USBC, Inc.

USBC, Inc. filed Amendment No. 3 to its S-1 registration statement, reducing the number of common shares registered for selling stockholders from 367.6 million to 359.8 million. This amendment incorporates recent financial reports and reflects the removal of 7.8 million shares previously held by Cohen & Company Securities and Fifth Era LLC. The company continues to focus on its tokenized deposit offering and Bitcoin treasury strategy, having recently divested its legacy sensor technology business and secured a $15.0 million loan.

USBC, Inc. announced that its major shareholder, Goldeneye 1995 LLC, approved a reverse stock split at a ratio ranging from 1-for-2 to 1-for-5. The Board had previously recommended the split, which aims to improve the marketability of the common stock and facilitate future capital raising efforts. The company, a growth-stage fintech focused on a tokenized deposit offering, is accelerating development costs and relies on external capital, though there's no assurance the split will achieve its objectives.

USBC, Inc. announced it submitted a comment letter to the Federal Deposit Insurance Corporation (FDIC), expressing strong support for the proposed rule on the treatment of tokenized bank deposits under federal banking rules. The company believes this proposal is a vital and responsible step towards formalizing the regulatory framework needed for tokenized deposits and anticipates benefiting from higher activity in this area. USBC also urged the FDIC to confirm that third-party-operated blockchains can serve as sufficient deposit account records for insurance purposes.

USBC, Inc. secured an additional $5.0 million fixed-rate borrowing under its Master Loan Agreement, increasing the total outstanding to $15.0 million at an 8.5% annual interest rate, maturing June 1, 2027. This debt is secured by 336 Bitcoin collateral. Concurrently, the company provided an update on its tokenized deposit product offering, announcing successful internal testing of core features and incurring approximately $3.9 million in development-related costs to Vast Holdings, Inc. The product aims to combine traditional bank deposits with blockchain-based transfer capabilities.

USBC, Inc. reported a net loss of $25.55 million for the three months ended March 31, 2026, significantly wider than the $3.58 million loss in the prior year. This was primarily driven by a $20.0 million non-cash unrealized loss on the change in fair value of digital assets and increased operating expenses. The company also completed the divestiture of its legacy non-invasive sensor technology business and continues to focus on developing financial-services network infrastructure and digital-asset banking capabilities.

USBC, Inc. filed an amendment to its Transition Report on Form 10-K for the period ended December 31, 2025, to include information required by Part III, covering directors, executive officers, corporate governance, and executive compensation. This amendment was filed because the company will not file a definitive proxy statement within 120 days. The filing details USBC's status as a "controlled company" and its board leadership structure, with Robert Gregory Kidd serving as both Chairman and CEO.

USBC, Inc. filed Amendment No. 1 to its Transition Report on Form 10-K to include information required by Part III, covering Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Principal Accounting Fees. This amendment was filed because the company will not file a definitive proxy statement within 120 days after the end of the transition period. The company operates as a "controlled company" under NYSE American rules, impacting its corporate governance committee composition.

USBC, Inc. announced that Ronald P. Erickson concluded his service as a member of the Board of Directors and as President of the Company's Science Division, effective March 27, 2026. This departure followed the completion of the divestiture of the company's legacy non-invasive sensor technology business. Erickson will receive severance payments equal to his annual base salary of $375,000, as outlined in a Separation and General Release Agreement dated April 9, 2026. The company stated that his departure was not due to any disagreement.