USBC, Inc. Enters $22.0M Related‑Party Promissory Note

What Happened
USBC, Inc. filed a Current Report on Form 8-K (filed Oct 1, 2026) disclosing that on September 25, 2026 the company entered into an unsecured promissory note with Goldeneye 1995 LLC. The note permits advances up to an aggregate principal of $22.0 million; no advances had been made as of the filing date. The agreement is a related‑party transaction because Goldeneye is owned and managed by Robert Gregory Kidd, USBC’s Chairman and CEO, who holds a majority of the company’s voting stock.

Key Details

• Lender: Goldeneye 1995 LLC (owned/managed by CEO Robert Gregory Kidd).
• Maximum principal available: $22.0 million; treated as a single term loan (amounts repaid/prepaid may not be reborrowed).
• Status as of filing: No advances made.
• Interest: 8.5% per annum, payable quarterly beginning December 31, 2026; maturity September 25, 2029.
• Default provisions: upon an event of default, outstanding amounts may accelerate and the interest rate may increase to 11.5% per annum.
• Security and prepayment: Unsecured; prepayable in whole or in part at any time without premium or penalty.
• Use of proceeds: general corporate and working capital purposes. The promissory note is filed as Exhibit 10.1 to the Form 8‑K.

Why It Matters
This filing creates the potential for up to $22.0 million of new debt financing under terms set by the company’s majority owner and CEO. Because no funds had been drawn as of the report date, there is no immediate change to USBC’s balance sheet, but drawing on the note would increase interest expense and leverage. Investors should note the related‑party nature of the loan (governance/conflict‑of‑interest considerations), the unsecured status (no collateral), and the relatively high interest rate with a potential increase on default — all factors relevant to liquidity, cost of capital, and corporate governance.