{"url_path":"/sec/usbc/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000020-index.html","accession_number":"0001074828-26-000020","cik":"0001074828","ticker":"USBC","issuer_name":"USBC, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000020-index.html","primary_entity_key":"0001074828","primary_entity_name":"USBC, Inc."},"word_count":2211,"has_tables":true,"body_markdown":"ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.\n\nTransactions with Related Persons\n\nThe following summarizes transactions since October 1, 2024, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest, other than compensation arrangements described under “Executive Compensation” above or director compensation described elsewhere in this report. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.\n\nTransactions with Clayton A. Struve\n\nOn March 19, 2024, we signed an Extension of Warrant Agreement with Clayton A. Struve, a significant stockholder prior to the Goldeneye 1995 LLC capital investment that closed on August 6, 2025, extending the exercise date of warrants covering 12,500 shares to March 19, 2026. The 12,500 warrants were not exercised prior to the extended exercise date and expired.\n\nOn December 17, 2024, we signed an additional Extension of Warrant Agreement with Mr. Struve, extending the exercise dates from 2025 to 2030 on four legacy warrant issuances originally dated August 4, 2016, August 14, 2017, December 12, 2017 and February 28, 2018, and initially extended to 2024 on December 7, 2022. We recorded no interest expense during the Transition Period and interest expense of approximately $513,000 during the fiscal year ended September 30, 2025 related to the additional extension of these warrants.\n\nOn August 6, 2025, Mr. Struve, the sole holder of Series C and D Convertible Preferred Stock, elected redemption, including dividends, for 8.3 million shares of common stock. Based upon the terms of the Series C and D Convertible Preferred Stock, the Company recorded deemed dividends of $1,551,562 during the year ended December 31, 2025.\n\n22\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nOn August 6, 2025, Mr. Struve, the holder of convertible debt, elected conversion, including interest, for a combination of $75,000 in cash and 3.3 million shares of common stock. As of December 31, 2025, all obligations under the Series C and D convertible preferred instruments and convertible notes payable had been satisfied.\n\nTransactions with Former CEO and Chairman Ronald P. Erickson, Particle Acquisition Corporation, and J3E2A2Z LP\n\nMr. Erickson previously served as our Chief Executive Officer and Chairman from January 2023 through August 6, 2025 Following the closing of the Goldeneye 1995 LLC capital investment on August 6, 2025, he transitioned to the role of President of the Science Division, Senior Vice President. In connection with the completion of the divestiture of our legacy non‑invasive sensor technology business on March 27, 2026, Mr. Erickson ceased serving on the Board and resigned from the role of President of the Science Division, Senior Vice President.\n\nJ3E2A2Z LP. On January 30, 2024, we signed Extension of Warrant Agreements with each of Mr. Erickson and J3E2A2Z LP, extending the exercise dates of the 47,367 warrants issued in conjunction with the Convertible Promissory Notes from January 30, 2024 to January 31, 2026. The 47,367 warrants were not exercised prior to the extended exercise date and expired.\n\nOn October 22, 2024, the due dates on the two Convertible Promissory Notes, each dated January 31, 2018, with J3E2A2Z LP, an entity controlled by Mr. Erickson, were extended to September 30, 2025 from September 30, 2024 and the interest rate was increased from 6% to 8%.\n\nOn May 5, 2025, we issued 100,000 shares of common stock to Mr. Erickson. The shares were valued at $0.44 per share.\n\nOn June 2, 2025, we entered into a Promissory Note Conversion Agreement with J3E2A2Z LP, pursuant to which $1,184,066 of principal owed under two outstanding convertible promissory notes was exchanged for 16,916 shares of Series H Convertible Preferred Stock. Each share of Series H Preferred was convertible into shares of our common stock at an initial conversion price of $0.335 per share and carried an 8% cumulative dividend. We recognized a deemed dividend of $679,020 upon conversion.\n\nOn August 6, 2025, upon election by J3E2A2Z LP, we redeemed all 16,916 issued and outstanding shares of Series H Convertible Preferred Stock held by J3E2A2Z LP for (i) cash of approximately $654,000 in the aggregate and (ii) the issuance of 2.0 million shares of our common stock in the aggregate, at a conversion price of $0.335 per share, representing total consideration equal to the stated value of $70, plus all accrued and unpaid dividends in an amount of approximately $140,000. As of December 31, 2025, all obligations under the Series H convertible preferred instrument had been satisfied.\n\nEffective August 6, 2025, we issued 335,000 shares of common stock to Mr. Erickson. The shares were valued at $0.50 per share. Fifty percent of the shares were fully vested upon grant and the remainder vested, upon the conclusion of Mr. Erickson’s employment with the Company effective March 27, 2026.\n\nParticle Acquisition Corporation. On March 27, 2026 (the “Closing Date”), the Company completed the divestiture of its legacy non-invasive sensor technology business pursuant to a Stock Purchase Agreement (the “Particle 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 Mr. Erickson.\n\nUnder the terms of the Particle 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.\n\nThe Particle 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.