 (in thousands)”see in full comparison
“As of December 31, 2025, we believe we had sufficient cash flows from operations to meet our liquidity requirements. We expect that our operational needs for liquidity will be met by cash, investment income, proceeds of $1,000,000 from the promissory note and funds generated from underwriting and tokenization activities. The promissory note has a 6-month maturity, with the outstanding principal and 16% (annualized) interest due and payable on August 14, 2026, unless repaid earlier. The proceeds from note are being used for working capital and general corporate purposes. …”see in full comparison
“The Securities Purchase Agreement provides that, subject to certain exceptions, until 60 days after the closing of the Offering, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ordinary shares or ordinary share equivalents. …”see in full comparison
“As of December 31, 2024, we believe we had sufficient cash flows from operations to meet our liquidity requirements. We expect that our operational needs for liquidity will be met by cash, investment income and funds generated from underwriting activities. We have no current plans to issue debt and expect to fund our operations for the foreseeable future from operating cash flows, as well as from potential future equity offerings, including our ATM facility and registered direct offerings. …”see in full comparison
Full comparison: every changed paragraph (50)
The
following is a discussion and analysis of our results of operations for the years ended December 31, 20242025 and 20232024 and our financial
condition as of December 31, 20242025 and 2023.2024. The following discussion should be read in conjunction with our consolidated financial statements
and related notes included elsewhere in this Annual Report on Form 10-K. References to “we,” “us,” “our,”
“our company,” or “the Company” refer to Oxbridge Re Holdings Limited and its subsidiaries, Oxbridge Reinsurance
Reinsurance Limited, Oxbridge Re NS, SurancePlus Holdings Ltd., SurancePlus,SurancePlus Inc. and DSN Blockchain Technologies Ltd., unless the context dictates
dictates otherwise.
In
addition to our historical reinsurance business operations, in 2023, our newestsubsidiary subsidiary,SurancePlus SurancePlus,Inc. (“SurancePlus”) began
developing, offering,
and selling a tokenized reinsurance security representing fractionalized interests in reinsurance contracts, with
each token representing
an interest in participating notes issued by Oxbridge Re NS. These efforts culminated in the development, launch,
and issuance of our
first tokenized reinsurance security, the DeltaCat Re Token, which we believe is the first “on-chain”
reinsurance security
of its kind to be developed by a subsidiary of a public company. InFollowing 2024,the issuance of the DeltaCat Re Token
in 2023, we launchedissued EpsilonCat Re andtoken in 2025,2024, we launchedissued ZetaCat
Re and EtaCat Re,Re in 2025, launched T42:2027 and weT20:2027 tokenized reinsurance
securities in 2026, representing high yield and balanced yield tokens, and intend to develop, launch, and issue additional series of
tokenized reinsurance securities representing fractional
interests in reinsurance contracts,contracts andin wethe future. We are also using our tokenization
experience and activities as a foundation for developing Web3-focused
business offerings and products relating to the tokenization of
other RWAs,real-world assets (RWAs), including RWAs held or being acquired by third parties. Our
tokenization business will be conducted through
SurancePlus and through other subsidiaries of our 80% owned subsidiary, SurancePlus
Holdings Ltd. (“SurancePlus Holdings”),
a Cayman Islands exempted company that we have organized to serve as a holding company
for subsidiaries that will operate our developing
Web3-focused business operations.
SurancePlus, an indirect 80% owned subsidiary of the Company, was originally incorporated as a British Virgin Islands Business Company on December 19, 2022 for the purpose of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.
On
March 18, 2024, Oxbridge Re Holdings Limited (the “Company”)
and its indirect 80% owned subsidiary SurancePlus Inc. (“SurancePlus”),
a British Virgin Islands Business Company, announced
the commencement of an offering by SurancePlus of Participation Shares (the “Securities”) represented by digital tokens to
be issued under a 3-year Participation Share Investment Contract (the “PSIC”). The Participation
Shares are not shares in
SurancePlus and shall have no preemptive right or conversion rights. The Participation Shares solely conferred
confered contractual rights against
SurancePlus as contained in the PSIC. The quantity of Participation Shares to be issued in subsequent years
of 2025, and 2026, shall be
disclosed prior to their issuances. At the start of the offering, the Participation Shares were offered at
an initial price of $10.00
per Participation Share.
On
July 12, 2024, SurancePlus completed athe privatePrivate placement.Placement. The
aggregate amount raised in the Private Placement was $2,878,048 Participation
Shares (the “Securities”) represented by digital
tokens issued under a 3-year Participation Share Investment Contract (for
the issuance of 287,805287,808 of the Participation Shares represented
by the digital tokens, of which approximately $1,469,000 was received
from third-party investors and approximately $1,409,000 was received
from Oxbridge Re Holdings Limited.
