COO exit terms at USBC (NYSE: USBC) detailed in amended filing

Rhea-AI Filing Summary

USBC, Inc. filed an amended report to add a missing typed signature, while keeping all prior disclosures unchanged. The filing describes a separation agreement with former Chief Operating Officer Kirk Chapman, who left the company 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 payroll installments until the earlier of December 31, 2026 or the start of other employment or service. Certain obligations and restrictive covenants from his August 6, 2025 employment agreement remain in effect, although the company waived his post-employment non‑competition obligations.

The agreement includes a general release of claims plus non‑disparagement and confidentiality covenants benefiting the company. All of Mr. Chapman’s unvested stock option awards outstanding as of December 31, 2025 will be forfeited.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2026

USBC, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-37479		90-0273142
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

300 E 2nd Street, 15th Floor, Reno, NV		89501
(Address of principal executive offices)		(Zip Code)

775-239-7673

(Registrant's telephone number, including area code)

_________________________________________

(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
Common Stock, par value $0.001		USBC		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Explanatory Note

This amendment on Current Report on Form 8-K/A to the registrant's Form 8-K dated January 12, 2026 (the “Original Form 8-K”), is being filed solely to insert on the signature page the typed form of signature on behalf of the registrant that was inadvertently omitted from the Original Form 8-K. All other information contained in the Original Form 8-K remains unchanged.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

As previously disclosed in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 17, 2025, USBC, Inc. (the “Company”) and Kirk Chapman, the Company’s Chief Operating Officer, mutually agreed that Mr. Chapman would depart from his position effective December 15, 2025.

Separation Agreement

In connection with Mr. Chapman’s departure from his role as the Company’s Chief Operating Officer, the Company and Mr. Chapman entered into a separation agreement on January 6, 2026 (the “Separation Agreement”). The Separation Agreement provides that Mr. Chapman will receive severance benefits equal to his annual base salary of $320,000 per annum payable in substantially equal installments on the Company’s regular payroll dates until the earlier of: (i) December 31, 2026 and (ii) the date that Mr. Chapman commences “Other Employment or Service,” which the Separation Agreement generally defines as any direct or indirect engagement of Mr. Chapman’s services by any individual, partnership, joint venture, corporation, limited liability company, firm, group or other entity as an employee, consultant, advisor, independent contractor, director, partner, shareholder, member, joint venturer or in any other capacity.

Except as expressly modified by the Separation Agreement, Section 4(a) (Mr. Chapman’s obligations upon termination) and Section 5 (restrictive covenants) of the employment agreement, dated August 6, 2025, by and between Mr. Chapman and the Company (the “Employment Agreement”) will remain in full force and effect. However, the Company agreed to waive the post-employment non-competition obligations set forth in Section 5(d) of the Employment Agreement.

The Separation Agreement includes a general release of claims and customary non-disparagement and confidentiality covenants in favor of the Company.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which will be filed with the Company’s Transition Report on Form 10-K and incorporated by reference herein.

Forfeiture of Unvested Option Grants

All of Mr. Chapman’s unvested option awards as of December 31, 2025, his last day of employment with the Company, will be forfeited. Mr. Chapman joined the Company in August 2025.

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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, thereunto duly authorized.

	USBC, INC.
Date: January 12, 2026	By:	/s/ Kitty Payne
	Name:	Kitty Payne
	Title:	Chief Financial Officer

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FAQ

What is the main purpose of USBC (USBC) filing this amended 8-K/A?

The amended report is filed solely to add the typed form of the registrant’s signature on the signature page, which had been inadvertently omitted previously. All other information from the original report remains unchanged.

What severance will former COO Kirk Chapman receive from USBC (USBC)?

Kirk Chapman will receive severance benefits equal to his annual base salary of $320,000 per year, paid in substantially equal installments on USBC’s regular payroll dates until the earlier of December 31, 2026 or the date he begins other employment or service.

When did Kirk Chapman’s employment with USBC (USBC) end?

USBC and Kirk Chapman mutually agreed that he would depart from his role as Chief Operating Officer effective December 15, 2025, as previously disclosed in an earlier report.

What happens to Kirk Chapman’s unvested stock options at USBC (USBC)?

All of Mr. Chapman’s unvested option awards outstanding as of December 31, 2025, his last day of employment with USBC, will be forfeited under the terms described.

Does the separation agreement include non-compete obligations for the former COO of USBC (USBC)?

Certain obligations and restrictive covenants from Mr. Chapman’s employment agreement remain in effect, but USBC agreed to waive the post-employment non‑competition obligations contained in Section 5(d) of that agreement.

What legal protections for USBC (USBC) are included in the separation agreement with Kirk Chapman?

The separation agreement includes a general release of claims by Mr. Chapman and customary non‑disparagement and confidentiality covenants in favor of USBC.