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): February 13, 2026
JFB
CONSTRUCTION HOLDINGS
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42538 |
|
99-2549040 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1300
S. Dixie Highway, Suite B
Lantana,
FL 33462
(Address
of principal executive offices (Zip Code)
561-582-9840
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☒ |
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:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value |
|
JFB |
|
The
Nasdaq Stock Market LLC |
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
1.01 Entry into a Material Definitive Agreement.
On February 13, 2026, JFB Construction Holdings
(the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain
institutional accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors
in a private placement an aggregate of 802,000 shares of the Company’s common stock, par value $0.0001 per share (the “Placement
Shares”) at a price of $12.50 per share (the “Private Placement”).
The Private Placement is expected to close on
February 17, 2026 and Company expects to receive aggregate gross proceeds of approximately $10.0 million, before deducting placement agent
fees and offering expenses, and aggregate net proceeds of approximately $9.2 million, after deducting
placement agent fees and offering expenses. Dominari Securities LLC acted as placement agent for the Private Placement.
A portion of the proceeds of the Private Placement,
will be invested in XTEND Reality Expansion Ltd. (“Xtend”) in connection with the transactions described in Item 8.01 below
through a Simple Agreement for Future Equity.
The Company has granted the Investors indemnification
rights with respect to its representations, warranties, covenants and agreements under the Securities Purchase Agreements.
The
foregoing description of the Securities Purchase Agreements does not purport to be complete and is qualified in its entirety by
reference to the full text of the form of Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and
incorporated by reference herein.
The
representations, warranties and covenants contained in the Securities Purchase Agreements were made solely for the benefit of the
parties thereto and the placement agents expressly named as third-party beneficiaries thereto and may be subject to limitations
agreed upon by the contracting parties. Accordingly, the form of Securities Purchase Agreement is incorporated herein by reference
only to provide investors with information regarding the terms thereof and not to provide investors with any other factual
information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s
periodic reports and other filings with the Securities and Exchange Commission.
Item 3.02.
Unregistered Sales of Equity Securities.
The information
contained above in Item 1.01 with respect to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in
part upon the representations of the Investors in the Securities Purchase Agreements, the offering and sale of the Placement Shares was
made in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act, which exempts transactions
by an issuer not involving any public offering.
Item
8.01. Other Events.
On February 17, 2026, the Company issued a press
release announcing that it had entered into a definitive agreement with Xtend pursuant to which, subject to the satisfaction of certain
conditions to closing, the Company and Xtend will combine in an all-stock transaction to form a U.S.-based public company Xtend AI Robotics,
Inc., focused on delivering next-generation autonomous systems for defense, public safety, and private security applications built on
Xtend’s battle proven AI XTEND Operating System.
A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. Also, on February 17, 2026, the joint investor presentation
attached hereto as Exhibit 99.2 was disseminated in connection with the announcement of the proposed transaction and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement |
| 99.1 |
|
Press Release, dated February 17, 2026 |
| 99.2 |
|
Joint Investor Presentation |
| 104 |
|
Cover
Page Interactive Data File (embedded as Inline XBRL document). |
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains, and oral statements made from time to time by our representatives may contain, forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements
generally include statements regarding the potential transaction between Xtend Reality Expansion Ltd. (“Xtend”) and JFB Construction
Holdings (“JFB”), including statements regarding the expected impacts and benefits of the potential transaction, timing of
the transaction closing, and strategic initiatives for Xtend AI Robotics, Inc. (“NewCo”) following the closing. All statements
other than statements of historical facts contained in this communication may be forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as “may,” “will,” “outlook”, “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other similar expressions. The forward-looking statements in this communication are only predictions.
Xtend’s and JFB’s management have based these forward-looking statements largely on their current expectations and projections
about future events and financial trends that management believes may affect its business, financial condition and results of operations.