On July 31, 2025, SurancePlus completed its private placement (the “Private Placement”) of Participation Shares (the “Securities”) represented by digital tokens issued under a 3-year Participation Share Investment Contract (the “PSIC”). On July 31, 2025, SurancePlus entered into subscription agreements with investors in the Private Placement with respect to 361,191 of the Participation Shares represented by the digital tokens, ZetaCat Re (156,191 tokens) and EtaCat Re (205,000 tokens) at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $3,611,910. The tokens were issued on the Avalanche blockchain. Ownership of the ZetaCatRe and EtaCatRe tokenized Participation Shares indirectly conferred fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2025-2026 treaty year. The Participation Shares are not shares in SurancePlus and have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC.
On
February 28, 2023, the Company announced in a press release that Oxbridge Acquisition filed a Current Report on Form 8-K with the
Securities and Exchange Commission in connection with Oxbridge Acquisition’s business combination with Jet Token Inc., a
Delaware corporation. Upon the closing of the transaction, the combined company became Jet.AI Inc. Jet.AI offers fractional aircraft
ownership, jet card, aircraft brokerage and charter service through its fleet of private aircraft and those of Jet.AI’s Argus
Platinum operating partner. Jet.AI’s charter app enables travelers to look, book and fly. The funding and capital markets
access from this transaction is expected to enable Jet.AI to continue its growth strategy of AI software development and fleet
expansion. The business combination was completed on August 10, 2023.
Jet.AI
and Sponsor payments
During
the year ended December 31, 2024, the Series A-1 preferred shares held by the Sponsor were redeemed by Jet.AI for an aggregate
amount of $675,000. The Sponsor distributed $393,195 to the Company representing the repayment of its extension loan of $284,765, working
capital loan of $61,906, and dividend redistribution of $46,524.
Bridge
Loan with Affiliate
On
September 11, 2023, the Company, along with seven (7) other investors, entered into a binding term sheet (“Bridge Agreement”)
with Jet.AI to provide Jet.AI with an aggregate sum of $500,000 of short-term bridge financing pending its receipt of funds from its
other existing financing arrangements.
The Bridge Agreement provided for
the issuance of Notes in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The Notes bore interest
at 5% per annum and matured on March 11, 2024.
The Company invested the sum of $100,000 in the Notes and is recorded as “Loan Receivable” on the consolidated
balance sheets at cost at December 31, 2023. On March 11, 2024, the Notes matured and were redeemed by Jet.AI in accordance with the
Bridge Agreement. The Company received an aggregate of $141,000 upon the redemption of the Notes.
On July 9, 2025, the Company entered into a new offering agreement (“New Offering Agreement”) with the Sales Agent, pursuant to which the Company could offer and sell, from time to time, through the Sales Agent up to $5 million of the Company’s Ordinary Shares. The expiration date of the New Offering Agreement is the earlier of (i) the issuance and sale of the Ordinary Shares having an aggregate offering price equal to $5 million, or (ii) the termination of the Offering Agreement by either the Sales Agent or the Company, in each such party’s sole discretion, upon the provision of thirty (30) days’ written notice. The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of the Ordinary Shares sold by the Sales Agent pursuant to the New Offering Agreement. The New Offering Agreement replaced our prior sales agreement dated September 30, 2022 with the Sales Agent pursuant to which the Company sold Ordinary Shares having an aggregate sales price of $4.6 million.
The
Ordinary Shares were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-262590), and offerings
of the Ordinary Shares will bewere made only by means of a prospectus supplement.
Subsequent
to December 31, 2024, we have sold 97,715 ordinary shares under the ATM program for gross proceeds of $448,858 at an average price of
$4.59 per share. After deducting commissions related to the ATM offering of $13,465, the net proceeds we received from the transactions
were $435,393. The proceeds from the ATM sales are being used for general corporate purposes.
The
Investor purchased approximately
$3.0 million in the Offering, consisting of an aggregate of 705,884 ordinary shares, an aggregate of 1,411,768 warrants consisting of
Series A Warrants
to purchase up to an aggregate of 529,413 ordinary shares (the “Series A Warrants”) and Series B Warrants
to purchase up
to an aggregate of 882,355 ordinary shares (the “Series B Warrants”) and together with the Series A Warrants,(collectively, the “Warrants”).
The combined effective Offering price for each ordinary share and the accompanying Warrants was $4.25. The Series A Warrants arewere immediatelyexercisable
exercisable,as expireof twoFebruary years24, from2025 thewith initialan exerciseexpiration date of February 24, 2027 and have an exercise price of $4.25 per share. The Series B Warrants will
bewere exercisable on the earlieras of theMay 8, 2025 with an expiration date of shareholderMay approval8, or six months from the date of issuance, expire five years from the
initial exercise date2030 and have an exercise price equal to the lower of (i) $5.00 and (ii) from and after the date the Company receives
shareholder approval, $4.25 per share.
The
Securities Purchase Agreement provides that, subject to certain exceptions, until 60 days after the closing of the Offering, neither
the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of
any ordinary shares or ordinary share equivalents. The Securities Purchase Agreement also provides that, subject to certain exceptions,
for 60 days after the closing of the Offering, the Company will be prohibited from effecting or entering into an agreement to effect
any issuance by the Company or any of its subsidiaries of ordinary shares or ordinary share equivalents (or a combination of units thereof)
involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement).
