USBC INC. SEC Filings

USBC, Inc. reported details of a separation agreement with its former Chief Operating Officer, Kirk Chapman, following his previously disclosed departure effective December 15, 2025. Under the agreement signed on January 6, 2026, Mr. Chapman will receive severance equal to his annual base salary of $320,000, paid in regular installments through the earlier of December 31, 2026 or the date he begins other employment or service. Key provisions of his prior employment agreement, including his termination obligations and restrictive covenants, remain in effect, although the company waived his post-employment non-competition obligations. All of Mr. Chapman’s unvested stock option awards outstanding as of December 31, 2025 will be forfeited, and the agreement includes a general release of claims plus non-disparagement and confidentiality covenants in favor of the company.

USBC, Inc. has filed an amended registration statement to register up to 367,634,098 shares of common stock for resale by existing selling stockholders. The company itself is not selling shares and will not receive any proceeds from these resales, though it will pay an estimated $96,650.74 of registration expenses.

As of December 30, 2025, USBC had 388,143,679 shares of common stock outstanding. The largest holder, Goldeneye 1995 LLC, received approximately 357.8 million shares in a prior private placement, and additional shares were issued as compensation to advisors and a director-affiliated entity. USBC operates as a multi-disciplinary technology company focused on a Bitcoin treasury strategy, non-invasive medical technology, and its USBC tokenized deposit program, which aims to provide blockchain-based, identity-embedded bank deposit accounts.

USBC, Inc. reports its annual overview for the year ended September 30, 2025, highlighting a major strategic pivot from legacy health sensors to a digital‑finance platform centered on a Bitcoin treasury and a USBC tokenized bank‑deposit offering. The company issued 357.8 million new shares in August 2025 to Goldeneye 1995 LLC in exchange for 1,000 Bitcoin and $15 million in cash, leaving Goldeneye with about 71.5% of fully diluted voting power and creating a controlled‑company structure. As of December 18, 2025, USBC had 388,143,679 common shares outstanding and held its corporate treasury solely in Bitcoin, managed through an options‑based yield program. Management emphasizes heavy regulatory focus, partnerships with Vast Bank and Uphold for a future USBC retail launch, and discloses extensive risk factors around losses, capital needs, governance concentration, dilution, and digital‑asset regulation.

USBC, Inc. reported that on December 12, 2025, it entered into an Amended and Restated Digital Asset Management Agreement with Hyrcanian Asset Management, LLC. This agreement updates and clarifies the terms under which Hyrcanian provides discretionary treasury management services for USBC’s Bitcoin treasury strategy, meaning Hyrcanian continues to manage the company’s Bitcoin holdings under revised terms.

The company notes that this brief description is qualified in its entirety by the full Amended and Restated Digital Asset Management Agreement, which is filed as an exhibit and incorporated by reference. No financial results or transaction amounts are disclosed in this report.

USBC, Inc. announced that Chief Operating Officer Kirk Chapman has departed the company, effective immediately, following a mutual agreement reached on December 15, 2025. The company states that his departure was not due to any disagreement over operations, policies, or practices and expresses appreciation for his role in establishing USBC’s early foundations.

USBC also filed certificates of withdrawal in Nevada on December 11, 2025 to terminate the designations of its Series C, Series D, and Series H Convertible Preferred Stock. No shares of these preferred series were outstanding at the time, and the withdrawal immediately removed the related provisions from USBC’s Restated Articles of Incorporation.

USBC, Inc. reported that board member John Cronin has resigned from the company’s Board of Directors, effective November 19, 2025. The company states that his decision to step down was not due to any disagreement with USBC or its management regarding operations, policies, or practices. The filing is focused solely on this governance change and does not disclose any related strategic or financial developments.

USBC, Inc. filed a Form S-8 to register an aggregate 65,000,000 additional shares of common stock issuable under its Amended and Restated 2021 Equity Incentive Plan, following stockholder approval on September 29, 2025.

The filing incorporates prior S-8 registrations, including 500,000 shares under the 2021 plan and 366,253 shares reserved under the 2011 plan (as adjusted), plus 550,000 shares and 48,950,000 shares registered earlier in 2025. It also notes a 1-for-40 reverse stock split effective February 19, 2025, which adjusted historical plan amounts.

USBC, Inc. reporting person Kitty B. Payne, who serves as CFO/Treasurer/Secretary and a director, disclosed option activity on 10/07/2025. The Board approved a repricing that reduced the exercise price on 1,790,000 outstanding options from $2.45 to $1.10. The reporting person also received a new grant of 1,960,000 options exercisable at $1.10. After these transactions the reporting person beneficially owns 3,750,000 underlying shares via options, all exercisable through 2035 with standard vesting of 25% after one year and quarterly installments over three years thereafter.

The repricing and new grant increase the reporting persons option exposure and lower near-term strike prices, which may affect dilution and align executive incentives with current share value. All terms disclosed are pursuant to the Amended and Restated 2021 Equity Incentive Plan.

Insider option activity: A director, Linda Jenkinson, reported option repricings and new grants on 10/07/2025 for USBC, Inc. The Board approved lowering the exercise price of previously granted options from $2.45 to $1.10 for 4,760,000 shares. The reporting person also received two option grants: one repriced option covering 4,760,000 shares and a new option for 5,240,000 shares, creating total option exposure to 10,000,000 underlying shares exercisable through 2035. Each option vests 25% after one year then quarterly over three years.