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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2025
JFB CONSTRUCTION HOLDINGS
(Exact name of registrant as specified in its charter)
| Nevada | 001-42538 | 99-2549040 | ||
| (State or other jurisdiction | (Commission | (I. R. S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
1300 S. Dixie Highway, Suite B
Lantana, FL 33462
(Address of principal executive offices, including zip code)
561-582-9840
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, $0.0001 par value | JFB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 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 Construction Contract, the Company will be paid progress payments on a monthly basis upon the submission of an application for payment. The schedule of work set forth in the Construction Contract is expected to be substantially completed by May 2026 . Building Tomorrow’s Schools may terminate the Construction Contract for convenience, at which time Building Tomorrow’s Schools will pay the Company for the work performed to date, including overhead and profit; all demobilization costs and costs incurred resulting from termination, but not the overhead or profit on work not performed; reasonable attorneys’ fees and costs related to termination.
In connection with the Project, on October 10, 2025, the Company entered into a subcontractor agreement (the “Subcontract”) with Rodberg Constructions, Inc. (the “Subcontractor”) pursuant to which, the Subcontractor will furnish all labor, materials, equipment, tools, scaffolding, hoisting, supervision, licenses and permits, clean-up, haul off of debris, and all other services necessary to timely and fully complete the Project. As consideration, the Company will pay the Subcontractor a total amount of $17,789,590, payable on a monthly basis in an amount equal to 95% of the value or that which is allowed by the Construction Contract or the State of Florida, computed on the basis of the quantity of the work performed, less the aggregate of previous payments. The Subcontract may be terminated upon the non-curable default of the Subcontractor, as per the terms set forth in the Subcontract. Upon termination, the Subcontractor shall not be entitled to receive any further payment until the work is wholly finished, at which time, if the unpaid balance of the amount to be paid under the Subcontract exceeds the expense incurred by the Company, the Company will pay the excess to the Subcontractor.
The foregoing description of the Construction Contract and Subcontract do not purport to be a complete statement of the parties’ rights and obligations and is qualified in its entirety by reference to the full text of the Construction Contract and Subcontract, which are expected to be filed as exhibits to the Company’s next periodic report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 8.01 Other Events.
On October 15, 2025, the Company issued a press release announcing Company’s involvement in the Project. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 15, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JFB CONSTRUCTION HOLDINGS | ||
| Date: October 17, 2025 | By: | /s/ Joseph F. Basile, III |
| Joseph F. Basile, III | ||
| Chief Executive Officer | ||
Exhibit 99.1
JFB Construction Holdings Executes $18.8 Million Contract as General Contractor for Public High School in DeSoto County, Florida
Construction of Phase 1 of Three Phases to Begin in mid-October 2025; Total Contract Valued at $100 million
Lantana, Fla. – October 15, 2025 – JFB Construction Holdings (Nasdaq: JFB), a real estate development and construction company focused on hospitality, commercial, industrial, and residential property development, today announced that it has executed a $18.8 million contract to act as general contractor for the first phase of construction of a public high school in DeSoto County, Florida.
“This contract is for the first of three phases of the construction and continuation of the existing campus of the high school of [a total of] approximately 100,000 square feet, over 40 acres, for an additional 1379 students,” said CEO, Joseph F. Basile, III. “This project is one of the most important contract wins for our company and the educational contracting segment of JFB, with a total project value of $100 million. It is a tremendous accomplishment for our company as it demonstrates our flexibility in being able to meet the varying needs of multiple sectors and client types. In addition, the construction of public schools will become a new avenue for JFB as the state of Florida continues preparation for the influx of residents and families from all over the country. We will be working with Building Tomorrow’s Schools, a school developer, which has coordinated the construction of over 40 schools in Florida.
“Our strong balance sheet, with over $34 million in working capital, is a leading factor in being awarded these type of contracts. There are many construction companies that would not be able to qualify for such an extensive project; however, our working capital enhances our bonding capacity, which is critical for securing larger and more complex construction projects, with lower risk to our clients. Further, it demonstrates the strength and reliability of the JFB organization and builds trust with our customers in our ability to complete projects on budget and on time.
“We believe that this project will have an immediate impact on our revenue for Q4 of 2025. We expect to start construction in mid-October 2025 and we plan to complete construction of Phase 1 in January 2026. The value of the Phase 2 contract is valued at over $30 million, on which we plan to commence construction in June 2026,” concluded Mr. Basile.
About JFB Construction Holdings
JFB Construction Holdings (“JFB”) offers generations of combined experience in residential and commercial construction and development. Having the experience of building multifamily communities, shopping centers, national franchises, and exclusive estate and equestrian homes, with over 2 million square feet of commercial and retail space, JFB provides hands-on professional expertise, which has led to the quality and production we are known for.
JFB’s reputation has been built on our clients’ trust and the value we bring to each project.
JFB is proud that most of our projects are obtained through referrals and repeat customers, and that to date we have provided general contracting and construction management services in 36 U.S. states.
Caution Regarding Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. These statements are subject to uncertainties and risks including, but not limited to, the risk factors discussed in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law.
JFB Construction Holdings Contact:
Joseph F. Basile, III
561-582-9840.
joe@jfbconstruction.net
Investor Relations Contact:
CORE IR
Mike Mason
516 222 2560
investors@jfbconstruction.net