The
net proceeds to the Company
from the Offering, after deducting the fees of Maxim Group LLC (the “Placement Agent”) and the
Company’s estimated offering
expenses, are expected to bewere approximately $2.7 million.
The
ordinary shares are beingwere offered
and sold pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-262590)
previously filed with the Securities
and Exchange Commission (the “SEC”) and declared effective, the base prospectus included
therein and the related prospectus
supplement. The Warrants were issued in a private placement and were exempt from registration under
the Securities Act of 1933, as amended
(the “Securities Act”), in reliance on Section 4(a)(2) thereof as a transaction not
involving a public offering and/or Rule
506 of Regulation D promulgated thereunder. The Company has agreed to file a registration statement
providing for the resale by the Investors of the ordinary shares issuable upon exercise of the Warrants within 60 days of the date of
the Securities Purchase Agreement.
The
Company has agreed to hold an annual or special meeting on or before June 30, 2025, to have shareholders approve the issuance of the
ordinary shares underlying the Series B Warrants at the combined effective offering price of $4.25 pursuant to applicable Nasdaq rules.
The
Company paid the Placement
Agent a cash fee of 6.0% of the gross proceeds from the Offering and reimbursereimbursed the Placement Agent for its
expenses, including the reimbursement
of legal fees up to an aggregate of $45,000.
Income from our investments is primarily comprised of net realized and unrealized gains (losses), interest income and dividends on investment securities. Such income is primarily from the Company’s investments, which includes other investments in Jet.AI and investments held in trust accounts that collateralize the reinsurance policies that we write. The investment parameters for trust accounts are generally be established by the cedant for the relevant policy.
During
the year ended December 31, 2024,2025, the Company’s subsidiary, SurancePlus, effectively entered into subscription agreements
for the sale of EpsilonCat
ZetaCat Re and EtaCat Re Participation Shares representing fractionalized interest in reinsurance contracts underwritten
by Oxbridge Re NS. The EpsilonCat
ZetaCat Re and EtaCat Re Tokens were issued on the Avalanche blockchain.
SurancePlus
receives an incentive, technology, origination and management (“ITOM”) fee to cover costs associated with origination, structuring
and the blockchain technology related to the EpsilonCatZetaCat Re and EtaCat Re Tokens. These fees are included in SurancePlus fees income line
item in the
consolidated statement of operations.
General.
Net loss for the year ended December 31, 20242025 was $2.7$2.08 million or $0.45$0.28 basic and diluted loss per share compared to a net loss
of of
$9.9$2.72 million or $1.69$0.45 basic and diluted earningsloss per share for the year ended December 31, 2023.2024. The change is primarily due to the
higher overall revenues driven by significant decrease
in the negative change in theunrealized fairloss value ofon other investmentsinvestments, partially offset higher expenses and
higher underwriting losses borne by tokenholders during the year ended December 31, 2024,2025, when compared with the prior year.period.
Net
premiums earned for the year ended December 31, 2024 increased to $2.3 million, from $1.26 million for the year ended December 31, 2023.
This increase is primarily attributed to the higher rates on contracts as well as the prior period recognizing only seven months of premiums
due to the acceleration of premiums on contracts in force during the year ended December 31, 2023. In contrast, the current year ended December 31,
2024 accounted for a full twelve (12) months of premiums.
Losses
Incurred.Net Therepremiums were no losses incurredearned for the yearyears ended December 31, 20242025 and 2023.2024 was $2.3 million.
Losses Incurred. During the year ending December 31, 2025, two of our reinsurance contracts experienced adverse loss development stemming from Hurricane Milton, and we recognized a full limit loss of $2.3 million on one contract, and a partial loss of $442,000 on the second contract. There were no losses incurred during the year ended December 31, 2024. The net impact of the Hurricane Milton’s loss on the Company’s equity, after accounting for the portion of losses borne by external tokenholders’, is $1.43 million.
Policy
Acquisition Costs and Underwriting Expenses. Acquisition costs represent the amortization of the brokerage fees and federal excise
taxes incurred on reinsurance contracts placed. Policy acquisition costs and underwriting expenses for the year ended December 31, 20242025
increaseddecreased to $254,000$252,000 from $141,000$254,000 for the year ended December 31, 2023.2024. The increasesdecreases are primarily due to the prior year recognizing
only seven (7) months of policy acquisition costs because of premium and acquisition costs accelerationrates on thecontracts reinsurance contractsin
in force at December 31, 2022. In contrast,during the current year ended December 31, 20242025, accountedwhen forcompared ato fullprior twelve (12) months of policy
acquisition costs.year.
General
and Administrative Expenses. General and administrative expenses for the year ended December 31, 20242025 decreasedincreased to $1.9$3.05
million million
from $2.2$1.92 million for the year ended December 31, 2023.2024. The decreaseincrease in 20242025 is due to expenseincreased fluctuationsprofessional along with efficiencies associatedcosts
with SurancePlus offerings being recognized during the year, in additionrelating to previousinvestor recognitionrelations, ofour web3 subsidiary tokenization costs, S-3 related costs, increased human resources and personnel
costs associatedand withlegal Maxim equity
distribution agreement in 2023.expenditures.
