USBC, Inc. 8-K Filings

USBC, Inc. (USBC) reported the appointment of Daniel J. Beck as Chief Financial Officer, effective August 27, 2026. His employment is at will and he will also serve as the company’s Principal Financial and Accounting Officer.

Mr. Beck will receive an annual base salary of $400,000 and, subject to Compensation Committee approval, an option to purchase 2,500,000 shares of common stock under the 2021 Amended and Restated Equity Incentive Plan, with an exercise price equal to the market price at issuance. The option vests over four years, with 25% vesting on the first anniversary of grant and the remaining 75% vesting ratably over the next three years, conditioned on continued employment. USBC states there are no arrangements, family relationships, or related-party transactions connected to his appointment and discloses that Mr. Beck is a named defendant in ongoing SVB-related litigation, with no adverse factual findings or judgments concerning him to date.

USBC, Inc. (USBC) reported a Chief Financial Officer transition. On August 21, 2026, Kitty Payne informed the company she will move from serving as USBC’s CFO to become Chief Financial Officer of Vast Bank, N.A., an affiliated national bank headquartered in Tulsa, Oklahoma.

Ms. Payne will begin her new role at Vast Bank effective August 31, 2026. The company states that her move reflects the continued advancement of its tokenized deposit initiative, with Vast Bank serving as the initial issuing bank. USBC notes that her decision does not result from any disagreement regarding its operations, policies, or practices and that a successor CFO has been identified and will be announced separately.

USBC, Inc. drew an additional fixed-rate borrowing of $3.0 million on July 28, 2026 under its Master Loan Agreement with Payward Interactive, Inc., bringing total outstanding principal to $18.0 million of a $25.0 million facility at 8.5% interest, maturing July 28, 2027. These borrowings are secured solely by 479 Bitcoin held with an affiliate custodian, with collateral maintenance provisions; a 22.3% decline in collateral value as of July 31, 2026 would have reduced coverage to the 130% collateral call margin ratio, and no collateral calls or liquidations had occurred by that date.

The company also described progress on its multi-phase strategy to launch the USBC tokenized deposit product with Vast Bank. Phase 1 internal testing completed core technical readiness, Phase 2 expands invited-user testing and operational readiness, and later phases target an initial commercial launch and broader rollout, including USBC Pay for blockchain-based consumer–merchant payments on iOS and Android.

USBC, Inc. disclosed that majority holder Goldeneye 1995 LLC, which controls approximately 92.2% of the voting power, has approved a reverse stock split of the company’s common stock. The split may be implemented at a ratio between 1-for-2 and 1-for-5 and will not reduce authorized shares or result in fractional share issuance.

The board previously approved the action and chose written consent instead of a special meeting to lower costs and move more quickly. The reverse split can be effected at any time within twelve months after June 15, 2026, once Schedule 14C notice and Rule 14c-2 requirements are satisfied.

USBC also emphasized its strategy as a growth-stage financial technology company developing a U.S.-dollar denominated tokenized deposit embedded with digital identity. It has built core infrastructure and completed initial internal testing, with development costs accelerating and expected to be significant. The company depends on external capital and may issue additional shares, and the board believes the reverse split may help future capital-raising efforts, though this outcome is not assured.

USBC, Inc. entered into a new $5.0 million fixed‑rate borrowing on June 1, 2026 under its Master Loan Agreement with Payward Interactive, bringing total outstanding borrowings to $15.0 million at 8.5% interest, maturing on June 1, 2027 and secured solely by 336 Bitcoin.

The company reports ongoing development of its USBC tokenized deposit product with Vast Bank, having tested core features with internal users and reimbursed approximately $3.9 million of development costs under a services agreement capped at $10.5 million through December 31, 2026. The product is intended to offer U.S. dollar bank deposits represented as tokenized balances on the USBC network alongside Vast Bank’s traditional payment rails.

USBC, Inc. has drawn an additional fixed-rate borrowing of $5.0 million under its Master Loan Agreement with Payward Interactive, increasing total outstanding borrowings to $10.0 million. The new loan bears interest at 8.5% per annum and matures on April 27, 2027, secured solely by Bitcoin collateral with margin and liquidation provisions.

The company is in Phase 1 of testing its USBC tokenized deposit product with internal users, focusing on technical readiness of core features. Development work, including vendor coordination and platform integration, is accelerating, and related costs are expected to be significant. Under its Affiliate Services Agreement with Vast Holdings, USBC has reimbursed approximately $3.5 million of development costs out of a $10.5 million cap effective through December 31, 2026.

USBC, Inc. reports that former Chairman and Science Division President Ronald P. Erickson concluded his service effective March 27, 2026, in connection with the divestiture of the company’s legacy non-invasive sensor technology business. The company states his departure was not due to any disagreement over operations, policies, or practices.

Under a Separation and General Release Agreement, USBC will pay Erickson severance equal to his annual base salary of $375,000 in installments over one year, in exchange for a general release and ongoing covenants. In addition, all 167,500 previously unvested restricted shares from a 335,000-share equity award vested in full on his last employment date.

