USBC, Inc. 8-K

What Happened

• USBC, Inc. announced that Goldeneye 1995 LLC, which holds approximately 92.2% of the voting power of USBC’s common stock, approved by written consent on June 15, 2026 a proposed reverse stock split of the Company's common stock at a ratio between 1-for-2 and 1-for-5. The Board had recommended the Reverse Stock Split on June 12, 2026. The Company filed a preliminary Information Statement on Schedule 14C with the SEC on June 22, 2026; a definitive Schedule 14C will be distributed to stockholders of record as of the June 15, 2026 record date.
• The Reverse Stock Split will not reduce the number of authorized shares, will not create fractional shares (no fractional shares will be issued), and may be effected at the Company’s discretion at any time within 12 months following June 15, 2026, subject to satisfaction of Rule 14c-2 requirements under the Securities Exchange Act.
• Separately, USBC reported progress on its US-dollar tokenized deposit product: since announcing the multi-phase product strategy on March 10, 2026, the Company has delivered core infrastructure and completed initial technical readiness testing with a limited group of internal users. Management says development costs are accelerating and expects significant spending as the program advances.

Key Details

• Goldeneye 1995 LLC holds ~92.2% of voting power and approved the Reverse Stock Split by written consent on June 15, 2026.
• Proposed Reverse Stock Split ratio: range from 1-for-2 to 1-for-5; may be implemented within 12 months of approval.
• No fractional shares will be issued; the number of authorized common shares will remain unchanged.
• Company filed a preliminary Schedule 14C on June 22, 2026; the Reverse Stock Split will not be effective until Rule 14c-2 requirements are met.
• USBC notes rising development costs for the tokenized deposit and states it may seek additional capital and could issue more common shares in future financings.

Why It Matters

• For investors, the approved reverse split is a corporate action that, if implemented, will reduce the number of outstanding shares and increase the per-share share count ratio (e.g., one new share for every 2–5 old shares) but does not change the number of authorized shares or the company's underlying assets.
• Management says the Board believes the reverse split may improve the marketability of the common stock and help broaden the pool of potential investors, potentially facilitating future capital raises. The filing also warns there is no assurance these outcomes will occur.
• The company is in an active product development phase for a tokenized deposit and expects significant spending; access to external capital is important for continuing development and commercialization, which is why the company may pursue future equity financings.