Welcome to our dedicated page for JFB Construction Holdings SEC filings (Ticker: JFB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The JFB Construction Holdings (Nasdaq: JFB) SEC filings page on Stock Titan brings together the company’s public disclosures from the U.S. Securities and Exchange Commission, with AI-powered summaries to help interpret complex documents. JFB is a real estate development and construction company focused on hospitality, commercial, industrial, and residential property development, and its filings provide detailed information on contracts, capital structure and regulatory status.
Key filings include registration statements on Form S-1 and S-1/A, which describe JFB’s status as an emerging growth company and smaller reporting company, outline its incorporation in Nevada, and register the resale of common stock underlying Series C Convertible Preferred Stock and warrants issued in a PIPE financing. These documents explain the terms of the preferred shares, conversion features, and warrants, as well as the role of the placement agent.
Current reports on Form 8-K disclose material events such as the execution of a construction contract with Building Tomorrow’s Schools DeSoto, LLC for the first phase of a public high school project in DeSoto County, Florida, and the related subcontractor agreement. Other 8-K filings cover executive appointments, including the hiring of a chief operating officer, and provide background on management’s experience and compensation arrangements.
On this page, AI-generated insights highlight important elements of each filing, such as contract values, payment structures, bond approvals, financing terms, and changes in executive leadership. Users can quickly locate quarterly and annual reports when filed, as well as any Forms 4 or other insider transaction reports that may appear in the SEC feed. Real-time updates from EDGAR ensure that new JFB filings are added as they become available, while AI summaries aim to make lengthy legal and financial disclosures easier to understand.
JFB Construction Holdings is raising new capital and pivoting toward defense technology. The company entered securities purchase agreements for a private placement of 802,000 common shares at $12.50 per share, for expected $10.0 million in gross proceeds and about $9.2 million in net proceeds. A portion of this cash will be invested in XTEND Reality Expansion through a Simple Agreement for Future Equity.
JFB also signed a definitive all-stock agreement to combine with XTEND, a software-first defense technology company, to form XTEND AI Robotics, Inc., expected to list on Nasdaq under “XTND.” The deal implies a $1.5 billion acquisition value based on the private placement price, with XTEND shareholders projected to own about 70% and JFB shareholders about 30% of the new company on a fully diluted basis. The merger, unanimously approved by both boards and by a majority of JFB shareholders via written consent, is expected to close in the middle of 2026, subject to customary conditions and regulatory filings.
JFB Construction Holdings entered into securities purchase agreements on February 13, 2026 to sell 802,000 common shares in a private placement at
A portion of the funds will be invested in Xtend Reality Expansion Ltd. through a Simple Agreement for Future Equity. JFB also announced a definitive all-stock agreement to combine with Xtend to form a new U.S.-based public company, Xtend AI Robotics, Inc., focused on autonomous systems for defense, public safety, and private security, subject to closing conditions.
JFB Construction Holdings reported changes to its Board of Directors. On February 13, 2026, director Bjarne Borg resigned from the board and all committees, effective immediately, and the company stated his resignation was not due to any disagreement with management or the board on operations, policies, or practices.
That same day, the board appointed Stefan Passantino as a new independent director. He will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees and act as Chairman of the Compensation Committee. The company said he will receive equity-based compensation on the same terms as other independent directors and disclosed no family relationships or related party transactions involving him.
JFB Construction Holdings reports that it is reversing part of a recent equity compensation grant to senior executives. On January 16, 2026, the company issued an aggregate of 468,000 common shares under its 2024 Equity Incentive Plan to officers, independent directors and employees for 2025 services, including 300,000 shares to Chairman and CEO Joseph F. Basile III and 100,000 shares to Chief Financial Officer Ruben Calderon.
On January 26, 2026, the board determined that the Basile and Calderon share awards were erroneously issued, and both executives agreed to cancel them, returning 400,000 common shares to the company. The board also determined that a previously approved grant of 1,000,000 options to Mr. Basile was erroneously issued, and the company and Mr. Basile agreed to cancel the option agreement; no options had vested or been issued.
JFB Construction Holdings reported new equity awards for leadership and employees tied to 2025 performance. On January 16, 2026, the company issued 468,000 shares of common stock under its 2024 Equity Incentive Plan, including 300,000 shares to Chairman and CEO Joseph F. Basile III, 100,000 shares to the Chief Financial Officer, 3,500 shares to the Chief Operating Officer, 60,000 shares to six other directors, and 4,500 shares to additional employees. The shares were valued at $20.55 per share and are registered on Form S-8.
On the same date, the board approved 1,000,000 stock options for CEO Joseph F. Basile III, with an exercise price at least equal to the fair market value on the grant date. The options vest in four equal tranches of 250,000 shares at 6, 12, 18 and 24 months, fully vest upon a change of control, and expire no later than ten years from grant or upon earlier termination of service.
JFB Construction Holdings is registering 24,852,314 shares of common stock for resale by existing selling stockholders under a Form S-1 amendment tied to a recent PIPE financing. The registered shares consist of common stock issuable upon conversion of Series C preferred stock and upon exercise of PIPE and placement agent warrants.
The company will not receive proceeds from resale of these shares, but could receive up to approximately $100,338,796 if 16,783,381 PIPE-related warrants are exercised for cash. Shares outstanding are 6,115,524 before this resale registration and would be 30,967,838 if all registered shares are sold. JFB operates commercial, residential and real estate development construction businesses, with a heavy focus on franchise build-outs and multifamily projects primarily in Florida and the broader Southeast.
JFB Construction Holdings (JFB) reported a wider quarterly loss and strengthened liquidity. For the quarter ended September 30, 2025, the company posted a net loss of $1,062,712 as operating expenses outweighed gross profit. For the nine months, net loss was $3,401,659. Cash rose to $6,597,799 from $2,696,183 at year-end, supported by financing activities.
Year to date, consolidated sales were $14,582,669 across segments: Commercial Construction $8,330,410, Residential $2,950,585, and Real Estate Development $3,301,674. Gross profit for the nine months was $2,469,088. Operating cash flow was $(2,832,320), offset by $7,805,286 from financing, including IPO net proceeds of $4,667,636 and $3,136,650 from warrant exercises. Shares outstanding were 5,966,700 Class A as of November 14, 2025; 4,000,000 Class B remained issued.
Subsequent event: On October 2, 2025, JFB closed a PIPE for approximately $43,895,000 in gross proceeds and used $12,000,000 to redeem Class B Common Stock. The company issued 4,389,500 shares of Series C Convertible Preferred (stated value $10), convertible into 8,068,933 common shares at $5.44, plus 8,068,933 Common Warrant A at $5.75 and 8,068,933 Common Warrant B at $6.25. JFB also invested $1,000,000 for a 19.5% Class A interest in a 117-room hotel project entity.
JFB Construction Holdings (JFB) reported an insider transaction on a Form 4. A director acquired 10,000 shares of Class A common stock on 06/30/2025 at a reported price of $0. The filing states the shares were issued pursuant to the JFB Construction Holdings 2024 Equity Incentive Plan, as approved by the Board of Directors upon recommendation of the Compensation Committee on June 30, 2025.
Following the transaction, the director’s beneficial ownership was 10,000 shares, reported as Direct (D). The filing indicates it was submitted by one reporting person.
JFB Construction Holdings filed a Form 3 initial beneficial ownership statement for director Christopher Melton. The filing states that no securities are beneficially owned. The event date for this reporting obligation is 03/06/2025.
The submission notes it is made pursuant to Instruction 1(c), which can require a filing even when there are no reportable holdings.
JFB Construction Holdings entered into a construction contract valued at approximately $18 million to serve as contractor for the first phase of a public high school in DeSoto County, Florida. The company will receive monthly progress payments upon application, and the work is expected to be substantially completed by May 2026. The counterparty may terminate for convenience, with payment to JFB for work performed to date plus demobilization costs, related termination costs, and reasonable attorneys’ fees.
JFB also signed a subcontract with Rodberg Constructions, Inc. for $17,789,590, payable monthly at 95% of the value of work performed, net of prior payments. The subcontract may be terminated for non‑curable default as specified. Upon termination, further payment is deferred until completion; any excess of the unpaid subcontract balance over the company’s completion expenses would be paid to the subcontractor.