Premiums
Assumed. We use gross premiums assumed to measure our sales of reinsurance products. Gross premiums assumed also correlates to
our ability to generate net premiums earned. SeePremiums alsoassumed decreased by $104,000 from $2.37 million to $2.27 million for the analysisyear aboveended relatingDecember to31, the growth in premiums assumed.2025.
Loss
Ratio. The loss ratio is the ratio of losses and loss adjustment expenses incurred to premiums earned and measures the underwriting
profitability of our reinsurance business. The loss ratio remainedincreased consistentto at 0%119.9% for the year ended December 31, 20242025, andfrom 2023.0% for the year
ended December 31, 2024. This was due to the losses recognized on our reinsurance contracts affected by Hurricane Milton.
Acquisition
Cost Ratio. The acquisition cost ratio is the ratio of policy acquisition costs and other underwriting expenses to net premiums
earned. The acquisition cost ratio measures our operational efficiency in producing, underwriting and administering our reinsurance business.
The acquisition cost ratio decreasedremained marginallyunchanged to 11.0% forduring the year ended December 31, 20242025 from 11.2%11.0% in the prior year.
Expense
Ratio. The expense ratio is the ratio of policy acquisition costs, other underwriting expensescosts and general and administrative
expenses to net premiums earned.
We use the expense ratio to measure our operating performance. The expense ratio decreasedincreased from 185.2%
94.3% for the year ended December 31, 2023
2024 to 94.3144.2 % for the year ended December 31, 2024.2025. The decreaseincreases isare primarily due to theincreased higherprofessional levelscosts ofrelating premiumto investor
earnedrelations and lowerour generalweb3 administrativesubsidiary expensesmarketing incurredand operations, renewed S-3 related costs, increased human resources and personnel costs
and legal expenditures during the year ended December 31, 2024.2025, when compared with the prior year.
Combined
Ratio. We use the combined ratio to measure our underwriting performance. The combined ratio is the sum of the loss ratio and
the expense ratio. The combined ratio decreasedincreased from 185.2%94.3% for the year ended December 31, 20232024 to 94.3264.1 % for the year ended December
31, 2024.2025. The decreaseincrease is due to the higher levels of premium earnedgeneral and lower general administrative expenses and the losses incurred during theyear year
ended December
31, 2024.2025, when compared with the prior year.
Restricted
Cash and Cash Equivalents. As of December 31, 2024,2025, our cash and restricted cash increased by $2.2$1.08 million to $5.9$6.98 million from
$3.7$5.89 million as of December 31, 2023.2024. The increase is primarily due to new collateral deposits for treaty year ending May 31, 20252026, more
than offsetting funds being released from the underlying trusts for treatyloss yearpayments endingduring May2025 31,relating 2024.to Hurricane Milton.
Investments.
As of December 31, 2024,2025, our equity securities decreased by $567,000$113,000 to $113,000,$0, from $680,000$113,000 as of December 31, 2023.2024. The decrease
decrease is primarily a result of the sale of two of the equity securities andduring the decrease in value of the equity securities during
the year ended December 31, 2024.2025.
Other
investments. As of December 31, 2024, our other investments decreased to $48,000 from $2.48 million at December 31,
2023. The decrease is due primarily to the fair value changes of our investment in Jet.AI in which the Company has an equity
investment measured at fair value as well as proceeds on redemption of Series A-1 Preferred Stock.
OtherMezannine
liabilitiesEquity – EpsilonCat Re / DeltaCat Re / ZetaCat Re and DeltaCatEtaCat Re Tokenholders. As of December 31, 2024,2025, amounts due
to CatRe tokenholders
increased decreased by $1.2 million, to $1.73 million$518,000 from $1.52$1.73 million at December 31, 2023.2024. The increasedecrease is due to the proceedstokenholders
share from third-party investors
purchasingin the EpsilonCatlimit Reloss participationexperienced sharesduring represented2025 on our reinsurance contracts affected by digitalHurricane tokens (net of management fees), plus seven months of
underwriting-relating income that is attributable to third-party tokenholders outweighing returns paid to investors who invested in
DeltaCat Re.Milton.
Unearned
Premiums Reserve. As of December 31, 2024,2025, our unearned premiums reserve increaseddecreased by $76,000,$65,000, to $991,000$926,000 from $915,000$991,000 at December
31, 2024. The increasedecrease is due to net recognition of reinsurance premium on contracts placedin forforce during the 2024-2025year treatyended year.December 31, 2025.
We
are organized as a holding company and provide administrative and management services to our subsidiaries, as well as to Oxbridge
Acquisition up to the time of its business combination with Jet.AI in August 2023.subsidiaries. Our operations are conducted
through our reinsurance subsidiaries, Oxbridge Reinsurance
Limited and Oxbridge Re NS and our Web3web3 focused subsidiary,subsidiary SurancePlus,SurancePlus Inc.
which includes the underwriting ofunderwrites risks associated with
our property and casualty reinsurance programs,programs as well as the tokenization of RWAs such as reinsurance Reinsurance
contracts. We have minimal
continuing cash needs at the holding company level, with such needs principally being related to the payment
of administrative
expenses and shareholder dividends (if any).dividends. There are restrictions on Oxbridge Reinsurance Limited’s and Oxbridge Re
NS’ ability to pay dividends which are described in more detail below.
