USBC INC. SEC Filings

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.

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.

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.

USBC, Inc. is registering 367,634,098 shares of common stock for resale by existing stockholders, including shares issued in a large August 2025 private placement and related advisor and consultant compensation. USBC will not receive any proceeds from these resale transactions.

As of September 15, 2025, USBC had 388,143,679 shares of common stock outstanding. The company has strategically shifted from solely sensor technology toward a multi‑disciplinary model combining non‑invasive medical technology with digital‑asset and banking initiatives, including a Bitcoin treasury of about 1,000 Bitcoin and development of the USBC token. USBC also maintains an at‑the‑market equity program under a separate Form S‑3 shelf, with up to $14.5 million of stock available for sale through JonesTrading.

USCB Financial Holdings is updating its at-the-market stock offering program, allowing it to offer and sell shares of common stock with an aggregate offering price of up to $14,500,000 through JonesTrading Institutional Services under an existing sales agreement. The company states that its public float is now above $75.0 million, so it is no longer subject to the Form S-3 General Instruction I.B.6 sales limitations for this registration. As of September 2, 2025, public float was $87,168,697, based on 23,622,953 shares held by non-affiliates at a price of $3.69 per share, the closing price on July 8, 2025. The common stock trades on the NYSE American under the symbol USBC, and the last reported sale price on September 4, 2025 was $0.74 per share.

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.

USBC, Inc. discloses portions of its definitive proxy statement including director background, related-party professional fees and governance procedures. The filing states that Mr. Cronin holds multiple engineering degrees and a B.A. in Psychology from the University of Vermont. The company reports it paid ipCG approximately $390,000 for the year ended September 30, 2024 and $713,000 for the year ended September 30, 2023 in professional fees. It also states Mr. Cronin is not considered an independent director because of prior service as Interim Chief Technology Officer from September 2024 to August 2025. The document includes placeholders for compensation components such as base salary, stock options, benefits and accrued vacation pay and restates proxy submission requirements for shareholder proposals.