S-1/A: USBC Registers 367.6M Shares for Resale by Key Investors

Sentiment:

Resale Registration Statement Amendment 31 December 2025 4:57 PM

USBC, Inc. files an amended S-1 registration statement for the resale of 367.6 million common shares by selling stockholders, including Goldeneye 1995 LLC, without receiving any proceeds.

Delay expectedThe registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Capital raiseThe company has a Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC, allowing it to offer and sell shares of common stock through an at-the-market offering program, with an aggregate offering price of up to $14,500,000.In February 2024, the company entered into a securities purchase agreement with Lind Global Fund II, LP, for senior convertible notes up to $14,400,000 in principal amount and warrants to purchase up to 6,000,000 shares.The Private Placement with Goldeneye 1995 LLC in August 2025 involved a $125 million strategic controlling-interest acquisition, consisting of 1,000 Bitcoin and $15 million in cash, in exchange for 357.8 million shares.

Summary

An S-1/A registration statement has been filed for the resale of up to 367,634,098 shares of common stock by identified selling stockholders.
The company will not receive any proceeds from the sale or other disposition of these shares by the selling stockholders.
The shares include 357,815,000 shares issued to Goldeneye 1995 LLC as part of a $125 million strategic controlling-interest acquisition in August 2025, which involved 1,000 Bitcoin and $15 million in cash.
Additional shares were issued as compensation to Cohen & Company Securities, LLC (3,909,549 shares) and Fifth Era LLC (3,909,549 shares), and to J3E2A2Z LP (2,000,000 shares) for the redemption of Series H Convertible Preferred Stock.
USBC, Inc. (formerly Know Labs, Inc.) is a multi-disciplinary technology company focused on digital financial technologies, including tokenized deposits and a Bitcoin treasury strategy, while maintaining its legacy non-invasive health monitoring research.
The company has established a Bitcoin treasury strategy, holding approximately 1,015 Bitcoin valued at $89.5 million as of December 30, 2025, with the intent to generate yield through option derivative contracts managed by Hyrcanian Asset Management, LLC.
A key focus is the development of the USBC tokenized deposit offering, a U.S.-dollar denominated bank deposit account on blockchain, in collaboration with Uphold HQ Inc. and Vast Bank, N.A., with a pilot program planned before a retail launch.
The company is a 'smaller reporting company' and intends to utilize associated reduced public company reporting requirements.
The 'at the market' offering program with JonesTrading Institutional Services LLC was increased to an aggregate offering price of up to $14,500,000 on September 5, 2025.

Sentiment

Score: 5

Explanation: The filing is primarily a registration for the resale of shares by existing stockholders, which does not generate proceeds for the company and could lead to market dilution. While it reiterates the company's strategic pivot into promising fintech and digital asset sectors, the filing itself is a procedural step rather than a direct operational update.

Positives

The company has undergone a strategic pivot into the high-growth digital financial technologies sector, including tokenized deposits and a Bitcoin treasury strategy.
A significant strategic controlling-interest acquisition by Goldeneye 1995 LLC brought in 1,000 Bitcoin and $15 million in cash, bolstering the company's financial position and strategic direction.
The establishment of a Bitcoin treasury strategy aims to generate yield and support future growth and expansion of new business lines.
Collaborations with established financial technology companies like Uphold HQ Inc. and banking partners like Vast Bank, N.A. are in place for the tokenized deposit offering.
The new management team, led by CEO Greg Kidd, brings decades of technology and fintech experience.
Bitcoin holdings are secured with a U.S.-based, institutional-grade custodian using cold storage and segregated accounts, with contractual liability provisions.

Negatives

The company will not receive any proceeds from the sale of the 367,634,098 shares by the selling stockholders, which could lead to market dilution for existing public shareholders.
Investing in the common stock involves a high degree of risk, as explicitly stated in the filing.
The Bitcoin treasury strategy involves option derivative contracts, which inherently carry risks related to market volatility and counterparty performance.
The tokenized deposit offering is still in development, requiring technical and regulatory readiness, negotiation of definitive agreements, and a pilot program before a commercial retail launch.
As a 'smaller reporting company,' the company is eligible for reduced public company reporting requirements, which may result in less information being available to investors compared to larger companies.

Risks

Investing in common stock involves a high degree of risk, with detailed risk factors incorporated by reference from the most recent Annual Report on Form 10-K and subsequent SEC reports.
Forward-looking statements are subject to substantial known and unknown risks, uncertainties, assumptions, and other important factors that may cause actual results to differ materially.
New risk factors may emerge over time, and management cannot predict all potential impacts on the business.
Primary counterparty risk exists with respect to Bitcoin holdings due to performance obligations under custody arrangements with the third-party custodian.
The Bitcoin treasury trading strategy, involving option derivative contracts, carries inherent risks, although it is intended to boost Bitcoin holdings through premiums.
The tokenized deposit program is subject to technical and regulatory readiness, as well as the negotiation of definitive strategic partnership agreements and bank partner approvals.