These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that
may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking
statements, including, but not limited to: the transaction may not be consummated; there may be difficulties with the integration and
in realizing the expected benefits of the transaction; Xtend and JFB may need to use resources that are needed in other parts of its
business to do so; there may be liabilities that are not known, probable or estimable at this time; the transaction may result in the
diversion of management’s time and attention to issues relating to the transaction and integration; expected synergies and operating
efficiencies attributable to the transaction may not be achieved within its expected time-frames or at all; there may be significant
transaction costs and integration costs in connection with the transaction; the possibility that JFB will not have sufficient cash at
close to satisfy the minimum cash condition; unfavorable outcome of legal proceedings that may be instituted against JFB and Xtend following
the announcement of the transaction; risks inherent to the business may result in additional strategic and operational risks, which may
impact Xtend’s, NewCo’s and JFB’s risk profiles, which each company may not be able to mitigate effectively; JFB’s
ability to complete construction projects or other transactions on schedule and budget; changes in weather and occurrence of natural
disasters and pandemics; recent imposition of tariffs by governments on construction materials, such as steel, aluminum and lumber; disruptions
in supply chains; increase in the cost of labor and construction materials; JFB’s ability to maintain safe work sites; Xtend’s
dependence on a limited number of defense and governmental security customers for a substantial portion of its business; significant
delays or reductions in appropriations, Xtend’s programs and certain government fundings and programs more broadly, including as
a result of a prolonged continuing resolution and/or government shutdown, and/or related to the global security environment or other
global events; increased competition within JFB’s and Xtend’s markets and bid protests; changes in procurement and other
U.S. and foreign laws, including changes through executive orders, contract terms and practices applicable to our industry, findings
by certain applicable governments as to our compliance with such requirements, more aggressive enforcement of such requirements and changes
in Xtend’s customers’ business practices globally; the improper conduct of employees, agents, subcontractors, suppliers,
business partners or joint ventures in which Xtend participates, including the impact on Xtend’s reputation and its ability to
do business; cyber and other security threats or disruptions faced by Xtend and JFB, its customers or its suppliers and other partners,
and changes in related regulations; and Xtend’s ability to innovate, develop new products and technologies, progress and benefit
from digital transformation and maintain technologies to meet the needs of Xtend’s customers. In addition, a number of important
factors could cause JFB’s, Xtend’s or NewCo’s actual future results and other future circumstances to differ materially
from those expressed in any forward-looking statements, including but not limited to those important factors that will be discussed in
the section entitled “Risk Factors” in the registration statement on Form S-4 to be filed by JFB and NewCo, as
any such factors may be updated from time to time in other filings with the Securities and Exchange Commission (the “SEC”),
including without limitation Xtend’s investor relations site at https://www.xtend.me/newsroom and JFB’s investor relations
site at https://investors.jfbconstruction.net/. Forward-looking statements speak only as of the date they are made and, except as may
be required under applicable law, neither Xtend nor JFB undertakes any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Important
Information for Investors and Stockholders
This
communication is for informational purposes only and is not intended to, and does not, constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any issuance or sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act. In connection with the transaction, NewCo and JFB will file a registration statement on Form S-4, which will include
an information statement of JFB and a preliminary prospectus of NewCo. After the registration statement is declared effective, JFB will
mail to its stockholders a definitive information statement that will form part of the registration statement. This communication is
not a substitute for the information statement/prospectus or registration statement or for any other document that JFB may file with
the SEC and send to its stockholders in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF XTEND AND JFB ARE URGED TO
READ THE INFORMATION STATEMENT/PROSPECTUS OR REGISTRATION STATEMENT AND ANY OTHER DOCUMENT THAT WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will
be able to obtain free copies of the information statement/prospectus (when available) and other documents filed with the SEC by JFB
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by JFB will be available
free of charge on JFB’s website at https://investors.jfbconstruction.net/.
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.
| |
JFB
CONSTRUCTION HOLDINGS |
| |
|
|
| Date:
February 17, 2026 |
By: |
/s/
Joseph F. Basile, III |
| |
|
Joseph
F. Basile, III |
| |
|
Chief
Executive Officer |
