USBC, Inc. Form 8-K Summary
Business Context and Reporting Period
USBC, Inc. (formerly Know Labs, Inc.), a Nevada corporation, filed this Current Report on Form 8-K on September 5, 2025. The filing discloses a material amendment to an existing Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC.
Key Financial Metrics and Capital Structure
- Capital on Demand Program: The aggregate offering price available for sale under the Sales Agreement was increased from $5,000,000 to $14,500,000.
- Recent Sales Activity: Since December 31, 2024, the Company sold 1,708,124 shares of common stock for gross proceeds of approximately $1,269,236.
- Outstanding Shares: As of September 4, 2025, the Company had 384,234,130 shares of common stock outstanding.
- Shelf Registration: The offering is conducted under an effective Form S-3 registration statement (File No. 333-276246) initially filed for $18,000,000.
- Use of Proceeds: Net proceeds are intended for general corporate purposes, including working capital and capital expenditures.
Note: This filing does not provide specific data on revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes
The primary material change is the expansion of the "at the market" offering program. The Company increased the maximum aggregate offering price available for sale by $9,500,000, raising the total capacity to $14,500,000. No minimum offering amount is required, meaning the total number of shares to be sold and final proceeds remain undetermined at this time.
Outlook, Risks, and Management Commentary
Management retains significant discretion and flexibility regarding the application of net proceeds. The filing includes a legal opinion from Holland & Hart LLP regarding the legality of the issuance. The Company notes that the report does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful without registration.
Key Facts for Investor Verification
- Verify the current market price of USBC common stock to assess potential dilution from the expanded $14,500,000 offering capacity.
- Confirm the total number of shares sold and proceeds received since the program's inception on December 31, 2024.
- Review the Company's most recent 10-Q or 10-K for actual liquidity and working capital needs, as this 8-K does not disclose current financial statements.
- Monitor future filings for actual sales volumes under the expanded Sales Agreement.