As of December 31, 2025, we believe we had sufficient cash flows from operations to meet our liquidity requirements. We expect that our operational needs for liquidity will be met by cash, investment income, proceeds of $1,000,000 from the promissory note and funds generated from underwriting and tokenization activities. The promissory note has a 6-month maturity, with the outstanding principal and 16% (annualized) interest due and payable on August 14, 2026, unless repaid earlier. The proceeds from note are being used for working capital and general corporate purposes. We intend to pay the promissory note in June 2026 after the expected release of approximately $5 million of our collateral cash held in trust account in June 2026, following the end of a successful 2025/26 treaty period.
As
of December 31, 2024, we believe we had sufficient cash flows from operations to meet our liquidity requirements. We expect that our
operational needs for liquidity will be met by cash, investment income and funds generated from underwriting activities. We have no current
plans to issue debt and expect to fund our operations for the foreseeable future from operating cash flows, as well as from potential
future equity offerings, including our ATM facility and registered direct offerings. However, we cannot provide assurances that in the future we will not incur indebtedness to implement our business
strategy, pay claims or make acquisitions.
Cash Flows for the Year ended December 31, 2025 (in thousands)
Net cash used in operating activities for the year ended December 31, 2025 totaled $1,348 which consisted primarily of cash received on net written premiums less cash disbursed for operating expenses. Net cash provided by investing activities was $120 which is consisted of proceeds from sale of equity securities and the purchase of an office vehicle. Net cash provided by financing activities was $2,311 which consisted of net proceeds from issuance of ordinary shares through the Company’s ATM facility and the registered direct offering completed during the period.
Net cash used in operating activities for the year ended December
31, 2024
totaled $1,232,$(284) which consisted primarily of cash received on net written premiums less cash disbursed for operating expenses.
Net cash
provided by investing activities of $780 which is due proceeds from sale of equity securities, as well as proceeds from redemption
of of
investment in note receivable and Series A-1 Preferred Stock from Jet.AI. Net cash provided by financing activities was $2,600$1,652 which
consisted consisted
of net proceeds from EpsilonCat Re and proceeds from the issuance of ordinary shares through the Company’s ATM facility.
Cash
Flows for the Year ended December 31, 2023 (in thousands)
Net
cash used in operating activities for the year ended December 31, 2023 totaled $1,260, which consisted primarily of cash received on
net written premiums less cash disbursed for operating expenses. Net cash used in investing activities of $105 which due mainly to investment
in note receivable from Jet.AI. Net cash provided by financing activities was $1,182 which consisted primarily of net proceeds from Delta
Cat Re Tokens offset by the partial redemption payment made to noteholders.
As
at December 31, 20242025 we had no reserves for loss and loss adjustment expenses of $91,000 due to no significant events occurring during the yearadverse development of Hurricane Milton
and no reported claims on contractour inreinsurance force.contracts. See Note 7 to the consolidated financial statements.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to our risk factors during the six-months ended June 30, 2026.
Full comparison: every changed paragraph (1)
There
have been no material changes to our risk factors during the three-monthssix-months ended MarchJune 31,30, 2026.
Management's Discussion & Analysis (MD&A)
New heading “DeltaCat Re Tokens”
New heading “EpsilonCat Re Tokens”
New heading “ZetaCat Re / EtaCat Re Tokens”
New heading “T20 / T42 / HCI 2026 Series Tokens”
Largest changes
“On June 30, 2026, SurancePlus completed its private placement (the “2026 Private Placement”) of tokenized reinsurance securities. On June 30, 2026, SurancePlus entered into subscription agreements with investors in the 2026 Private Placement with respect to 300,000 of Tokenized Interests represented by the digital tokens HCI 2026 Series and the Participation Shares represented by the T42 / T20 Tokens. …”see in full comparison
“On June 22, 2026, the Company entered into an At-the-Market Sales Agreement (the “Offering Agreement”) with Chardan Capital Markets LLC, as sales agent (the “Sales Agent”), pursuant to which the Company could offer and sell, from time to time, through the Sales Agent, the Company’s ordinary shares, $0.001 par value (“Ordinary Shares”). The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of the Ordinary Shares sold by the Sales Agent pursuant to the Offering Agreement. …”see in full comparison
Full comparison: every changed paragraph (45)
The
following is a discussion and analysis of our results of operations for the three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025 and our financial
financial condition as of MarchJune 31,30, 2026 and December 31, 2025. The following discussion should be read in conjunction with our consolidated financial
financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in our Form
10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026. References to “we,”
“us,” “our,” “our company,” or “the Company” refer to Oxbridge Re Holdings Limited and
its subsidiaries, Oxbridge Reinsurance Limited, Oxbridge Re NS, SurancePlus Holdings Ltd., SurancePlus, Inc. and DSN Blockchain Technologies
Ltd., unless the context dictates otherwise.
