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USBC INC. SEC Filings

USBC NYSE

The USBC, Inc. (NYSE American: USBC) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries that help explain complex documents in plain language. USBC is a Nevada-incorporated, publicly traded, multi-disciplinary technology company that focuses on digital financial technologies, including tokenized U.S. dollar deposits and a Bitcoin treasury strategy, as well as non-invasive health monitoring research.

Through its registration statements on Form S-1 and S-1/A, USBC outlines its business overview, corporate history, and strategic transition from its legacy non-invasive sensor technology operations as Know Labs, Inc. to a broader financial technology platform. These filings describe the USBC tokenized deposit offering, a U.S.-dollar denominated tokenized representation of a bank deposit account that operates on blockchain technology and is embedded with digital identity, and detail the establishment of a Bitcoin treasury as a primary reserve asset.

Current and prospective investors can review USBC’s Forms 8-K for information on material events, including the strategic investment by Goldeneye 1995 LLC, changes to its equity incentive plans, executive departures and related separation agreements, option repricing and new equity grants, and amendments to digital asset management agreements for its Bitcoin treasury strategy. These filings also document the company’s name and ticker change to USBC, Inc. and “USBC” on the NYSE American.

On Stock Titan, AI-generated insights highlight key sections of USBC’s filings, such as risk factor discussions, descriptions of the tokenized deposit model and Bitcoin treasury program, and details of significant capital transactions. Users can also track updates related to equity compensation plans and governance decisions reported under Item 5.02 of Form 8-K. Real-time integration with EDGAR helps ensure that new USBC filings, including future annual reports on Form 10-K, quarterly reports on Form 10-Q, and additional 8-Ks, are quickly available with concise explanations of their main points.

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USBC, Inc. reported a net loss of $25.6 million for the three months ended March 31, 2026, largely driven by a $20.0 million unrealized loss on the change in fair value of its Bitcoin and other digital assets. Selling, general and administrative expenses rose to $11.4 million as the company ramped investment in its USBC tokenized deposit program and related infrastructure, including $3.9 million of stock-based compensation and $3.1 million of affiliate service costs. USBC ended the quarter with $2.0 million in cash and cash equivalents and $68.7 million of digital assets, and entered a $25.0 million Bitcoin‑collateralized Master Loan Agreement, drawing $5.0 million to help fund development. Management cited its digital asset treasury, new credit facility, and access to external financing in concluding there is no substantial doubt about the company’s ability to continue as a going concern over the next twelve months.

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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.

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USBC, Inc. files Amendment No. 1 to its transition report for the period from October 1, 2025 to December 31, 2025 to add Part III disclosures on governance, executive pay, ownership and related-party transactions. As of April 24, 2026, 388,144,429 common shares were outstanding, with Goldeneye 1995 LLC, solely owned and managed by CEO Robert Gregory Kidd, holding 357,815,000 shares, or 92.2%, making USBC a “controlled company” under NYSE American rules.

During the Transition Period, CFO Kitty Payne received total compensation of $390,754, while former COO Kirk Chapman received $1,231,980, largely driven by option awards and severance arrangements. The board twice repriced employee stock options, including 82,000,000 options reset to a $0.37 exercise price on March 18, 2026, and maintains a 2021 Equity Incentive Plan with 96,150,750 options outstanding and 19,149,250 shares available for future grants as of December 31, 2025.

The filing details employment and separation agreements for senior executives, a clawback policy, insider trading and anti-hedging rules, and related-party dealings, including Goldeneye’s August 6, 2025 investment of 1,000 Bitcoin and $15 million for about 357.8 million shares, warrant extensions and conversions with prior investors, and the divestiture of the legacy sensor technology business to Particle Acquisition Corporation. Audit fees to BPM LLP totaled $228,760 for the Transition Period.

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USBC, Inc. is registering up to 367,634,098 shares of common stock for resale by existing stockholders, and will not receive any proceeds from these sales. The bulk of these shares were issued to Goldeneye 1995 LLC and related advisors in connection with a 2025 private placement and a preferred stock redemption.

USBC has pivoted from legacy sensor technologies to a blockchain-focused financial services model built around a Bitcoin treasury and a USBC-branded tokenized U.S. dollar deposit platform, developed with Vast Bank and Uphold. As of April 17, 2026, 388,144,429 shares of common stock were outstanding, and Bitcoin holdings of about $79.4 million represent a principal balance-sheet component, introducing significant price, liquidity, regulatory, and counterparty risks highlighted in extensive risk factors.

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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.

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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.

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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.

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USBC, Inc. director Linda Jenkinson repriced 10,000,000 stock options on common shares. An existing option covering 10,000,000 shares with a $1.10 exercise price was returned to the company, and a new option for 10,000,000 shares was granted at a $0.37 exercise price.

According to the company’s Amended and Restated 2021 Equity Incentive Plan, the repriced option vests as to 25% of the covered shares on the one-year anniversary of the applicable grant date and then in quarterly installments over the following three years, aligning compensation with long-term service.

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USBC, Inc. reported that CFO, Treasurer and Secretary Kitty B. Payne had 3,750,000 stock options repriced. Existing options with a $1.10 per-share exercise price were returned to the company and replaced with options at a reduced $0.37 per-share exercise price.

The repriced options cover 3,750,000 shares of common stock and were granted under the Amended and Restated 2021 Equity Incentive Plan. They vest 25% on the one-year anniversary of the original grant dates and then in quarterly installments over the following three years.

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USBC, Inc. filed a transition report covering the three months from October 1 to December 31, 2025, reflecting a change in fiscal year-end to December 31. The company has pivoted from its legacy Know Labs sensor focus to a digital-finance platform built around a Bitcoin-heavy treasury and tokenized bank deposits.

In August 2025, USBC issued 357.8 million shares for 1,000 Bitcoin and $15 million in cash to Goldeneye 1995 LLC, giving CEO Greg Kidd’s affiliate a controlling interest and funding its Bitcoin reserve strategy. Bitcoin is now the primary treasury asset, managed through an options program run by Hyrcanian Asset Management under a performance-fee structure.

USBC is developing a US-dollar tokenized deposit product with Vast Bank as issuing bank and Uphold as distribution partner, now in an internal Phase 1 pilot. A Master Loan Agreement with Payward Interactive allows borrowing up to $25 million secured by Bitcoin; a $5 million loan at 8.5% is in place to fund tokenized-deposit development and reimbursable affiliate services. The company highlights significant regulatory, execution, vendor, and capital-need risks, as well as concentrated control via Goldeneye.

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FAQ

How many USBC (USBC) SEC filings are available on StockTitan?

StockTitan tracks 36 SEC filings for USBC (USBC), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for USBC (USBC)?

The most recent SEC filing for USBC (USBC) was filed on May 13, 2026.