Future Outlook

The company plans for the future commercial launch of the U.S. Bank Coin (USBC) tokenized deposit offering, following a structured pilot program and subject to requisite regulatory, board, and bank partner approvals. It intends to strategically utilize its Bitcoin treasury as a primary reserve asset to generate yield, supporting current business operations and future growth and expansion into new business lines. The company will also continue its research program and activities in the non-invasive medical technology space.

Management Comments

We believe our combination of a strategic Bitcoin reserve with a focus on the non-invasive medical technology and financial technology spaces positions us to offer a unique opportunity for long-term value creation.

Industry Context

The company's strategic pivot into digital financial technologies, including tokenized deposits and a Bitcoin treasury strategy, positions it within the rapidly evolving fintech and blockchain sectors. This move aligns with broader industry trends towards digital asset adoption and the tokenization of traditional financial instruments, aiming to capitalize on innovation in payments, banking, and investments. The collaboration with Uphold and Vast Bank indicates an effort to integrate with existing financial infrastructure while leveraging blockchain for enhanced efficiency and inclusion.

Comparison to Industry Standards

The company claims that while other tokenized deposit products exist, USBC is the first to provide direct access to end users, enabled by its permissioned blockchain and risk management tech stack. No specific comparable companies, projects, or results are detailed in the filing for direct assessment against industry standards.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer, Chairman, and President	NA	Robert Gregory Kidd	2025-08-06	Appointment in connection with the strategic controlling-interest acquisition by Goldeneye 1995 LLC, where Mr. Kidd is the sole owner and manager.
Chief Financial Officer	NA	Kitty Payne	2025-08-06	New employment agreement in connection with the strategic shift.
President of the Science Division, Senior Vice President, and Director	NA	Ronald P. Erickson	2025-06-06	Amendment to employment agreement, continuing in role after strategic shift.
Executive	Peter J. Conley	NA	2025-08-06	Separation Agreement entered into.
Executive	NA	Kirk Chapman	2025-08-06	New employment agreement in connection with the strategic shift.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Name Change and Ticker Symbol Change	Changed corporate name from Know Labs, Inc. to USBC, Inc. and ticker symbol to USBC on the NYSE American.	2025-08-15	Reflects a strategic pivot to financial-technology platform and digital asset treasury reserve.
Bylaws Amendment	Amendment No. 1 to the Second Amended and Restated Bylaws.	2025-12-15	Updates corporate governance framework.
Equity Incentive Plan Amendment	Amended and Restated USBC, Inc. 2021 Equity Incentive Plan.	2025-10-03	Adjusts equity compensation framework for employees and directors.
Director Liability and Indemnification	Articles of incorporation eliminate or limit director liability to the fullest extent permitted by Nevada Revised Statutes; separate indemnification agreements with directors and executive officers; directors and officers liability insurance policy in place.	NA	Provides protection for directors and officers against certain liabilities, potentially influencing risk-taking and attracting talent.
Tokenized Deposit Program Governance	The USBC tokenized deposit program will be integrated into the issuing bank's overall corporate governance structure, subject to oversight by audit and risk committees and regular third-party audits.	NA	Ensures regulatory compliance, operational control, and transparency for the new financial product.

Related Party Transactions

Goldeneye 1995 LLC, whose sole owner and manager is Robert Gregory Kidd (the company's CEO, Chairman, and President), acquired 357,815,000 shares of common stock in a private placement.
J3E2A2Z LP, an entity controlled by Ronald P. Erickson (the company's director and President of the Science Division, Senior Vice President), received 2,000,000 shares of common stock in connection with the redemption of Series H Preferred Stock and holds warrants for 25,992 shares.
Ronald P. Erickson converted dividends into common stock in June 2023 and June 2024.
Clayton A. Struve converted dividends into common stock in June 2023 and June 2024, and had warrant agreements extended in December 2022 and December 2024.

Stakeholder Impact

Shareholders: Potential for dilution from the resale of a large block of shares by selling stockholders, as the company will not receive any proceeds from these sales. Investing in common stock involves a high degree of risk.
Employees: New employment agreements for key management personnel and an amended equity incentive plan are in place, potentially impacting employee retention and motivation.
Customers: The development and future launch of the USBC tokenized deposit offering could provide new financial services to customers, focusing on financial inclusion and innovation.
Creditors: The redemption of Series H Preferred Stock and repayment of certain promissory notes impact the company's debt structure and obligations.