SurancePlus,SurancePlus Inc. (“SurancePlus”),
an indirectlyindirect 80% owned subsidiary of theOxbridge Company,Re Holdings Limited, was incorporated as a British Virgin Islands Business Company on December
19, 2022 for
the purposepurposes of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.
DeltaCat Re Tokens
EpsilonCat Re Tokens
ZetaCat Re / EtaCat Re Tokens
T20 / T42 / HCI 2026 Series Tokens
On June 30, 2026, SurancePlus completed its private placement (the “2026 Private Placement”) of tokenized reinsurance securities. On June 30, 2026, SurancePlus entered into subscription agreements with investors in the 2026 Private Placement with respect to 300,000 of Tokenized Interests represented by the digital tokens HCI 2026 Series and the Participation Shares represented by the T42 / T20 Tokens. 300,000 of tokenized interests are represented by 100,000 HCI 2026 Series A tokenized interests at a purchase price of $11.10 per token representing gross proceeds of $1.1 million with a redemption value of $36.00 per token assuming no losses, 100,000 HCI 2026 Series B tokenized interests at a purchase price of $ 22.12 per token representing gross proceeds of $2.2 million with a redemption value of $49.00 per token assuming no losses and 100,000 HCI 2026 Series C tokenized interests at a purchase price of $30.01 per token representing gross proceeds of $3 million with a redemption value of $35.20 per token assuming no losses. 78,177 of the Participation Shares represented by the T42 Tokens (46,261 tokens) and T20 Tokens (31,916 tokens) at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $781,767 out of which approximately $744,623 was received from Oxbridge Re Holdings Limited and $37,143 was received from third party investors. The T42 Tokens and T20 Tokens were issued on the Solana blockchain. Ownership of the T42 and T20 tokenized Participation Shares indirectly conferred fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2026-2027 treaty year. The Participation Shares are not shares in SurancePlus and have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC.
On June 22, 2026, the Company entered into an At-the-Market Sales Agreement (the “Offering Agreement”) with Chardan Capital Markets LLC, as sales agent (the “Sales Agent”), pursuant to which the Company could offer and sell, from time to time, through the Sales Agent, the Company’s ordinary shares, $0.001 par value (“Ordinary Shares”). The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of the Ordinary Shares sold by the Sales Agent pursuant to the Offering Agreement. The Company will also reimburse the Sales Agent for fees and disbursements of its legal counsel in an amount not to exceed $20,000 in connection with the execution of the Offering Agreement The Sales Agreement replaced our prior sales agreement dated July 9, 2025 with Maxim Group LLC, which was terminated on June 20, 2026.
SubsequentDuring
to the period ended MarchJune 31,30, 2026, we have sold 300,000 ordinary shares under the ATM program for gross proceeds of $352,000$352,136 at an average
price of $1.17 per share. After deducting commissions related to the ATM offering of $10,500,$10,564, the net proceeds we received from the transactions
were $341,500.$341,572. The proceeds from the ATM sales are being used for general corporate purposes.
Subsequent to the period ended June 30, 2026, we have sold 37,203 ordinary shares under the ATM program for gross proceeds of $60,000 at an average price of $1.61 per share. After deducting commissions related to the ATM offering of $2,000, the net proceeds we received from the transactions were $58,000. The proceeds from the ATM sales are being used for general corporate purposes.
The
following is our consolidated statement of operations
and performance ratios for the three and six month periods ended March 31,June, 2026 and 2025 (dollars in thousands, except per share
amounts):
General.
Net income for the quarter Marchended 31,June 30, 2026 was $22,000,$176,000, or $0.003$0.02 basic and diluted income per share compared to a net loss of
$1.87 $139,000,
million or ($0.02$0.25) basic and diluted loss per share, for the quarter ended MarchJune 31,30, 2025. The increase in net income /
decrease in net loss is primarily due to a decreased
allocation of underwriting income to tokenholders, as the Company itself is the major contributor toward 2025/26 treaty contracts in
place, coupled with a decrease in unrealizedloss and loss onadjustment otherexpenses investmentsas duringthere were no underwriting losses recorded for the quarterperiod ended MarchJune 31,30, 20262026. whenSurancePlus comparedmanagement fee income along with reduced professional
fees and overall compensation also contributed towards the
prior period.net income result for the quarter.
Net income for the six months ended June 30, 2026 was $198,000, or $0.02 basic and diluted income per share compared to a net loss of $2.01 million or ($0.28) basic and diluted loss per share, for the six month ended June 30, 2025. The decrease in net loss is primarily due to a decrease in loss and loss adjustment expenses as there were no underwriting losses recorded for the period ended June 30, 2026. SurancePlus management fee income along with reduced professional fees and overall compensation contributed towards the net income result for the six-month period ended June 30, 2026.
Net
premiums earned for the quarter ended MarchJune 31,30, 2026 decreased to $555,000$368,000 from $595,000$582,000 for the quarter ended MarchJune 31,30, 2025. The
decrease decrease
is due to lower weighted average rate on reinsurance contracts in force during the quarter ended MarchJune 31,30, 2026, as well as
a lower amount of capital deployed into reinsurance contracts during the quarter when compared to the
prior period.
