USBC Pivots to Tokenized Deposits, Secures $25M Loan for Blockchain Push

TL;DR

**USBC is all-in on tokenized deposits and Bitcoin, making a high-stakes bet on blockchain to revolutionize banking, but it's a long shot with massive regulatory and execution risks.**

AI Summary

USBC, Inc. (USBC) has undergone a significant strategic pivot, shifting from non-invasive diagnostic technologies to digital financial services, following a $125 million strategic controlling-interest acquisition by Goldeneye 1995 LLC in August 2025. The company issued 357.8 million shares of common stock in exchange for 1,000 Bitcoin and $15 million in cash as part of this acquisition. USBC's primary focus is now on developing its USBC tokenized deposit offering, a U.S.-dollar denominated bank deposit account on blockchain technology, with initial partnerships formalized with Uphold HQ Inc. and Vast Bank, N.A. on January 20, 2026. The company initiated Phase 1 of its tokenized deposit delivery strategy with internal users on March 10, 2026, and secured a Master Loan Agreement with Payward Interactive, Inc. on March 18, 2026, for up to $25.0 million, with an initial $5.0 million loan at 8.5% interest to fund development costs. USBC also plans to divest its legacy non-invasive sensor business, a transaction not expected to be materially impactful to its financial statements. The company's market value of non-affiliate common equity was $14,110,017 as of June 30, 2025, with 388,144,429 shares outstanding as of March 24, 2026.

Why It Matters

USBC's aggressive pivot into tokenized deposits, backed by a significant Bitcoin treasury strategy and a $25 million loan facility, signals a bold move into the rapidly evolving digital finance landscape. This shift could position USBC as a key player in bridging traditional banking with blockchain technology, potentially disrupting established payment rails and offering new avenues for financial inclusion. For investors, this represents a high-risk, high-reward bet on the future of digital assets and banking, while employees and customers could benefit from innovative financial products. The competitive landscape, including stablecoin providers and traditional banks exploring blockchain, will intensify, making USBC's execution of its tokenized deposit offering critical for market adoption and long-term viability.

Risk Assessment

Risk Level: high — The company explicitly states its primary focus is on the 'further development and future launch of our tokenized deposit program,' which is in its early 'Phase 1' internal testing as of March 10, 2026. This indicates significant execution risk for an unproven product. Furthermore, the company's 'Bitcoin treasury strategy' and reliance on a $25.0 million loan facility, secured by Bitcoin collateral, exposes it to extreme volatility in cryptocurrency markets and potential liquidity issues if Bitcoin prices decline, as highlighted by the forward-looking statements regarding 'fluctuations in the market price of Bitcoin' and 'changes in accounting treatment relating to our Bitcoin holdings.'

Analyst Insight

Investors should approach USBC with extreme caution, recognizing it as a highly speculative play on the nascent tokenized deposit market. Monitor the progress of its Phase 1 pilot program and any subsequent retail launch announcements, as well as regulatory developments in the digital asset space. Given the high risk, consider a very small, diversified position only if you have a high-risk tolerance and a strong conviction in the long-term potential of tokenized deposits.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $125 million — strategic controlling-interest acquisition value (by Goldeneye 1995 LLC in August 2025)
• 357.8 million — shares of common stock issued (in exchange for Bitcoin and cash during acquisition)
• 1,000 Bitcoin — digital assets acquired (as part of the August 2025 acquisition)
• $15 million — cash acquired (as part of the August 2025 acquisition)
• $25.0 million — maximum aggregate principal amount of Master Loan Agreement (with Payward Interactive, Inc. as of March 18, 2026)
• $5.0 million — initial fixed-term loan amount (under the Master Loan Agreement, bearing 8.5% interest)
• 8.5% — interest rate (on the initial $5.0 million fixed-term loan)
• $10.5 million — cap on reimbursements to Vast Holdings, Inc. (for services under the Affiliate Services Agreement)
• $14,110,017 — aggregate market value of non-affiliate common equity (as of June 30, 2025)
• 388,144,429 — shares of common stock issued and outstanding (as of March 24, 2026)

Key Players & Entities

• USBC, Inc. (company) — registrant
• Goldeneye 1995 LLC (company) — strategic controlling-interest acquirer
• Greg Kidd (person) — Chairman and Chief Executive Officer of USBC
• Uphold HQ Inc. (company) — platform integration and customer access services partner for tokenized deposit offering
• Vast Bank, N.A. (company) — initial issuing bank for USBC tokenized-deposit offering
• Payward Interactive, Inc. (company) — Lender for Master Loan Agreement
• Vast Holdings, Inc. (company) — affiliate providing strategic, operational, and administrative services
• NYSE American LLC (regulator) — exchange where USBC common stock is registered
• Securities and Exchange Commission (regulator) — federal regulatory body
• Solana (company) — blockchain platform underpinning USBC's current implementation

Forward-Looking Statements

• USBC, Inc. will likely experience changes in its financial leverage due to the Master Loan Agreement. (USBC, Inc.) — medium confidence, target: 2026-12-31
• The Separation and General Release Agreement could lead to shifts in management or key personnel. (USBC, Inc.) — medium confidence, target: 2026-09-30

