---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-016735"
form_type: "8-K"
ticker: "JFB"
cik: "0002024306"
company_name: "JFB Construction Holdings"
filed_at: "2025-10-02T23:59:59+00:00"
generated_at: "2026-05-17T04:58:25.419972+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# JFB closes ~$44M PIPE, uses $12M to retire CEO's Class B shares

## Summary
- Gross proceeds of ~$43.9M from sale of Series C Preferred and warrants to American Ventures LLC.
- $12M used to redeem 4M Class B shares from CEO Joseph F. Basile III via Share Redemption Agreement.
- Remaining proceeds allocated to general corporate operating expenses.
- Common Warrants A exercisable at $5.75/share; Common Warrants B at $6.25/share; both expire in 3 years.
- Placement agent Dominari Securities received 8% cash fee and warrants for 645,515 shares.

## SEC filing metadata
- accession: 0001493152-25-016735
- form_type: 8-K
- ticker: JFB
- cik: 0002024306
- company_name: JFB Construction Holdings
- filed_at: 2025-10-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2024306/000149315225016735/0001493152-25-016735-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2024306/000149315225016735/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-016735
- JSON: https://secwatch.observer/filing/0001493152-25-016735.json
- Plain text: https://secwatch.observer/filing/0001493152-25-016735.txt

## Key facts
- Equity Issuances
  JFB Construction Holdings issued an aggregate of 8,068,933 warrants (the "Common Warrants A") to acquire up to 8,068,933 shares of Common Stock of warrant to American Ventures LLC, Series XIV JFB for $5.44 per unit.
  - Security: warrant
  - Shares: an aggregate of 8,068,933 warrants (the "Common Warrants A") to acquire up to 8,068,933 shares of Common Stock
  - Purchaser: American Ventures LLC, Series XIV JFB
  - Consideration: $5.44 per unit
  source text: value $10.00 per share (the “ Series C Preferred Stock ”) , convertible into 8,068,933 shares of common stock, par value $0.0001 (the “ Common Stock ”), at a conversion price of $5.44 per share of Series C Preferred Stock, an aggregate of 8,068,933 warrants (the “ Common Warrants A ”) to acquire up to 8,068,933 shares of Common Stock, and an aggregate of
  evidence_url: https://www.sec.gov/Archives/edgar/data/2024306/000149315225016735/0001493152-25-016735-index.htm
- Equity Issuances
  JFB Construction Holdings issued an aggregate of 8,068,933 warrants (the " Common Warrants B ") to acquire up to 8,068,933 shares of Common Stock of warrant to American Ventures LLC, Series XIV JFB for $5.44 per unit.
  - Security: warrant
  - Shares: an aggregate of 8,068,933 warrants (the " Common Warrants B ") to acquire up to 8,068,933 shares of Common Stock
  - Purchaser: American Ventures LLC, Series XIV JFB
  - Consideration: $5.44 per unit
  source text: value $10.00 per share (the “ Series C Preferred Stock ”) , convertible into 8,068,933 shares of common stock, par value $0.0001 (the “ Common Stock ”), at a conversion price of $5.44 per share of Series C Preferred Stock, an aggregate of 8,068,933 warrants (the “ Common Warrants A ”) to acquire up to 8,068,933 shares of Common Stock, and an aggregate of
  evidence_url: https://www.sec.gov/Archives/edgar/data/2024306/000149315225016735/0001493152-25-016735-index.htm
- Equity Issuances
  JFB Construction Holdings issued preferred stock for stated value of $10 per share.
  - Security: preferred stock
  - Consideration: stated value of $10 per share
  source text: ”) 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 into 8,068,933 shares of common stock, par value $0.0001 (the “ Common Stock ”), at a conversion price of $5.44 per
  evidence_url: https://www.sec.gov/Archives/edgar/data/2024306/000149315225016735/0001493152-25-016735-index.htm
- Equity Issuances
  JFB Construction Holdings issued up to an aggregate of 645,515 shares of Common Stock of warrant to Dominari Securities, LLC or its designees for exercise price of $5.44 per share.
  - Security: warrant
  - Shares: up to an aggregate of 645,515 shares of Common Stock
  - Purchaser: Dominari Securities, LLC or its designees
  - Consideration: exercise price of $5.44 per share
  source text: value $10.00 per share (the “ Series C Preferred Stock ”) , convertible into 8,068,933 shares of common stock, par value $0.0001 (the “ Common Stock ”), at a conversion price of $5.44 per share of Series C Preferred Stock, an aggregate of 8,068,933 warrants (the “ Common Warrants A ”) to acquire up to 8,068,933 shares of Common Stock, and an aggregate of
  evidence_url: https://www.sec.gov/Archives/edgar/data/2024306/000149315225016735/0001493152-25-016735-index.htm
- Equity Issuances
  JFB Construction Holdings issued 4,389,500 shares of its Series C Convertible Preferred Stock of preferred stock to American Ventures LLC, Series XIV JFB for $5.44 per share.
  - Security: preferred stock
  - Shares: 4,389,500 shares of its Series C Convertible Preferred Stock
  - Purchaser: American Ventures LLC, Series XIV JFB
  - Consideration: $5.44 per share
  source text: value $10.00 per share (the “ Series C Preferred Stock ”) , convertible into 8,068,933 shares of common stock, par value $0.0001 (the “ Common Stock ”), at a conversion price of $5.44 per share of Series C Preferred Stock, an aggregate of 8,068,933 warrants (the “ Common Warrants A ”) to acquire up to 8,068,933 shares of Common Stock, and an aggregate of
  evidence_url: https://www.sec.gov/Archives/edgar/data/2024306/000149315225016735/0001493152-25-016735-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.