{"url_path":"/sec/oxbr/8-k/2026-06-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1584831/0001493152-26-029634-index.html","accession_number":"0001493152-26-029634","cik":"0001584831","ticker":"OXBR","issuer_name":"OXBRIDGE RE HOLDINGS Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1584831/0001493152-26-029634-index.html","primary_entity_key":"0001584831","primary_entity_name":"OXBRIDGE RE HOLDINGS Ltd"},"word_count":503,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 22, 2026, Oxbridge Re Holdings Limited (the “Company”) entered into an At-the-Market Sales Agreement (the “Offering\nAgreement”) with Chardan Capital Markets LLC, as sales agent (the “Sales Agent”), pursuant to which the Company could\noffer and sell, from time to time, through the Sales Agent, the Company’s ordinary shares, $0.001 par value (“Ordinary Shares”).\nThe 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\npursuant to the Offering Agreement. The Company will also reimburse the Sales Agent for fees and disbursements of its legal counsel\nin an amount not to exceed $20,000 in connection with the execution of the Offering Agreement The Sales Agreement replaced our prior\nsales agreement dated July 9, 2025 with Maxim Group LLC, which was terminated on June 20, 2026.\n\n \n\nSales\nof the Ordinary Shares under the Offering Agreement, if any, may be made in transactions that are deemed to be “at-the-market”\nofferings as defined in Rule 415 under the Securities Act of 1933, as amended, including without limitation sales made directly on or\nthrough the Nasdaq Capital Market or any other existing trading market for the Ordinary Shares. The Sales Agent will use commercially\nreasonable efforts consistent with its normal trading and sales practices to sell the Ordinary Shares from time to time, based upon instructions\nfrom the Company (including any price, time or amount limits the Company may impose). The Company is not obligated to make any sales\nunder the Offering Agreement.\n\n \n\nThe\nCompany intends to use the net proceeds from the offering for general corporate purposes, including the funding of the Company’s\nreinsurance operations. Pending their use, the Company intends to invest the net proceeds from the offering in short-term, investment\ngrade, interest bearing instruments or hold them as cash.\n\n \n\nPursuant\nto General Instruction I.B.6 of Form S-3, Ordinary Shares having an aggregate offering price of up to $1,678,301 were registered pursuant\nto the Company’s shelf registration statement on Form S-3 (File No. 333-287186) (the “Registration Statement”), and\nofferings of the Ordinary Shares will be made only by means of a prospectus supplement. This Current Report on Form 8-K shall not constitute\nan offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in\nwhich such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state\nor jurisdiction.\n\n \n\nMaples\nand Calder (Cayman) LLP, Cayman Islands counsel to the Company, has issued a legal opinion relating to the Ordinary Shares. A copy of\nsuch legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.\n\n \n\nThe\nforegoing description of the material terms of the Offering Agreement is qualified in its entirety by reference to the full text of the\nOffering Agreement, a copy of which is included as Exhibit 1.1 hereto and is incorporated herein by reference."}