Usbc, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 USBC NYSE American LLC Indicate by ch
• $1.00 — te consideration of (i) USD One Dollar ($1.00), and (ii) the assumption of all obliga
• $450,000 — in an aggregate principal sum of up to $450,000 solely to fund a portion of Buyer's ope

Filing Documents

• f8k_040226.htm (8-K) — 27KB
• exh_101.htm (EX-10.1) — 131KB
• exh_991.htm (EX-99.1) — 5KB
• 0001171843-26-002209.txt ( ) — 390KB
• gnw-20250101.xsd (EX-101.SCH) — 3KB
• gnw-20250101_def.xml (EX-101.DEF) — 25KB
• gnw-20250101_lab.xml (EX-101.LAB) — 35KB
• gnw-20250101_pre.xml (EX-101.PRE) — 24KB
• f8k_040226_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 27, 2026 (the "Closing Date"), USBC, Inc. ("USBC" or the "Company") completed the divestiture of its legacy non-invasive sensor technology business pursuant to a Stock Purchase Agreement (the "Agreement") entered into by and among the Company, its wholly-owned subsidiary, Particle, Inc., a Nevada corporation ("Particle"), Particle Acquisition Corporation, a Nevada corporation (the "Buyer"), and the Company's former Chairman, President and CEO, Ronald P. Erickson, an individual and principal officer of the Buyer solely for purposes of Section 6.07 of the Agreement. Under the terms of the Agreement, the Company agreed to transfer to the Buyer, free and clear of all liens, all of the issued and outstanding equity interests of Particle in exchange for aggregate consideration of (i) USD One Dollar ($1.00), and (ii) the assumption of all obligations specifically related to the business, including the lease for the corporate office facility in Seattle, Washington. The Agreement also obligates the Buyer to pay to the Company a revenue share amount equal to ten percent (10%) of all future net revenue generated from products that incorporate or utilize the proprietary non-invasive diagnostic and sensor technology platform or related intellectual property transferred to the Buyer (each, a "Covered Product"), payable during the period commencing on the Closing Date until the earlier of (i) the fifth anniversary of the first commercial sale of a Covered Product or (ii) the occurrence of a change of control of the Buyer. In addition, upon the consummation of any future acquisition or change of control of the Buyer or the Covered Products that occurs on or prior to the fifth anniversary of the Closing Date, the Buyer is required to pay to the Company an acquisition share payment ranging between five percent (5%) and thirty-five percent (35%) of such acquisition proceeds. The Company will provide certain transitio

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 2, 2026, the Company issued a press release announcing the completion of the divestiture of its legacy non-invasive sensor technology business. The divestiture represents an important step in USBC's strategic evolution, simplifying operations and reallocating capital toward its core fintech initiative to launch and scale its tokenized deposit offering, while retaining economic participation in the upside potential of the legacy sensor technology business. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This 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 testing phase of the delivery strategy for the Company's tokenized deposit product offering as well as the expected timing of the future launch of the Company's retail tokenized deposit product offering. 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, and other risks and uncertainties more fully detailed in the section captioned "Risk Factors" in the Company's most recent Annual Report on Form 10-K for the transition period ended December 31, 2025, Forms 10-Q and 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 announcement are only made as of this date, and the Company undertakes no duty to update such information after the date of this announcement except as required under applicable law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Stock Purchase Agreement, dated March 27, 2026, by and among USBC, Inc., Particle, Inc., Particle Acquisition Corporation, and Ron Erickson 99.1 Press Release, dated April 2, 2026, announcing the completion of the divestiture of the Company's legacy non-invasive sensor technology business 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. USBC, Inc. Date: April 2, 2026 By: /s/ Kitty Payne Kitty Payne Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR