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.
JFB Construction Holdings SEC filings document the company's public-offering registration history, material-event reports and governance disclosures as a Nevada-incorporated construction and real estate development issuer. Registration statements describe securities offered by the company, smaller reporting company status and related public-company disclosures.
Recent 8-K filings cover material definitive agreements, transaction-related communications, private placement and capital-structure matters, board composition, committee assignments and equity compensation under the 2024 Equity Incentive Plan. The filings also record corrections and cancellations of certain equity awards, common-stock issuances to officers, directors and employees, and other governance actions requiring current-report disclosure.
Xtend AI Robotics, Inc. disclosed a public demonstration and a planned business combination with JFB Construction Holdings. The company showcased its XOS-powered Seek & Strike human-in-the-loop multi-drone coordination capability at Disruptors in the Desert 2026, emphasizing autonomous orchestration with operator override.
The filing reiterates the previously announced all-stock combination with JFB Construction, supported by strategic investors, expected to close in the first half of 2026 and list the combined company as XTND on a U.S. national exchange.
JFB Construction Holdings entered into a definitive Merger Agreement with Xtend Reality Expansion Ltd. The transaction will create a NewCo (Xtend AI Robotics, Inc.) and, upon closing expected in mid-2026, Xtend shareholders would own at least 70.5 of NewCo on a pro forma fully diluted basis, JFB stockholders approximately 19.9, and 9.6 reserved for equity incentives. The Merger contemplates accelerated option conversions, an earnout of up to 20,000,000 NewCo shares, and customary closing conditions, including CFIUS and other regulatory approvals and effectiveness of a Form S-4 registration statement. JFB completed a concurrent Private Placement of 802,000 shares at $12.50 per share, yielding gross proceeds of approximately $10.0M and net proceeds of approximately $9.2M. The Merger Agreement includes a $15.0M termination fee payable by either side in certain circumstances and a $110,000,000 Minimum Cash Condition for JFB prior to closing.
JFB Construction Holdings is entering into a complex merger with XTEND Reality Expansion Ltd. that will create a new parent company, Xtend AI Robotics, Inc. (“Newco”). Xtend will first merge into a Newco subsidiary, then JFB will merge into another Newco subsidiary, leaving both businesses as wholly owned units of Newco.
At closing, Xtend shareholders are expected to own at least 70.5% of Newco’s fully diluted shares, JFB stockholders about 19.9%, and roughly 9.6% of shares will be reserved for Newco equity incentive plans, all subject to adjustment. Former Xtend holders may receive up to 20,000,000 additional Newco shares if earnout targets for 2026 and 2027 are met.
The deal must satisfy extensive regulatory and closing conditions, including a $110,000,000 minimum cash balance at JFB, with no financing condition. Termination provisions include potential fees of $15.0 million payable by either side in specified scenarios and a $25.0 million reduction to a $30.22 million Xtend SAFE investment if the minimum cash condition is not met. Separately, JFB completed a private placement of 802,000 shares at $12.50 per share, raising about $10.0 million gross (approximately $9.2 million net) to help fund obligations.
JFB Construction Holdings and Xtend Reality Expansion Ltd. disclosed a definitive all‑stock merger creating a combined Nasdaq‑listed company expected to be renamed XTEND AI Robotics. The announcement cites an $1.5 billion implied acquisition value and states pro forma ownership of approximately 70.0% for XTEND shareholders and 30.0% for JFB shareholders. The parties expect the transaction to close in the middle of 2026, subject to customary conditions, and plan to list under the ticker XTND. Strategic investors named include Eric Trump, Unusual Machines (NYSE: UMAC), and others. The release emphasizes expansion of NDAA‑compliant US production capacity in Tampa, Florida, and continued focus on autonomous defense, public safety, and security markets.
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 $12.50 per share. The deal is expected to raise about $10.0 million in gross proceeds and approximately $9.2 million in net proceeds after fees.
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.