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.
JFB Construction Holdings amended its merger agreement with Xtend AI Robotics and Xtend Reality Expansion. The amendment shortens certain pre-closing information deadlines, lowers the minimum "Closing Cash" condition to $60,000,000, extends the outside closing date to October 31, 2026 with possible extensions, and shifts the planned listing reference from Nasdaq to NYSE. It also restricts Newco from issuing common stock below $6.00 per share for six months after closing.
JFB, Xtend and major shareholder American Ventures LLC, Series XIV JFB executed an amended investor support agreement imposing transfer restrictions and a 180-day lock-up on certain Newco shares, along with warrant exercise commitments. Newco’s amended bylaws will add a broader 270-day lock-up on most shares issued in the transaction, set coordinated sale limits, and require that any waivers of these restrictions be applied on a uniform basis.
JFB Construction Holdings reported strong top-line growth but a larger loss for the three months ended March 31, 2026. Revenue was $12,683,589, up from $5,913,863 a year earlier, driven mainly by larger real estate development projects across its commercial, residential, and development segments.
Higher project costs and overhead pressured profitability. Gross profit was $1,294,532, while selling and marketing expenses rose to $1,192,410 and general and administrative expenses to $3,368,044, resulting in an operating loss of $3,429,212 and a net loss of $3,257,616.
Cash and restricted cash declined to $6,715,840 from 25,208,384 at year-end, mainly because of a $30,223,000 prepaid acquisition cost related to a planned merger with XTEND. This outlay was partly funded by a $9,015,354 PIPE equity raise and warrant exercises. Working capital was $12,203,450, and operating activities provided $1,652,296 of cash. As of July 16, 2026, common shares outstanding totaled 20,230,403.
JFB Construction Holdings entered into Amendment No. 2 to its merger agreement with Xtend AI Robotics, Inc., XT Merger Sub 2, Inc. and Xtend Reality Expansion Ltd., revising key terms of the planned business combination. The amendment shortens information-delivery deadlines, lowers the minimum "Closing Cash" condition to $60,000,000 from $110,000,000, and redefines Closing Cash to include certain escrow or trust funds available at least five business days before closing. It extends the outside date to October 31, 2026, with up to two additional three‑month extensions, and replaces references to Nasdaq with NYSE. For six months after closing, Newco is restricted from issuing common stock in capital raises below $6.00 per share.
New amended and restated bylaws introduce a 270‑day lock-up on most Newco shares issued in the transaction, with limited exceptions and a coordinated sale process allowing sales of up to 25% of a holder's base holdings per 30‑day period after the initial 180 days. A concurrent amended support agreement with American Ventures LLC, Series XIV JFB adds a 180‑day lock-up, certain voting and transfer commitments, and warrant exercise provisions, including deemed cashless exercise at $6.3391 per share up to 6,999,928 Newco shares, which is expected to satisfy the revised Closing Cash condition.
Garcia Nelson B. reported acquisition or exercise transactions in this Form 4 filing.
JFB Construction Holdings director Garcia Nelson B. received a grant of 15,000 shares of Common Stock on July 3, 2026. The award was issued under the JFB Construction Holdings 2024 Equity Incentive Plan, as approved by the Board of Directors upon recommendation of the Compensation Committee.
After this equity grant, Garcia Nelson B. directly holds 55,000 shares of JFB Construction Holdings common stock. This transaction reflects a compensation-related share award rather than an open-market purchase.
Melton Christopher reported acquisition or exercise transactions in this Form 4 filing.
JFB Construction Holdings director Christopher Melton received a grant of 15,000 shares of Common Stock. The award was issued at a price of $0.00 per share as equity compensation under the JFB Construction Holdings 2024 Equity Incentive Plan. After this grant on July 3, 2026, Melton directly holds 55,000 shares of the company’s common stock. The grant was approved by the Board of Directors following a recommendation from the Compensation Committee.
JFB Construction Holdings director David Scott Clukey received an equity grant of 15,000 shares of Common Stock on July 3, 2026. The shares were issued at a stated price of $0.0000 per share under the JFB Construction Holdings 2024 Equity Incentive Plan, approved by the Board of Directors upon recommendation of the Compensation Committee.
Following this grant, Clukey directly holds a total of 46,640.388 shares of JFB common stock. This was a compensation-related award, not an open-market purchase or sale, and there were no derivative option exercises or sales reported in this filing.
Passantino Stefan reported acquisition or exercise transactions in this Form 4 filing.
JFB Construction Holdings director Stefan Passantino received a grant of 15,000 shares of Common Stock on July 3, 2026. The shares were issued at $0.00 per share under the JFB Construction Holdings 2024 Equity Incentive Plan, bringing his directly owned holdings to 15,000 shares.
Zambrana Jamie Jr. reported acquisition or exercise transactions in this Form 4 filing.
JFB Construction Holdings director Jamie Zambrana Jr. received a grant of 15,000 shares of Common Stock on July 3, 2026. The award was issued at a stated price of $0.00 per share under the JFB Construction Holdings 2024 Equity Incentive Plan, approved by the Board of Directors. After this grant, Zambrana directly holds 55,000 common shares.
JFB Construction Holdings files an amended annual report describing a fast-growing construction and development platform that has recently raised significant capital and agreed to a transformative business combination. The company operates commercial, residential, and real estate development segments, with commercial work contributing about half of 2025 revenue and 78% in 2024. Recent developments include a 2-for-1 forward stock split, a planned all-stock merger with AI-driven defense technology firm XTEND, a $43.9 million PIPE in Series C Convertible Preferred Stock, and a $10.025 million common equity private placement. JFB highlights expansion plans across high-growth U.S. Sunbelt markets, increased reliance on bonding and surety capacity, and substantial risks tied to internal controls, labor and materials inflation, subcontractor performance, IT and cybersecurity, and entry into capital-intensive real estate development and AI autonomous robotics.
JFB Construction Holdings published a communication describing that XTEND secured U.S. Patent No. 12,222,735 for technology enabling unmanned vehicles to autonomously navigate toward operator-designated mission objectives in dynamic, unfamiliar environments. The release says the patent complements XTEND’s XOS autonomy architecture and expands its intellectual property supporting AI-powered mission execution. The notice reiterates that JFB and XTEND entered into a definitive all-stock business combination and that the combined company is expected to be renamed XTEND AI Robotics and listed under the ticker XTND after closing.