FAQ

Risk Factors

• Digital Asset Regulatory Uncertainty [high — regulatory]: The digital financial services industry, particularly involving tokenized deposits and cryptocurrency treasuries, faces evolving and uncertain regulatory frameworks in the U.S. and globally. This uncertainty could impact USBC's ability to launch and operate its tokenized deposit offering, potentially leading to compliance challenges and operational disruptions.
• Volatility of Digital Asset Treasury [high — market]: USBC holds 1,000 Bitcoin as part of its treasury strategy, acquired in August 2025. The value of Bitcoin is highly volatile, posing a significant risk to the company's balance sheet and financial stability. A substantial decline in Bitcoin's price could negatively impact USBC's financial condition and its ability to fund operations.
• Execution of Tokenized Deposit Strategy [high — operational]: The success of USBC's strategic pivot hinges on the effective development and launch of its tokenized deposit offering. This involves complex technical integration with partners like Uphold HQ Inc. and Vast Bank, N.A., and requires successful navigation of operational readiness for future phases. Any delays or failures in execution could significantly hinder growth.
• Dependence on Strategic Investment and Financing [medium — financial]: The company's strategic shift was enabled by a $125 million acquisition by Goldeneye 1995 LLC. Furthermore, USBC secured a $25.0 million Master Loan Agreement with Payward Interactive, Inc., with an initial $5.0 million drawn at 8.5% interest. Continued reliance on external financing and strategic partnerships for development and operations presents financial risk.
• Legacy Business Divestiture [low — legal]: USBC plans to divest its legacy non-invasive sensor business. While not expected to be materially impactful, the process of divestiture can involve legal complexities, potential liabilities, and unforeseen costs that could affect financial reporting and operations.

Industry Context

The digital financial services sector is rapidly evolving, driven by blockchain technology and increasing adoption of digital assets. Companies are exploring innovative solutions like tokenized deposits and cryptocurrency treasuries to enhance efficiency and accessibility. The competitive landscape includes established financial institutions and emerging fintech firms, all navigating complex regulatory environments.

Regulatory Implications

USBC's focus on tokenized deposits and digital assets places it under significant regulatory scrutiny. Compliance with evolving financial regulations, particularly those related to digital assets and banking, is critical. The company must ensure adherence to U.S. federal and state laws governing financial services and digital asset custody.

What Investors Should Do

1. Monitor regulatory developments in digital assets and banking.
2. Assess the execution risk of the tokenized deposit strategy.
3. Evaluate the impact of Bitcoin price volatility on the company's treasury.
4. Analyze the financial health and funding strategy.

Key Dates

• 2025-08-01: Goldeneye 1995 LLC acquisition — Marked a strategic pivot to digital financial services, involving a $125 million investment, issuance of 357.8 million shares, and acquisition of 1,000 Bitcoin and $15 million cash.
• 2026-01-20: Partnership formalization with Uphold HQ Inc. and Vast Bank, N.A. — Established key relationships for the USBC tokenized deposit offering, with Vast Bank serving as the issuing bank.
• 2026-03-10: Initiation of Phase 1 tokenized deposit delivery strategy — Began internal testing of the tokenized deposit offering, marking a crucial step towards public launch.
• 2026-03-18: Master Loan Agreement with Payward Interactive, Inc. — Secured up to $25.0 million in financing, with an initial $5.0 million at 8.5% interest, to fund development costs.

Glossary

Tokenized Deposit Offering

A digital representation of a U.S.-dollar denominated bank deposit account that operates on blockchain technology, designed for enhanced security and accessibility. (This is the core product of USBC's strategic pivot into digital financial services.)

Bitcoin Treasury Strategy

Holding Bitcoin as a reserve asset on the company's balance sheet to support development and operations. (USBC acquired 1,000 Bitcoin as part of its strategic acquisition, exposing it to digital asset market volatility.)

Transition Period

The three-month period from October 1, 2025, through December 31, 2025, due to a change in the company's fiscal year end from September 30 to December 31. (This period's financial results are not directly comparable to prior annual periods due to the fiscal year change.)

NYSE American: USBC

The stock ticker symbol and exchange where USBC, Inc. is publicly traded. (Indicates the company's status as a publicly traded entity and its listing on a major exchange.)

