0001074828FALSE00010748282026-10-072026-10-07
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): October 7, 2026
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| USBC, INC. |
| (Exact name of registrant as specified in its charter) |
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Nevada | | 001-37479 | | 90-0273142 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
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300 E 2nd Street, 15th Floor, Reno, NV | | 89501 |
| (Address of principal executive offices) | | (Zip Code) |
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775-239-7673 |
| (Registrant's telephone number, including area code) |
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| (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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 under "Second Addendum to Master Loan Agreement" of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Second Addendum to Master Loan Agreement
On October 12, 2026, USBC, Inc. (the "Company") entered into a Second Addendum to Master Loan Agreement (the “Second Addendum”) with Payward Interactive, Inc. (the “Lender”), amending its previously disclosed Master Loan Agreement dated March 18, 2026 (the “MLA”).
The Second Addendum increases the aggregate borrowing commitment under the MLA from $25.0 million to $40.0 million, subject to the terms and conditions of the MLA and the execution of individual loan term sheets. As of the effective date of the Second Addendum, the aggregate principal amount outstanding under the MLA was $21.0 million. As a result of the Second Addendum, an aggregate of $19.0 million remains available for borrowing, subject to applicable borrowing conditions and collateral requirements.
The Second Addendum replaces the previous addendum to the MLA in its entirety, without affecting the existing outstanding borrowings, which remain subject to their respective terms and conditions.
Borrowings under the MLA are secured by Bitcoin collateral held in custody with an affiliate of the Lender, Payward Financial, Inc., and remain subject to collateral maintenance requirements, including specified margin requirements and liquidation rights in the event of a collateral shortfall.
The foregoing description of the Second Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Addendum, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to Account Control Agreement
In connection with the Second Addendum, on October 12, 2026, the Company also amended its existing account control agreement governing the Bitcoin collateral securing borrowings under the MLA (the “ACA Amendment”).
The ACA Amendment expands the Company's existing collateral arrangement to provide for cross-collateralization of obligations under the MLA and certain digital asset derivative transactions. Under the amended collateral arrangements, Bitcoin collateral securing borrowings under the MLA may also secure obligations arising from such digital asset derivative transactions, and collateral posted in connection with such digital asset derivative transactions may also secure obligations under the MLA. Upon the occurrence of specified events of default, collateral may be applied to satisfy obligations under the applicable agreements in accordance with their terms.
Item 8.01. Other Events.
On October 7, 2026, the Board of Directors of the Company approved December 17, 2026, as the date of the Company's 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually. The Board established October 26, 2026, as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting. As the date of the Annual Meeting is being delayed by more than 30 days from the anniversary date of the Company’s 2025 annual meeting of stockholders, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is informing its stockholders of such change.
The deadlines for submitting stockholder proposals under Rule 14a-8 under the Exchange Act (“Rule 14a-8”), as well as the deadlines for submitting director nominations or other proposals outside of Rule 14a-8, pursuant to Rule 14a-19 of the Exchange Act ("Rule 14a-19") and the Company’s Second Amended and Restated Bylaws (as amended, the “Bylaws”), as set forth in the Company’s proxy statement for the 2025 annual meeting of stockholders, filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2025, no longer apply. Stockholders who wish to nominate a director candidate for election at the Annual Meeting, including under Rule 14a-19, must deliver notice to the Company’s Secretary no later than October 23, 2026, and must otherwise comply with the Company’s Bylaws. Stockholder proposals submitted under Rule 14a-8 under the Exchange Act must be received by the Company no later than October 23, 2026, which the Company has determined to be a reasonable time before it expects to begin printing and distributing its proxy materials for the Annual Meeting.
In accordance with the Bylaws, if a stockholder wishes to make a nomination for director, or wishes to introduce any business at the Annual Meeting, such stockholder must give the Company advance notice in accordance with the Company’s Bylaws. To be timely, the Company must receive such notice for its Annual Meeting no later than October 23, 2026.
All proposals, nominations, and/or notices must be delivered to the Company in compliance with all applicable SEC rules and regulations and the Bylaws.
Additional information regarding the Annual Meeting, including instructions for participation and voting, will be provided in the Company's definitive proxy statement to be filed with the Securities and Exchange Commission.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s ongoing product development activities, the testing and progression of its tokenized deposit product offering, the anticipated timing and execution of future development phases, the potential launch of a retail product, the Company’s engagement with third-party partners and vendors, including affiliated service providers, expected future expenditures and reimbursements in connection with such activities, future borrowings and the availability and use of proceeds under the Company’s financing arrangements, and the Company’s ability to maintain sufficient collateral coverage under its Bitcoin-backed credit facility and related cross-collateral arrangements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to, regulatory approvals, market adoption, technological developments, volatility in digital asset markets, the Company’s liquidity and financing needs and its ability to obtain and repay borrowings, collateral calls, mandatory repayments or liquidation events under the Master Loan Agreement, the potential application or liquidation of Bitcoin collateral to satisfy obligations under the Company's cross-collateral arrangements, and other risks and uncertainties more fully detailed in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the transition period ended December 31, 2025, Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, Current Reports on Form 8-K, and other reports filed with the SEC from time to time. As a result of these matters, changes in facts, assumptions not being realized, or other circumstances, the Company’s actual results may differ materially from those expressed or implied in such statements. Forward-looking statements contained in this Current Report are only made as of this date, and the Company undertakes no duty to update such information after the date of this Current Report except as required under applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
10.1 | | Second Addendum to Master Loan Agreement, dated October 12, 2026, by and between USBC, Inc. and Payward Interactive, Inc. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| USBC, INC. |
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Date: October 14, 2026 | By: | /s/ Daniel J. Beck |
| Name: | Daniel J. Beck |
| Title: | Chief Financial Officer |
