Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
Registration No. 333-193577
 
PROSPECTUS SUPPLEMENT NO. 39
DATED MARCH 21, 2019
(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. 39 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. 38 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. 39 is not complete without, and may not be delivered or used except in connection with, the original Prospectus and Supplement No. 1 through No. 38 thereto.
 
This Prospectus Supplement No. 39 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 March 21, 2019.
 
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. 39 (or the original Prospectus or Supplement No. 1 through No. 38 thereto) is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
The date of this Prospectus Supplement No. 39 is March 21, 2019.
 
 
 
 
 

 
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): March 21, 2019
_________________
 
OXBRIDGE RE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Charter)
 
Cayman Islands
001-36346
98-1150254
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. EmployerIdentification No.)
 
Suite 201
42 Edward Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
KY1-9006
(Address of Principal Executive Office) 
(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 5.02 Compensatory Arrangements of Certain Officers
 
On March 16, 2019, our Board of Directors issued options to purchase ordinary shares to our two executive officers under grant agreements made under our 2014 Omnibus Incentive Plan. Jay Madhu, our President and Chief Executive Officer, was granted options to purchase an aggregate of 200,000 ordinary shares. Wrendon Timothy, our Chief Financial Officer, was granted options to purchase an aggregate of 90,000 ordinary shares. The stock options are subject to forfeiture upon termination of employment (subject to certain post-termination windows to exercise vested stock options) and restrictions on transfer. The options will vest in increments of 6.25% each on a quarterly basis over a four-year period and will expire on the 10th anniversary of the date of grant unless earlier exercised or earlier terminated due to termination of employment. The options were granted at an exercise price of $2.00 (US) per ordinary share.
 
Item 9.01 Financial Statements and Exhibits.
 
See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.
 
 
 
 
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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: March 21, 2019
By:  
/s/ Wrendon Timothy  
 
 
 
Wrendon Timothy
 
 
 
Chief Financial Officer and 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.
 
 
 
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EXHIBIT INDEX
 
 
Exhibit No.
 
Description
 
 
 
 
Form of Stock Option Agreement under Oxbridge Re Holdings Limited 2014 Omnibus Incentive Plan ((Incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed on January 28, 2015)
 
 
 
 
 
 
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