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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): September 22, 2025
JFB
CONSTRUCTION HOLDINGS
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42538 |
|
99-2549040 |
| (State or other jurisdiction |
|
(Commission |
|
(I. R. S. Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
1300
S. Dixie Highway, Suite B
Lantana,
FL 33462
(Address
of principal executive offices, including 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:
| ☐ |
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(s) |
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Chief Operating Officer
On
September [22], 2025, the Board of Directors (the “Board”) of JFB Construction Holdings (the “Company”) appointed
Bill Dyer to serve as Chief Operating Officer of the Company, effective as of September [22], 2025.
Mr.
Dyer has over 30 years of significant and progressive experience in the development and construction industry, coupled with a strong
foundation in real estate development, civil engineering, and general contracting. Previously, he had been involved in 5 real estate
and construction industry holding positions including Owner, Vice President, and Senior Vice President. From 2019 through 2025, Mr. Dyer
was the Senior Vice President for Pace Properties, Inc., a Commercial Real Estate company. From 2009 to 2011, he was Owner for Dyer Engineering,
Inc., a company involved in Civil Contracting and Underground Utility Construction. From 2005 to 2009, he was Vice President of Phoenix
Realty Advisors, Inc., a Real Estate Development company that focused on company owner development projects.
In
connection with his appointment as Chief Operating Officer, on September 22, 2025, Mr. Dyer entered into an employment agreement with
the Company (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company agreed to pay Mr. Dyer an annual
base salary of $275,000 per year, stock options and an annual bonus of $25,000 for meeting certain targets for the fiscal year 2025.
The
foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated herein
by reference as if fully set forth herein.
There
are no arrangements or understandings between Mr. Dyer and any other person pursuant to which he was appointed as Chief Operating Officer
of the Company. There are no family relationships between Mr. Dyer and any director or executive officer of the Company, and he has no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Employment Agreement, dated September 22, 2025, between JFB Construction Holdings and William Dyer |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
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: September 25,
2025 |
By: |
/s/ Joseph
F. Basile, III |
| |
|
Joseph
F. Basile, III
Chief
Executive Officer |
