USBC (USBC) investors back larger 2021 equity plan and all directors

Rhea-AI Filing Summary

USBC, Inc. reported results from its latest Annual Meeting of Stockholders. Shareholders approved an Amended and Restated 2021 Equity Incentive Plan that increases the number of shares of common stock authorized for issuance under the plan by 65,000,000 shares, allows the board or compensation committee to expressly permit repricing and exchanges of awards to help maintain incentive and retention value, and revises the evergreen provision so the automatic annual increase is 15,000,000 shares.

All eight director nominees were elected with more than 364.8 million votes cast for each. Shareholders also ratified the appointment of BPM, LLP as independent registered public accounting firm for the fiscal year ending September 30, 2025. As of the August 18, 2025 record date, 384,234,130 shares of common stock were outstanding, and 368,214,275 shares, or 95.83% of the outstanding common stock, were represented at the meeting, satisfying quorum requirements.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 30, 2025

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. ☐

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

Amended and Restated 2021 Plan

On September 29, 2025, USBC, Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, stockholders approved, among other things, the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the “Amended and Restated 2021 Plan”). The 2021 Amended and Restated Plan (i) increased the number of shares of Common Stock authorized for issuance under the 2021 Plan by 65,000,000 shares; (ii) provided flexibility to the Board and/or compensation committee to expressly permit repricings and other exchanges of awards under the 2021 Amended and Restated Plan for the purpose of, among other things, maintaining the incentive and retention value of eligible awards; and (iii) amended the evergreen provision that automatically increases the number of shares authorized for issuance under the 2021 Amended and Restated Plan to 15,000,000 shares.

The description of the Amended and Restated 2021 Plan is qualified in its entirety by reference to the full text of the Amended and Restated 2021 Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders. 

On September 29, 2025, the Company held an Annual Meeting to vote and consider the proposals described below.

As of August 18, 2025, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were outstanding 384,234,130 shares of Common Stock, all of which were entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record was entitled to one vote for each share of our common stock held by such stockholder.

At the Annual Meeting, 368,214,275 shares of Common Stock were represented and voted, in person or by proxy, or 95.83% of the outstanding Common Stock, constituting the presence in person or by proxy of the holders of more than one-third (33.33%) of the outstanding Common Stock needed for a quorum at the Annual Meeting.

The following proposals, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 26, 2025, received the votes listed below. Each proposal was approved.

Proposal No. 1 - To elect eight (8) nominees to serve on the Board until the 2026 Annual Meeting of Stockholders. The Company’s stockholders elected eight (8) nominees to serve on the Board. The final voting results are as follows:

Nominee		For		Withheld		Broker Non-Votes
Robert Gregory Kidd		364,875,413		250,202		3,088,660
Ronald P. Erickson		364,854,382		271,233		3,088,660
John Cronin		364,967,809		157,806		3,088,660
William A. Owens		364,973,004		152,611		3,088,660
Jon Pepper		364,972,767		152,848		3,088,660
Ichiro Takesako		364,970,555		155,060		3,088,660
Linda Jenkinson		364,961,387		164,228		3,088,660
Larry K. Ellingson		364,976,399		149,216		3,088,660

Proposal No. 2 – To ratify the appointment of BPM, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. The final voting results are as follows:

For		Against		Withheld		Broker Non-Votes
368,066,018		140,578		7,679		-

Proposal No. 3 – To approve the Amended and Restated 2021 Plan which (i) would increase the number of shares of Common Stock authorized for issuance under the Amended and Restated 2021 Plan by 65,000,000 shares; (ii) provide flexibility to the Board and/or compensation committee to expressly permit repricings and other exchanges of awards under the Amended and Restated 2021 Plan for the purpose of, among other things, maintaining the incentive and retention value of eligible awards; and (iii) amend the evergreen provision that automatically increases the number of shares authorized for issuance under the Amended and Restated 2021 Plan to 15,000,000 shares. The Company’s stockholders approved the Amended and Restated 2021 Plan.   The final voting results are as follows:

For		Against		Withheld		Broker Non-Votes
362,712,024		2,393,933		19,658		3,088,660

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith: 

Exhibit No.		Description
10.1		Amended and Restated USBC, Inc. 2021 Equity Incentive Plan

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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: October 3, 2025	By:	/s/ Robert Gregory Kidd
	Name:	Robert Gregory Kidd
	Title:	Chief Executive Officer

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FAQ

What did USBC (USBC) shareholders approve at the latest Annual Meeting?

Shareholders approved the Amended and Restated 2021 Equity Incentive Plan, elected eight directors to the board, and ratified BPM, LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2025.

How many additional shares can be issued under USBC's Amended and Restated 2021 Equity Incentive Plan?

The Amended and Restated 2021 Equity Incentive Plan increases the number of shares of common stock authorized for issuance under the plan by 65,000,000 shares.

What change was made to the evergreen provision in USBC's 2021 Equity Incentive Plan?

The evergreen provision was amended so that the automatic increase in shares authorized for issuance under the Amended and Restated 2021 Equity Incentive Plan is 15,000,000 shares.

Did USBC shareholders ratify the company’s independent auditor for 2025?

Yes. Shareholders ratified the appointment of BPM, LLP as USBC’s independent registered public accounting firm for the fiscal year ending September 30, 2025, with 368,066,018 votes for, 140,578 against, and 7,679 withheld.

What was the shareholder turnout at USBC's September 29, 2025 Annual Meeting?

Out of 384,234,130 shares of common stock outstanding as of the August 18, 2025 record date, 368,214,275 shares were represented in person or by proxy, equal to 95.83% of the outstanding common stock.

Were all USBC director nominees elected at the 2025 Annual Meeting?

Yes. All eight nominees, including Robert Gregory Kidd and the other listed directors, were elected to serve until the 2026 Annual Meeting of Stockholders, each receiving more than 364.8 million votes for and minimal votes withheld.