USBC INC. SEC Filings

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.

USBC insider option activity: The company's Chief Operating Officer participated in targeted option adjustments and a new grant. Outstanding options covering 7,140,000 shares were repriced from $2.45 to $1.10 and remain subject to the original vesting schedule that vests 25% after one year with quarterly vesting thereafter. In addition, a new option for 7,860,000 shares was granted at an exercise price of $1.10 with the same vesting pattern, producing a total of 15,000,000 underlying shares held after the transactions. The repriced and newly granted options have exercise windows stretching to 2035 and carry standard multi-year vesting to align with future service.

Amendment No. 1 to Schedule 13D reports that Robert Gregory Kidd and Goldeneye 1995 LLC hold an aggregate of 357,815,000 shares of USBC, Inc. common stock, representing approximately 92.1% of the 388,143,679 shares outstanding as of September 15, 2025. The filing states Mr. Kidd and Goldeneye each have sole voting and dispositive power over these shares. On September 19, 2025 the parties entered into a Registration Rights Agreement and the issuer filed a Form S-1 covering resale of the shares issued to Goldeneye in the private placement. No other transactions in the prior 60 days were reported.