Year-Over-Year Comparison

As this is a transition report covering a three-month period (October 1, 2025 - December 31, 2025) due to a fiscal year change, direct year-over-year comparisons of key financial metrics like revenue, net income, and margins are not feasible or meaningful. The report reflects a significant strategic shift from legacy sensor technology to digital financial services, driven by a major acquisition in August 2025. New risks related to digital assets and tokenized deposits are now prominent, replacing or overshadowing risks associated with the previous business model.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share USBC NYSE Ameri
• $125 million — 25, in connection with the closing of a $125 million strategic controlling-interest acquisit
• $15 million — stock in exchange for 1,000 Bitcoin and $15 million in cash. Mr. Kidd and his veteran team
• $25.0 million — an aggregate principal amount of up to $25.0 million for up to a twelve-month term, subject
• $5.0 million — o a term sheet for a fixed-term loan of $5.0 million bearing interest at a rate of 8.5% per
• $10.5 million — ments under the Agreement are capped at $10.5 million during the term of the Agreement, unles

Filing Documents

• usbc_10k.htm (10-K) — 1452KB
• usbc_ex1033.htm (EX-10.33) — 58KB
• usbc_ex1034.htm (EX-10.34) — 193KB
• usbc_ex1035.htm (EX-10.35) — 46KB
• usbc_ex211.htm (EX-21.1) — 2KB
• usbc_ex231.htm (EX-23.1) — 2KB
• usbc_ex311.htm (EX-31.1) — 13KB
• usbc_ex312.htm (EX-31.2) — 13KB
• usbc_ex321.htm (EX-32.1) — 5KB
• usbc_ex322.htm (EX-32.2) — 5KB
• usbc_10kimg20.jpg (GRAPHIC) — 4KB
• 0001654954-26-002725.txt ( ) — 6490KB
• usbc-20251231.xsd (EX-101.SCH) — 69KB
• usbc-20251231_lab.xml (EX-101.LAB) — 385KB
• usbc-20251231_cal.xml (EX-101.CAL) — 50KB
• usbc-20251231_pre.xml (EX-101.PRE) — 317KB
• usbc-20251231_def.xml (EX-101.DEF) — 174KB
• usbc_10k_htm.xml (XML) — 773KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 28 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 34 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 35 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 35 Item 9A.

Controls and Procedures

Controls and Procedures. 35 Item 9B. Other Information. 36 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 36 PART III Item 10. Directors, Executive Officers and Corporate Governance. 37 Item 11.

Executive Compensation

Executive Compensation. 37 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 37 Item 13. Certain Relationships and Related Transactions, and Director Independence. 37 Item 14. Principal Accounting Fees and Services. 37 PART IV Item 15. Exhibits and Financial Statement Schedules. 38 2 Table of Contents INTRODUCTORY NOTES Change in Fiscal Year End Effective beginning in fiscal year 2026, USBC, Inc. changed its fiscal year end from September 30 to December 31 to better align the Company's financial reporting calendar with its operating cycle, internal budgeting and financial planning process, and to improve comparability with industry peers that report on a calendar-year basis. As a result, this Transition Report on Form 10-K covers the three-month transition period from October 1, 2025 through December 31, 2025 (the "Transition Period"). Following the Transition Period, the Company will report its operating results on a calendar-year basis, beginning with the fiscal year ending December 31, 2026. Unless otherwise indicated, references to "fiscal year 2025" refer to the fiscal year ended September 30, 2025, and references to the "Transition Period" refer to the three-month period ended December 31, 2025. Operating results for the Transition Period are not directly comparable to results for prior annual periods due to the Company's fiscal year end change from September 30 to December 31. Accordingly, the operating results for the Transition Period should not be considered indicative of historical or future full-year operating performance. Additionally, operating results for the three-month period ended December 31, 2024, presented for comparison to the Transition Period are unaudited. Use of Terms Except as otherwise indicated by the context and for the purposes of this report on Form 10-K only, references in this report to "we," "us," "our" and "our company" are to USBC, Inc. (f/k/a Know Labs, Inc.), a Nevada corpora

BUSINESS

ITEM 1. BUSINESS. Overview USBC, Inc. (NYSE American: USBC) is a publicly traded, multi-disciplinary technology company that we believe is an industry-leading innovator in digital financial technologies. USBC develops transformative financial services, including digital assets and banking solutions as well as non-invasive health monitoring research. USBC has implemented a Bitcoin treasury strategy to bolster development and research across its various divisions. A key focus of USBC is the further development of the USBC tokenized deposit offering, a tokenized representation of a U.S.-dollar denominated bank deposit account that operates on blockchain technology and is embedded with digital identity. With a focus on inclusion, innovation, and risk management, USBC is dedicated to creating long-term shareholder value in a rapidly evolving financial landscape. Corporate History and Development In August 2025, in connection with the closing of a $125 million strategic controlling-interest acquisition by Goldeneye 1995 LLC (an affiliate of our Chairman and Chief Executive Officer, Greg Kidd), we issued 357.8 million shares of our common stock in exchange for 1,000 Bitcoin and $15 million in cash. Mr. Kidd and his veteran team of finance and technology leaders who are part of the USBC founding team collectively bring with them decades of technology and fintech experience. Following the closing of the capital investment by Goldeneye in August 2025, we changed our corporate name to USBC, Inc. and our ticker symbol to "USBC" on the NYSE American. Our corporate evolution reflects a strategic pivot to the further development of a financial-technology platform and establishment of a digital asset treasury reserve while continuing to maintain technology capabilities from our legacy sensor business. Prior to August 2025, we operated under the name Know Labs, Inc. and our primary focus was on non-invasive diagnostic and sensor technologies. On January 20, 2026, we forma

View Full Filing

View this 10-K filing on SEC EDGAR