Next Steps

Finalize technical and regulatory readiness for the USBC tokenized deposit offering.
Negotiate terms of a definitive strategic partnership agreement with Vast Bank and Uphold.
Conduct a structured pilot program to evaluate the USBC tokenized deposit offering with a limited group of internal users.
Schedule the targeted retail launch date for the tokenized deposit offering after the pilot program concludes and incorporates outcomes, subject to requisite regulatory, board, and bank partner approvals.
Selling stockholders may sell or otherwise dispose of the registered shares from time to time after the effective date of the registration statement.

Key Dates

Date	Description
1998-10-08	Company incorporated under the laws of the State of Nevada.
2022-09-15	Registration Statement on Form 8-A filed with the SEC.
2023-06-27	Mr. Struve converted dividends of $350,696 into 35,070 shares of common stock related to Series D Convertible Preferred Stock.
2023-12-22	Shelf registration statement on Form S-3 (File No. 333-276246) initially filed with the SEC.
2024-01-11	Shelf registration statement on Form S-3 declared effective by the SEC.
2024-02-27	Entered into a securities purchase agreement with Lind Global Fund II, LP for senior convertible notes and warrants.
2024-03-07	Issued 102,302 shares of common stock at $0.782 for a debt offering.
2024-03-08	Issued 714,828 shares of common stock in a cashless warrant exercise.
2024-05-24	Issued 108,500 shares of common stock related to warrant exercise at $0.25 per share.
2024-06-18	Mr. Struve converted dividends of $800,384 into 3,201,534 shares of common stock related to Series C and D Convertible Preferred Stock.
2024-06-27	Issued 546,697 shares of common stock at $0.44 per share for a principal payment of convertible debt.
2024-08-28	Issued 30,000 shares of common stock at $0.26 per share for a warrant exercise.
2024-12-31	Engagement Letter with Cohen & Company Securities, LLC and Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC dated.
2025-01-09	Business Consulting Service Agreement with Fifth Era LLC dated.
2025-02-28	Promissory Note issued to 1800 Diagonal Lending LLC.
2025-06-02	Issued 16,916 shares of Series H Preferred Stock upon redemption of $1,184,066 in promissory notes.
2025-06-05	Securities Purchase Agreement with Goldeneye 1995 LLC dated.
2025-08-06	Issued 3,295,379 shares of common stock for repayment of Struve Loan Documents; 8,333,440 shares for conversion of Series C and D Preferred Stock; 2,000,000 shares for Series H Preferred Stock redemption; and approximately 357.8 million shares to Goldeneye in the Private Placement.
2025-08-15	Corporate name changed to USBC, Inc. and ticker symbol to USBC on the NYSE American.
2025-09-05	Increased the amount available for sale under the Sales Agreement with JonesTrading to $14,500,000.
2025-09-17	Issued 3,909,549 shares of common stock to Fifth Era LLC.
2025-10-01	Entered into a collaboration with Uphold HQ Inc. and Vast Bank, N.A.
2025-11-18	Registration Rights Agreement with Goldeneye 1995, LLC, Cohen & Company Securities, LLC and Fifth Era LLC dated.
2025-12-11	Certificate, Amendment or Withdrawal of Designation, relating to Series C, D, and H Preferred Stock, filed with the Secretary of State of Nevada.
2025-12-12	Amended and Restated Digital Asset Management Agreement with Hyrcanian Asset Management, LLC dated.
2025-12-15	Amendment No. 1 to the Second Amended and Restated Bylaws dated.
2025-12-19	Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC.
2025-12-30	Last reported sale price for common stock on NYSE American LLC was $0.63 per share; 388,143,679 shares of common stock outstanding.
2025-12-31	Filing date of Amendment No. 1 to Form S-1 Registration Statement.

Recommendation

hold

The filing details the registration of a substantial block of shares (367.6 million) for resale by key selling stockholders, including the controlling investor Goldeneye 1995 LLC. While this does not generate direct capital for the company, it introduces potential selling pressure and dilution for existing public shareholders. The underlying strategic pivot into digital financial technologies and the Bitcoin treasury strategy present long-term growth opportunities, but these are still in early stages of development and execution. Given the procedural nature of this filing and the potential for dilution, a 'hold' recommendation is appropriate as investors await further operational updates and clarity on the market impact of these resales.

Keywords

USBC, Bitcoin, Tokenized Deposit, Fintech, Digital Assets, Blockchain, SEC Filing, S-1/A, Equity Resale, Financial Technology, Know Labs, Goldeneye, Uphold, Vast Bank, Cryptocurrency, Treasury Strategy, Smaller Reporting Company

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