USBC, Inc. (USBC) 10-K Summary: Fiscal Year Ended September 30, 2025
Business Context and Reporting Period
This Annual Report covers the fiscal year ended September 30, 2025. USBC, Inc. (formerly Know Labs, Inc.) underwent a fundamental transformation in August 2025 following a controlling-interest acquisition by Goldeneye 1995 LLC, an affiliate of Chairman and CEO Greg Kidd. The company pivoted from a legacy non-invasive sensor technology business to a multi-disciplinary financial technology firm focused on digital assets and tokenized banking solutions. Key strategic initiatives include a Bitcoin treasury strategy and the development of a tokenized U.S. dollar deposit offering in partnership with Vast Bank and Uphold.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(22.12) million | $(16.58) million |
| Operating Expenses | $18.05 million | $15.22 million |
| Cash and Cash Equivalents | $8.82 million | $3.11 million |
| Working Capital | $6.02 million | $(2.05) million |
| Digital Assets (Bitcoin) | $115.04 million (1,002.6 BTC) | $0 |
| Total Assets | $125.08 million | $3.66 million |
| Stockholders' Equity | $97.12 million | $(2.16) million |
Note: The company reported no operating revenue for either period. The significant increase in assets and equity in 2025 is primarily due to the contribution of 1,000 Bitcoin and $15 million in cash from the Goldeneye transaction.
Material Changes vs. Prior Period
- Capital Structure & Ownership: In August 2025, the company issued approximately 357.8 million shares to Goldeneye 1995 LLC in exchange for 1,000 Bitcoin and $15 million cash. This transaction resulted in a change of control, a name change to USBC, Inc., and a ticker symbol change to "USBC."
- Debt Elimination: The capital raise was used to extinguish all outstanding convertible notes and redeem all Series C, D, and H preferred stock, significantly reducing interest expense obligations and eliminating related party debt.
- Expense Profile: Selling, General, and Administrative (SG&A) expenses increased by $7.19 million to $16.29 million, driven largely by $7.41 million in non-cash stock-based compensation and legal/advisory fees related to the restructuring. Research and Development (R&D) expenses decreased by $4.36 million to $1.75 million due to reduced headcount in the legacy sensor division.
- Financial Position: The company moved from a stockholders' deficit of $(2.16) million in 2024 to positive equity of $97.12 million in 2025.
Guidance, Outlook, and Risks
Outlook and Strategy: Management believes current liquidity is sufficient for at least 12 months. The primary focus is the commercial launch of the USBC tokenized deposit offering, which aims to provide retail access to tokenized U.S. dollar deposits via blockchain. The company also intends to maintain Bitcoin as its sole treasury asset, utilizing derivative strategies (selling call options) to generate yield.
Management Commentary: The company has adopted a "Bitcoin treasury strategy" managed by Hyrcanian Asset Management, LLC. Recent amendments to the management agreement shifted fees to a performance-based model (33% of net realized gains). The company is currently in a pilot phase for its tokenized deposit product with Vast Bank and Uphold.
Risks and Contingencies:
- Bitcoin Volatility: The company's financial results are highly sensitive to Bitcoin price fluctuations. A subsequent event noted a decline in Bitcoin's fair value to approximately $87.2 million as of December 15, 2025, from $115.0 million at year-end.
- Regulatory Uncertainty: The tokenized deposit initiative is subject to evolving regulations regarding digital assets, banking partnerships, and money transmission. The company is not yet a chartered bank and relies on partners for regulatory compliance.
- Listing Compliance: The company is operating under an accepted plan with the NYSE American to regain compliance with listing standards (specifically regarding bid price and public float). Failure to comply could result in delisting.
- Going Concern: While management asserts no substantial doubt about the ability to continue as a going concern for the next 12 months, future operations depend on external financing and the success of the tokenized deposit launch.
Key Facts for Investor Verification
- Bitcoin Holdings: Verify the current fair value of the 1,002.6 Bitcoin holdings, as the filing notes a significant price decline subsequent to the reporting period (from ~$115k/BTC to ~$86k/BTC).
- Tokenized Deposit Launch: Confirm the status of the definitive agreement with Vast Bank and Uphold and the timeline for the retail launch of the tokenized deposit product.
- NYSE American Compliance: Monitor the company's progress in meeting the NYSE American's continued listing requirements, particularly regarding minimum bid price and public float.
- Related Party Transactions: Review the terms of the partnership with Vast Bank, given that the CEO (Greg Kidd) and Vice Chair (Linda Jenkinson) hold controlling interests in Vast Holdings, Inc.
- Equity Dilution: Note the significant increase in authorized shares (to 750 million) and the "evergreen" provision in the equity incentive plan, which allows for automatic annual increases in shares available for issuance.