S-1: USBC Registers 367.6M Shares for Resale Amid Strategic Shift

USBC, Inc. files an S-1 registration statement to allow selling stockholders to resell 367.6 million common shares, following a major strategic pivot into digital assets and banking, including a Bitcoin treasury.

Summary

• USBC, Inc. (formerly Know Labs, Inc.) filed an S-1 Registration Statement for the resale of 367,634,098 shares of common stock by designated selling stockholders.
• The shares originate from a Private Placement with Goldeneye 1995 LLC (357,815,000 shares), compensation to Cohen & Company Securities, LLC (3,909,549 shares) and Fifth Era LLC (3,909,549 shares), and redemption of Series H Preferred Stock for J3E2A2Z LP (2,000,000 shares).
• The company recently underwent a strategic transition, expanding from non-invasive medical technology into digital assets and banking, including a Bitcoin treasury strategy and the USBC token.
• New executive leadership and board members were appointed, including Robert Gregory Kidd as CEO and Chairman.
• The company will not receive any proceeds from the resale of these shares by the selling stockholders.
• The company's common stock is listed on the NYSE American LLC under the symbol USBC, with a last reported sale price of $0.74 per share on September 15, 2025.
• Total shares outstanding as of September 15, 2025, are 388,143,679.

Sentiment

Score: 4

Explanation: The strategic pivot into digital assets and a Bitcoin treasury offers potential upside, but the significant volume of shares registered for resale by existing stockholders, coupled with the 'going concern' warning from auditors, introduces substantial uncertainty and potential downward pressure on the stock price. The company will not receive proceeds from this resale, limiting immediate capital benefit from this specific filing.

Positives

• Strategic transition into high-growth areas like digital assets, banking, and a Bitcoin treasury strategy.
• Establishment of a Bitcoin treasury with approximately 1,000 Bitcoin, valued at $115.8 million as of September 15, 2025, intended for long-term holdings, yield generation, and liquidity.
• Introduction of the USBC token, a U.S.-dollar denominated token leveraging digital identity and blockchain technology, offering high-yield rewards.
• Strengthening of the board and senior management with experienced leaders like Robert Gregory Kidd (CEO, Chairman), Kirk Chapman (COO), Linda Jenkinson (Vice Chair), and Kitty Payne (CFO).
• The company will bear all registration expenses, estimated at $96,650.74, reducing direct costs for selling stockholders.

Negatives

• The company's independent registered public accounting firm (BPM LLP) included an explanatory paragraph regarding the company's ability to continue as a going concern in its Annual Report on Form 10-K for the year ended September 30, 2024.
• The registration of 367,634,098 shares for resale by selling stockholders represents a significant portion of the 388,143,679 shares outstanding, potentially leading to substantial market dilution if all shares are sold.
• The company will not receive any proceeds from the sale of these shares by the selling stockholders.

Risks

• Investing in the common stock involves a high degree of risk, as stated in the filing, with further details in the company's Annual Report on Form 10-K and subsequent SEC reports.
• The marketability of the shares and the ability of any person or entity to engage in market-making activities could be affected by the large volume of shares registered for resale and compliance with Regulation M.
• Forward-looking statements regarding the new strategic direction, Bitcoin treasury, and USBC token are subject to substantial risks and uncertainties, and actual results may differ materially.
• The company's ability to continue as a going concern is a noted risk, as highlighted by its independent auditors.
• Potential for significant downward pressure on the stock price due to the large volume of shares being registered for resale by selling stockholders.

Future Outlook

The company plans to continue its non-invasive medical technology research while strategically investing in pioneering technologies like digital assets and banking. It intends to utilize its Bitcoin treasury to generate yield and provide liquidity for current operations and future growth, and to launch the USBC token, a U.S.-dollar denominated, high-yield digital asset.

Management Comments

• We view our Bitcoin treasury as long-term holdings and we intend to strategically utilize Bitcoin as a primary treasury reserve asset. In connection with this view, we intend to use the Bitcoin in our treasury to generate yield and provide liquidity for the consolidated balance sheet to help support and fund the current business and future growth and expansion of new business lines.

Industry Context

USBC, Inc. is transitioning into a multi-disciplinary enterprise, combining its existing non-invasive medical technology focus with new ventures in digital assets and banking. This strategic pivot positions the company to capitalize on the growing interest in blockchain technology, cryptocurrencies (specifically Bitcoin as a treasury asset), and innovative financial technology solutions, while maintaining a presence in the health tech sector.

Management Changes

Corporate Governance

Related Party Transactions

• Goldeneye 1995 LLC, a major selling stockholder, is solely owned and managed by Robert Gregory Kidd, the company's Chief Executive Officer, Chairman, and President.
• J3E2A2Z LP, a selling stockholder, is controlled by Ronald P. Erickson, the company's director and President of the Science Division, Senior Vice President.

Stakeholder Impact

• Shareholders face potential dilution from the resale of a large block of shares by selling stockholders. The strategic shift introduces new opportunities but also new risks.
• Employees: New management team and strategic direction may lead to shifts in company focus and operations.
• Customers: The company's continued research in non-invasive medical technology and the development of the USBC token suggest new product and service offerings.
• Creditors: The 'going concern' explanatory paragraph from auditors indicates potential financial challenges, though the Bitcoin treasury aims to provide liquidity.

Next Steps

• The company will use its best efforts to have the Registration Statement declared effective by the SEC by the Effectiveness Deadline (60 calendar days if SEC reviews, 30 calendar days if not, after the Filing Date).
• The company will use its best efforts to keep the Registration Statement continuously effective during its entire Effectiveness Period.
• If the company becomes eligible for Form S-3, it will promptly file a Form S-3 Registration Statement or a post-effective amendment on Form S-3.
• The company will make generally available to its security holders an earnings statement complying with Rule 158 under the 1933 Act within 90 days after the close of the period covered by the statement, following the Effective Date.

Key Dates

Recommendation

The filing presents a significant strategic pivot into potentially high-growth areas like digital assets and a Bitcoin treasury, led by a bolstered management team. This offers long-term upside potential. However, the immediate impact of registering a very large block of shares for resale by existing stockholders, from which the company receives no proceeds, coupled with the auditor's 'going concern' warning, creates considerable near-term uncertainty and potential downward pressure on the stock price. A 'hold' recommendation is appropriate to observe the execution of the new strategy and the market's absorption of the resold shares, while acknowledging the inherent risks and the company's financial health concerns.

Keywords

USBC, Bitcoin treasury, digital assets, fintech, medical technology, S-1 registration, share resale, corporate governance, blockchain, USBC token, NYSE American