Net premiums earned for the six months ended June 30, 2026 decreased to $924,000 from $1.11 million for the six-month ended ended June 30, 2025. The decrease is due to lower weighted average rate on reinsurance contracts in force during the six months ended June 30, 2026, as well as a lower amount of capital deployed into reinsurance contracts during the six-month period when compared to the prior period.
Losses
Incurred. There were no losses incurred during the three-month periodsperiod ending MarchJune 31,30, 2026.
2026During the three- month period ending June 30, 2025, one of the reinsurance contracts experienced adverse loss development and 2025.a full
limit loss of $2.3 million was recognized.
There were no losses incurred during the six-month period ending June 30, 2026. During the six- month period ending June 30, 2025, one of the reinsurance contracts experienced adverse loss development and a full limit loss of $2.3 million was recognized.
Policy
Acquisition Costs. Acquisition costs represent the amortization of the brokerage fees and federal excise taxes incurred on
reinsurance reinsurance
contracts placed. Policy acquisition costs for the quarterthree-months ending MarchJune 31,30, 2026 decreased to $61,000$44,000 from $65,000 $64,000
for the quarter ending
March 31,June 30, 2025. The decrease is due to the rateslower onlevel of capital deployed in contracts in force
in the quarter ended MarchJune 31,30, 2026, and the resulting acquisition
costs, when compared to the rates on contracts in the prior-year
period.
Policy acquisition costs for the six-months ending June 30, 2026 decreased to $105,000 from $129,000 for the quarter ending June 30, 2025. The decrease is due to the to the lower level of capital deployed in contracts in force rates on contracts in force in the six-months ended June 30, 2026, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.
General
and Administrative Expenses. General and administrative expenses for the quarter ended MarchJune 31,30, 2026 increaseddecreased to $522,000$603,000
from from
$505,000$1.3 million for the quarter ended MarchJune 31,30, 2025. The increase is primarily due to increasedReduced professional costs relating to investor relations
and our web3 subsidiary marketingfees and operations.overall compensation contributed toward the decrease for the quarter.
General and administrative expenses for the six-months ended June 30, 2026 decreased to $1.1 million from $1.8 million for the six-months ended June 30, 2025. Reduced professional fees and overall compensation contributed towards the decrease for the six months period ended June 30, 2026.
Loss
Ratio. The loss ratio is the ratio of losses and loss adjustment expenses incurred to premiums earned and measures the underwriting
profitability of our reinsurance business. The loss ratio remaineddecreased consistent atto 0% from 394% for the three-month period ended MarchJune 31,30, 2026 when
compared with prior comparative period. This was due to no losses being recorded for the three-month period ending June 30, 2026 whereas
a full limit loss was recognized for one of the reinsurance contracts during the three-month period ending June 30, 2025.
The loss ratio decreased to 0% from 194.8% for the six-month period ended June 30, 2026 when compared with prior comparative period. This was due to no losses being recorded for the six-month period ending June 30, 2026 whereas a full limit loss was recognized for one of the reinsurance contracts during the six-month period ending June 30, 2025.
Acquisition
Cost Ratio. The acquisition cost ratio is the ratio of policy acquisition costs and other underwriting expenses to net premiums
earned. The acquisition cost ratio measures our operational efficiency in producing, underwriting and administering our reinsurance business.
The acquisition cost ratio increased marginally to 12% from 11% for the quarter ending June 30, 2026 when compared to prior comparable period. The increase in acquisition cost ratio is due to reduced net premiums earned and marginal premium adjustments recognized during the period ending June 30, 2026 when compared to prior comparable period.
The acquisition cost ratio increased marginally to 11.4% from 11% for the six month period ending June 30, 2026 when compared to prior comparable period. The increase in acquisition cost ratio is due to reduced net premiums earned and marginal premium adjustments recognized during the period ending June 30, 2026 when compared to prior comparable period.
The
acquisition cost ratio increased marginally to 11.0% for the quarter ended March 31, 2025 from 10.9% for the quarter ended March 31,
2025.
Expense
Ratio. The expense ratio is the ratio of policy acquisition costs and general and administrative expenses to net premiums
earned. earned.
We use the expense ratio to measure our operating performance. For the three-month periodquarter ended MarchJune 31,30, 2026, the expense
ratio increased
decreased to 105%,175.8%, from 95.8%227% for the three-month periodquarter ended MarchJune 31,30, 2025. The increasedecrease is primarily due to increased reduced
professional costs relating
to investor relationsfees and ouroverall web3compensation subsidiaryduring marketingthe andquarter, operations.when compared with the prior year period.
For the six-month period ended June 30, 2026, the expense ratio decreased to 133.1%, from 160.7% for the six-month period ended June 30, 2025. The decrease is primarily due to reduced professional fees and overall compensation during the six months period ended June 30, 2026, when compared with the prior year period.