USBC, Inc. has completed the divestiture of its legacy non-invasive sensor technology business to Particle Acquisition Corporation, an entity associated with former Chairman and CEO Ron Erickson. USBC transferred all equity of its subsidiary Particle, Inc. for $1 plus the buyer’s assumption of all business-related obligations, including the Seattle office lease.

USBC will receive a 10% revenue share on future net revenue from products using the transferred sensor technology and an acquisition share of 5%–35% of proceeds from certain future change-of-control transactions. The company stated that the divestiture’s financial impact is not expected to be material to its financial statements.

USBC and the buyer also entered into a secured promissory note of up to $450,000 to fund a portion of the buyer’s operating expenses, bearing 10% annual interest and maturing on September 23, 2026, with an extension option. Effective at closing, Ron Erickson left the board and his role as Science Division President. Management described the divestiture as a key step in simplifying operations and reallocating capital toward USBC’s core fintech initiative around tokenized deposit offerings.

USBC, Inc. has regained full compliance with all NYSE American continued listing standards, effective March 27, 2026, ending its prior noncompliant status. The company had previously fallen short of minimum stockholders’ equity requirements under Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide.

NYSE American has determined that USBC resolved these deficiencies and removed the “.BC” noncompliance indicator, also taking the company off its list of noncompliant issuers. A capital infusion tied to the August 2025 acquisition of a controlling interest in USBC by Goldeneye 1995 LLC helped restore compliance.

USBC remains subject to ongoing NYSE American listing standards and monitoring, and under Section 1009(h), a new shortfall within twelve months could prompt further review and potential accelerated delisting procedures.

USBC, Inc. is changing the terms of its employee and director stock options. On March 18, 2026, the Board approved an option repricing under the Amended and Restated 2021 Equity Incentive Plan, lowering the exercise price of all 83.0 million outstanding stock options to $0.37 per share, equal to the closing price of the common stock that day.

The repricing covers options held by executives and directors, including 3,750,000 option shares held by Chief Financial Officer Kitty Payne and 10,000,000 option shares held by Director and Vice Chair Linda Jenkinson. The Board states that this change is intended to motivate and retain optionees to advance the company for the benefit of stockholders.

USBC, Inc. has begun Phase 1 of a multi-phase delivery strategy to launch its USBC tokenized deposit offering. This first phase is a pilot with a limited group of internal employees who voluntarily participate in an extended test.

The pilot runs in a non-production environment, is not a consumer offering, and is not available to the public. Results from Phase 1 will guide the Company’s evaluation of when a retail tokenized deposit product might be offered, with later phases and any launch timeline subject to regulatory, board, and bank partner approvals.

The Company notes that information about its business and operations may be shared through its investor relations website, the USBC ecosystem site, SEC filings, press releases, and specified social media channels, and includes forward-looking statements that are subject to risks such as regulatory approvals, market adoption, and technological developments.

USBC, Inc. entered into a strategic partnership agreement with Vast Bank, N.A. and Uphold HQ Inc. to support a tokenized deposit network. The relationship will let Uphold customers use USBC’s tokenized deposit program to access banking services provided by Vast Bank.

From the general commercial launch to the agreement’s termination, Uphold will use USBC and Vast Bank as its exclusive partners for tokenized deposit offerings, and USBC and Vast Bank will use only Uphold as the cryptoasset market platform for this program. The agreement starts on January 20, 2026, runs through one year after the general launch, and automatically renews for one-year terms. A prior memorandum of understanding among the parties from October 2025 is terminated as of the effective date.

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.

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. 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. reported that its board approved an option repricing and new equity grants under the Amended and Restated 2021 Equity Incentive Plan. On October 7, 2025, the exercise price of previously granted options covering 48,620,000 shares was reduced from $2.45 to $1.10 per share, the closing price of the company’s common stock that day. These repriced awards include options held by named executive officers and directors, such as 1,790,000 shares for the CFO, 7,140,000 for the COO, and 4,760,000 for a director. The board also granted new ten-year stock options covering 55,030,000 shares at $1.10 per share, which vest 25% between three months and one year from grant and quarterly over the following three years for continued service. Named executives received new grants including 1,960,000 shares for the CFO, 7,860,000 for the COO, and 5,240,000 for the director.

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.

USBC, Inc. entered into a Capital on Demand at-the-market equity program with JonesTrading that originally allowed sales of up to $5,000,000 of common stock. The company has now increased the amount available for sale under this Sales Agreement to an aggregate offering price of up to $14,500,000, using its already effective $18,000,000 shelf registration on Form S-3.

There is no minimum sale requirement, so the actual number of shares sold and total proceeds will depend on future market transactions. USBC plans to use any net proceeds primarily for general corporate purposes, including working capital and capital expenditures. Since December 31, 2024, the company has sold 1,708,124 shares under the program for gross proceeds of approximately $1,269,236, and common shares outstanding were 384,234,130 as of September 4, 2025.