JFB Construction Enters Securities Purchase Agreement With American Ventures, Expects Gross Proceeds Of ~$43.895M

Author: Benzinga Newsdesk | September 26, 2025 04:33pm

JFB Construction Holdings (NASDAQ: JFB) (the "Company"), a real estate development and construction company focused on hospitality, commercial, industrial, and residential property development, today announced that it has entered into a securities purchase agreement with American Ventures LLC, Series XIV JFB as the sole investor for a private investment in public equity ("PIPE") financing that is expected to result in gross proceeds to the Company of approximately $ 43,895,000 , before deducting placement agent fees and offering expenses.

The Company intends to use $12 million of the net proceeds from the offering to retire the Company's Class B Common Stock, par value $0.0001, owned by Joseph F. Basile III, the Company's Chief Executive Officer, pursuant to a Share Redemption Agreement, and the remainder of the proceeds shall be used for general corporate operating expenses.

Pursuant to the terms of the securities purchase agreement, the Company is selling an aggregate of 4,389,500 shares of its Series C Convertible Preferred Stock, par value $0.0001 per share, stated value $10 per share (the "Series C Convertible Preferred Stock"), convertible into 8,068,933 shares of common stock par value $0.0001 (the "Common Stock"), at a conversion price $5.44 per share of Series C Convertible Preferred Stock, (collectively for all purchasers, the "Shares"), (ii) 8,068,933 warrants (the "Common Warrants A") exercisable for 8,068,933 shares of the Company's Common Stock, and (iii) 8,068,933 warrants (the "Common Warrants B" and, together with the Common Warrants A, the "Warrants") exercisable for 8,068,933 shares of Common Stock. The purchase price for one unit consisting of the Series C Convertible Preferred Stock, Common Warrants A and Common Warrants B is $5.44 per share.

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