Combined
Ratio. We use the combined ratio to measure our underwriting performance. The combined ratio is the sum of the loss ratio
and and
the expense ratio. For the three-month periodquarter ended MarchJune 31,30, 2026, the combined ratio increaseddecreased to 105%,175.8%, from 95.8%621% for the three-month
periodquarter ended
June March 31,30, 2025. The increasedecrease is primarily due to increaseddecreased underwriting losses, as well as reduced
professional costs relating to investor relationsfees and ouroverall web3
subsidiarycompensation marketingduring andthe operations.quarter, when compared with the prior year period.
The combined ratio is the sum of the loss ratio and the expense ratio. For the six-month period ended June 30, 2026, the combined ratio decreased to 133.1%, from 355.5% for the six-month period ended June 30, 2025. The decrease is primarily due to decreased underwriting losses, as well as reduced professional fees and overall compensation during the six months period ended June 30, 2026, when compared with the prior year period.
FINANCIAL
CONDITION –MarchJune 31,30, 2026 COMPARED TO DECEMBER 31, 2025
Restricted
Cash and Cash Equivalents. As of MarchJune 31,30, 2026, our restricted cash and cash equivalents increased by $1.21$12.85 million to
$19.82 $8.19
million, from $6.98 million as of December 31, 2025. The increase is the net result of the investment in the new tokenized
securities, release of collateral from 25-26 reinsurance treaty contracts and premium deposits made during the three-monthssix months ending
endingJune March30, 31, 2026 and the $1 million proceeds from the loan payable.2026.
Notes
Payable to Noteholders. As of MarchJune 31,30, 2026, our notes payable remained at $118,000 as there were no redemptions during the
period.
MezannineMezzanine
Equity –Cat Re Tokenholders. As of MarchJune 31,,30, 2026, amounts due to CatRe tokenholders increased to $520,000$12.6 million from $518,000
at December
31, 2025. The increase is due to the investment in new tokenized securities and the recognition of threefive months of underwriting-relating
income that is attributable to
third-party tokenholders.
Loan Payable. As
of March 31, 2026, our loan payable was $1 million compared to $0 at December 31, 2025. The increase is due to a short-term loan
obtained during the three months ended March 31, 2026.
Unearned
Premiums Reserve. As of MarchJune 31,30, 2026, our unearned premiums reserve decreased by $556,000,$610,000, to $370,000$316,000 from $926,000 at December
31, 2025. The decrease is due to change in unearned premium reserves for the threesix month period ended MarchJune 31,30, 2026.
As
of MarchJune 31,30, 2026, we believe we had sufficient cash flows from operations to meet our liquidity requirements in the short term. We expect
expect that our operational needs for liquidity will be met by cash, investment income, sales under our existing ATM facilities,
funds generated
from underwriting activities and/or proceeds from the short-term loan we secured, which we intend to settlesettled in June
2026. We have no
current plans to issue further debt, and we expect to fund our operations for the foreseeable future from operating
cash flows, as well
as from current and potential future equity offerings. However, we cannot provide assurances that in the future
we will not incur indebtedness
to implement our business strategy, pay claims or make acquisitions.
Although
Oxbridge Re Holdings Limited is not subject to any significant legal prohibitions on the payment of dividends, its subsidiaries Oxbridge
Reinsurance Limited and Oxbridge Re NS are subject to Cayman Islands regulatory constraints that affect its ability to pay dividends
to us and include a minimum net worth requirement. Currently, the minimum net worth requirement for each subsidiary is $500. As of MarchJune
31,30, 2026, each subsidiary exceeded the minimum required. By law, each subsidiary is restricted from paying a dividend if such a dividend
would cause its net worth to drop to less than the required minimum.
Our
cash flows from operating, investing, and financing activities for the three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025 are summarized
below.
Cash
Flows for the threesix months ended MarchJune 31,30, 2026 (in thousands)
Net
cash providedused byin operating activities for the three-monthssix-months ended MarchJune 31,30, 2026 totaled $210,$57, which consisted primarily of cash
received net
written premiums less cash disbursed for operating expenses. Net cash provided by financing activities was $1$12.90 million
and primarily
consisted of the proceeds from theinvestment loanin payablenew duringtokenized the period.securities.
Cash
Flows for the Threesix months ended MarchJune 31,30, 2025 (in thousands)
Net
cash providedused byin operating activities for the threesix months ended MarchJune 31,30, 2025 totaled $272,$1,899, which consisted primarily of cash received net
net written premiums less cash disbursed for operating expenses. Net provided by investing activities was $63, which consisted of consideration
received on sale of otherinvestment investment.in Jet.AI. Net cash provided by financing activities was $3.4 million$2,596 which consisted of net proceeds from issuance
of ordinary shares through the Company’s ATM facility and the registered direct offering completed during the quarter.period.
As
of MarchJune 31,30, 2026, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.
OXBR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-16 | Martin Allan S. |
Gift | 32,911 | $0.68 | $22.4K |
| 2026-04-16 | Martin Allan S. |
Gift | 102,223 | $0.73 | $74.6K |
Well-known investors holding OXBR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 65,855 | $67.8K | 0.0% | New position |
| Renaissance Technologies | 2026-06-30 | 35,000 | $36.0K | 0.0% | Added 7% |