Current Report Filing (8-k)
06 Dezember 2019 - 10:03PM
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): December 2,
2019
_________________
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in its 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
(Address
of Principal Executive Offices)
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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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbols
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Name of
each exchange on which registered
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Ordinary
Shares, par value $0.001 (USD) per share
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OXBR
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The
Nasdaq Stock Market LLC (The Nasdaq Capital Market)
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Warrants
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OXBRW
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The
Nasdaq Stock Market LLC (The Nasdaq Capital Market)
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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
3.01.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
December 2, 2019, Oxbridge Re Holdings Limited (the
“Company”) received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) notifying the Company that it is not in
compliance with Nasdaq Listing Rule 5550(a)(2) because the closing
bid price of the Company’s common stock (typically referred
to by the Company as “ordinary shares”) was below the
required minimum of $1.00 per share for the previous 30 consecutive
business days.
In
accordance with Nasdaq Listing Rules, the Company has a period of
180 calendar days, or until June 1, 2020, to regain compliance with
the minimum bid price requirement. If at any time during this 180
day period the closing bid price of the Company’s ordinary
shares is at least $1.00 per share for a minimum of 10 consecutive
business days, Nasdaq will provide the Company with written
confirmation that it has regained compliance and this matter will
be closed.
We
intend to actively monitor the bid price of our ordinary shares
between now and June 1, 2020 and will consider available options to
resolve the deficiency and regain compliance with the minimum bid
price requirement.
If the Company does not regain compliance with Rule 5550(a)(2) by
June 1, 2020, the Company may be eligible for an additional 180-day
period to regain compliance. To qualify for this additional 180 day
period, the Company would be required to meet the continued listing
requirement for market value of publicly held shares and all other
initial listing standards for The Nasdaq Capital Market, with the
exception of the bid price requirement, and would need to provide
written notice of its intention to cure the deficiency during the
second compliance period, by effecting a reverse stock split, if
necessary. If the Company meets these requirements, Nasdaq will
inform the Company that it has been granted an additional 180
calendar days. However, if it appears to Nasdaq Staff that the
Company will not be able to cure the deficiency, or if the Company
is otherwise not eligible, Nasdaq will provide notice that the
Company’s securities will be subject to delisting. At that
time, the Company may appeal the delisting determination to a
Hearings Panel.
There can be no assurance that the Company will regain compliance
or otherwise maintain compliance with other listing
requirements.
Item
7.01.
Regulation
FD Disclosure.
In its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2019 (which was filed with the Securities and Exchange Commission
on November 4, 2019), as well as its conference call held the same
day, the Company disclosed that, as of September 30, 2019, its
total book value (referred to in the Consolidated Balance Sheets as
“Total shareholders’ equity”) was approximately
$7,973,000, including approximately $8,100,000 of cash and
restricted cash and cash equivalents, and it had a total of
5,733,587 ordinary shares issued and outstanding, resulting in a
book value per ordinary share (basic and diluted) of approximately
$1.39 as of September 30, 2019.
The Company also disclosed that it has not suffered any
underwriting losses during the recently ended hurricane season and
the Company has no exposure to the recent California wildfires and
other global catastrophes.
SIGNATURE
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: December 6,
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
Financial Officer and Principal Accounting Officer)
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