{"url_path":"/sec/usbc/8-k/2026-06-22/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000037-index.html","accession_number":"0001074828-26-000037","cik":"0001074828","ticker":"USBC","issuer_name":"USBC, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000037-index.html","primary_entity_key":"0001074828","primary_entity_name":"USBC, Inc."},"word_count":573,"has_tables":true,"body_markdown":"Item 8.01 - Other Events.\n\nThe Company is a growth-stage financial technology company focused on the development of the USBC tokenized deposit offering, a U.S.-dollar denominated tokenized deposit that operates on blockchain technology and is embedded with digital identity. Since announcing the initiation of our multi-phase tokenized deposit product delivery strategy on March 10, 2026, the Company has delivered core product infrastructure and successfully completed initial technical readiness testing with a limited group of internal users in a controlled environment. The Company continues to advance subsequent phases of the product delivery strategy in preparation for a future public launch. Development costs are accelerating as the program advances and are expected to be significant.\n\nThe Company relies on access to external sources of capital to fund our product development, commercialization efforts, working capital needs, and general corporate purposes. Therefore, it is foreseeable that the Company may seek to issue additional shares of Common Stock in connection with future capital raising activities.\n\nThe Board believes that effecting the Reverse Stock Split may facilitate future capital raising efforts by improving the marketability of the Company's Common Stock and broadening the range of potential investors that may consider investing in our Common Stock. However, there can be no assurance that the Reverse Stock Split will achieve these objectives or result in the availability of additional capital on acceptable terms, if at all.\n\nOn June 12, 2026, our Board approved and recommended for approval by our stockholders the Reverse Stock Split. The Reverse Stock Split was approved by Goldeneye on June 15, 2026, and may be effected at any time within twelve (12) months following such approval.\n\nAdditional information regarding the Reverse Stock Split and the reasons for undertaking the action can be found in the preliminary Information Statement on Schedule 14C filed with the Securities and Exchange Commission on June 22, 2026.\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s ongoing product development activities, the Reverse Stock Split and its anticipated effects on the Company's stock price, the testing and progression of its tokenized deposit product offering, the anticipated timing and execution of future development phases, the potential launch of a retail product, the Company’s engagement with third-party partners and vendors, including affiliated service providers, and expected future expenditures and reimbursements in connection with such activities. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to, regulatory approvals, market adoption, technological developments, volatility in digital asset markets, collateral calls, mandatory repayments, or liquidation events, and other risks and uncertainties more fully detailed in the section captioned “Risk Factors” in the Company’s most recent Reports on Forms 10-K, 10-Q, 8-K, and other reports filed with the SEC from time to time. As a result of these matters, changes in facts, assumptions not being realized, or other circumstances, the Company’s actual results may differ materially from those expressed or implied in such statements. Forward-looking statements contained in this Current Report are only made as of this date, and the Company undertakes no duty to update such information after the date of this Current Report except as required under applicable law."}