JFB Construction Holdings 8-K

What Happened
JFB Construction Holdings (JFB) filed an 8-K reporting that on February 13, 2026 it entered into Securities Purchase Agreements to sell 802,000 shares of common stock at $12.50 per share in a private placement to institutional accredited investors. The Private Placement is expected to close on February 17, 2026, with estimated gross proceeds of approximately $10.0 million and estimated net proceeds of approximately $9.2 million after placement agent fees and offering expenses. Dominari Securities LLC acted as placement agent. The company disclosed that a portion of the proceeds will be invested in XTEND Reality Expansion Ltd. (“Xtend”) in connection with related transactions.

Key Details

• Securities Purchase Agreements dated February 13, 2026; expected close February 17, 2026.
• 802,000 Placement Shares at $12.50 per share → ~ $10.0M gross proceeds, ~ $9.2M net proceeds.
• Dominari Securities LLC served as placement agent.
• Company granted indemnification rights to the investors for representations, warranties and covenants in the agreements.
• Filing includes the form of Securities Purchase Agreement, a press release and a joint investor presentation; disclosure contains forward‑looking statement cautions and references a planned S-4 filing related to a potential transaction with Xtend.

Why It Matters
This financing provides JFB with near‑term capital (≈ $9.2M net) to support corporate needs and a stated investment in Xtend-related transactions. The issuance of 802,000 new shares will increase shares outstanding and may dilute existing shareholders’ ownership percentages. Retail investors should watch the closing of the placement, subsequent filings (including the S-4 and information statement/prospectus related to the Xtend transaction), and any further disclosures about how the proceeds will be used and the terms of the Xtend-related transactions.