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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Other Events. On May 11, 2026, JFB Construction Holdings, Inc. (the “Company”) issued a press release announcing 115% revenue growth in the first quarter of 2026 compared to the first quarter of 2025, and providing an update regarding the Company’s proposed business combination with Xtend Reality Expansion Ltd. (“Xtend”), valued at approximately $1.5 billion. The Company has filed a Registration Statement on Form S-4 in connection with the transaction. A copy of the press release is attached…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 28, 2026, JFB Construction Holdings (the “Company”), upon recommendation of the Compensation Committee of the Board of Directors (the “Board”) and approval of the Board, authorized the award of a transaction achievement bonus to Ruben Calderon, the Company’s Chief Financial Officer, in the amount of 100,000 shares of the Company’s common s…
Entry into a Material Definitive Agreement. Amendment to Merger Agreement On March 21, 2026, JFB Construction Holdings (the “Company” or “JFB”), Xtend AI Robotics, Inc., a Delaware corporation (“Newco”), XT Merger Sub 2, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Newco (“Merger Sub 2”), and Xtend Reality Expansion Ltd., a company organized under the laws of the State of Israel (“Xtend”), entered into an Amendment (the “Amendment”) to the Agreement and Plan of Merger (…
Material Modification to Rights of Security Holders. On March 10, 2026, the Company announced that the Board of Directors of the Company has approved a forward stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 2-for-1 (the “Forward Split”). On March 20, 2026, a Certificate of Change (the “Certificate”) was filed with the Secretary of State of the State of Nevada with an effective date of March 25, 2026 (…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 13, 2026, the Company entered into an indemnification agreement with Joseph F. Basile, III (the “Indemnification Agreement”) that will become effective upon the Closing, pursuant to which the Company may be required, among other things, to indemnify Mr. Basile for certain expenses (including attorneys’ fees), judgments, fines and settle…
Entry into a Material Definitive Agreement. Merger Agreement with XTEND Reality Expansion Ltd. (“Xtend”) On February 13, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xtend AI Robotics, Inc., a Delaware corporation (“Newco”), XT Merger Sub 2, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Newco (“Merger Sub 2”), and Xtend. Capitalized terms used herein but not otherwise defined will have the meanings ascribed to them in the M…
Other Events Private Placement As previously announced, on February 13, 2026, 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 Pl…
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 shar…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Resignation On February 13, 2026, Bjarne Borg resigned from his position as a member of the Board of Directors (the “Board”) of JFB Construction Holdings (the “Company”) and from all committees of the Board, effective immediately. Mr. Borg’s resignation was not because of any disagreement with management or the Board on any matter relating…
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.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported, on January 16, 2026, JFB Construction Holdings (the “Company”), upon recommendation of the Compensation Committee and approval of the board of directors (the “Board”), issued an aggregate of 468,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) to certain officers, independent directors and emp…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 16, 2026, JFB Construction Holdings (the “Company”), upon recommendation of the Compensation Committee and approval of the board of directors (the “Board”), issued an aggregate of 468,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”) to certain officers, independent directors and employees of…
Entry into a Material Definitive Agreement. On October 10, 2025, JFB Construction Holdings (the “ Company ”) entered into a contract (the “ Construction Contract ”) with Building Tomorrow’s Schools DeSoto, LLC (“ Building Tomorrow’s Schools ”) pursuant to which the Company will act as a contractor for the first phase of construction of a public high school in DeSoto County, Florida (the “ Project ”). The total value of the Construction Contract is approximately $18 million. Pursuant to the Co…
Unregistered Sales of Equity Securities. The information set forth in
Material Modification to Rights of Security Holders. Pursuant to the PIPE Offering, on September 29, 2025, the Company filed a Certificate of Designation of Series C Convertible Preferred Stock with the Secretary of State of the State of Nevada (the “ Series C Certificate of Designation ”). The stated value of the Series C Preferred Stock is $10 per share. Holders of Series C Preferred Stock are entitled to cast the number of votes equal to the number of whole shares of Common Stock into whic…
Entry into a Material Definitive Agreement. On September 26, 2025, JFB Construction Holdings (the “ Company ”) entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with American Ventures LLC, Series XIV JFB (the “ Investor ”) for a private investment in public equity (the “ PIPE Offering ”) of 4,389,500 shares of its Series C Convertible Preferred Stock par value $0.0001 per share, stated value $10.00 per share (the “ Series C Preferred Stock ”) , convertible i…
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers As described above, on September 30, 2025, the Company entered into a Share Redemption Agreement with Joseph F. Basile, III, the Company’s Chief Executive Officer, pursuant to which the Company paid Mr. Basile $12,000,000 from the proceeds of the PIPE Offering in exchange for retiring 4,000,000 shares of Class B Common Stock held by Mr. Basile (…
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 co…
Entry into a Material Definitive Agreement. Subscription Agreement and Side Letter Agreement On May 6, 2025, JFB Construction Holdings (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) and a Side Letter Agreement (the “Side Letter Agreement”) with CM OB Hotel Owner, LLC (the “Fund”), pursuant to which the Company subscribed for 1,000 Class A Limited Liability Company Interests (the “Interests”) at a price of $1,000 per interest, with an aggregate investment…
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