\n\n23\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nThe Company will provide certain transitional services to the Buyer following the Closing Date including transferring all intellectual property used in or necessary for the business to the Buyer within sixty (60) days following the Closing Date. The Particle Agreement contains customary representations and warranties of each party, which terminate at the Closing Date except in the case of fraud, and the Buyer agreed to indemnify the Company for any losses arising from the assumed obligations.\n\nTransactions with Chairman and Chief Executive Officer Robert Gregory Kidd and Goldeneye 1995 LLC\n\nOn June 5, 2025, we entered into a Securities Purchase Agreement with Goldeneye 1995 LLC providing for a private placement of our common stock. At the closing on August 6, 2025, we issued approximately 357.8 million shares of common stock to Goldeneye 1995 LLC in exchange for 1,000 Bitcoin and $15 million in cash. A majority of the voting power of our outstanding common stock is held by Goldeneye 1995 LLC, which is solely owned and managed by Robert Gregory Kidd, our Chairman and Chief Executive Officer. On July 28, 2025, Goldeneye 1995 LLC and the Company entered into a Promissory Note pursuant to which Goldeneye loaned us an aggregate amount of $210,000. On August 11, 2025, we repaid $210,519 to Goldeneye and as of September 30, 2025, all obligations under the Promissory Note have been satisfied.\n\nTransactions with Vice Chair Linda Jenkinson and our non-CEO NEOs subsequent to September 30, 2025\n\nOn October 7, 2025, our Board approved a repricing of outstanding stock options granted on August 6, 2025 under our 2021 Equity Plan, including 4,760,000 options held by our Vice Chair, Linda Jenkinson. The exercise price of Ms. Jenkinson’s repriced options was reduced from $2.45 to $1.10 per share, the closing market price of our common stock on the date of Board approval. The repricing applied uniformly to all participants and was reviewed and approved by the Board, which determined that the adjustment was in the best interests of stockholders to maintain the incentive and retention value of eligible awards in light of prevailing market conditions.\n\nAlso on October 7, 2025, our Board approved the grant of 5,240,000 ten-year stock options to Ms. Jenkinson under the 2021 Equity Plan. The exercise price of the options was $1.10 per share, the closing market price of our common stock on the date of Board approval. The options vest as to 25% of the shares on the one-year anniversary of the grant date, with the remainder vesting in quarterly installments over the following three years, subject to Ms. Jenkinson’s continued service.\n\nOn October 7, 2025, our Board approved a repricing of outstanding stock options granted on August 6, 2025 under our 2021 Equity Plan, including 1,790,000 options held by our Chief Financial Officer and NEO, Kitty Payne. The exercise price of the repriced options was reduced from $2.45 to $1.10 per share, the closing market price of our common stock on the date of Board approval. The repricing applied uniformly to all participants and was reviewed and approved by the Board, which determined that the adjustment was in the best interests of stockholders to maintain the incentive and retention value of eligible awards in light of prevailing market conditions.\n\nAlso on October 7, 2025, our Board approved the grant of 1,960,000 ten-year stock options to Ms. Payne under the 2021 Equity Plan. The exercise price of the options was $1.10 per share, the closing market price of our common stock on the date of Board approval. The options vest as to 25% of the shares on the one-year anniversary of the grant date, with the remainder vesting in quarterly installments over the following three years, subject to continued service.\n\nOn December 15, 2025, the Company and Kirk Chapman mutually agreed that Mr. Chapman would depart from his position as Chief Operating Officer, effective immediately. The departure was not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices. Mr. Chapman’s compensation and separation arrangements with the Company are described under “Executive Compensation—Employment Agreements” and “Executive Compensation—Separation Agreement with Mr. Chapman.”\n\nOn March 18, 2026, Ms. Jenkinson’s and Ms. Payne’s August 6, 2025 stock option that was repriced on October 7, 2025 were repriced to reduce the exercise prices of such options from $1.10 to $0.37 per share and the expiration date of such options was modified to extend the ten-year term to March 18, 2036. Such stock options were to continue to vest as set forth in their applicable stock option agreements.\n\n24\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nTransactions with Vice Chair Linda Jenkinson, Chairman and Chief Executive Officer Robert Gregory Kidd and Vast Holdings, Inc.\n\nLinda Jenkinson has served as the Company’s Vice Chair since August 2025 and is also the Chief Executive Officer and Chair of Vast Holdings, Inc., the holding company for Vast Bank. In 2024, our Chief Executive Officer and Chairman, Robert Gregory Kidd, personally invested $53 million of capital into Vast Holdings, Inc. to support Vast Bank. On October 23, 2025, we announced a strategic partnership with Vast Bank and Uphold to pursue retail tokenized U.S.-dollar deposit products. Our collaboration with Vast Bank and Uphold contemplates joint development and pilot activities related to the deposit tokenization initiative. No payments were made to or received from Vast Bank during the Transition Period, and the fiscal years ended September 30, 2025 and 2024.\n\nOn January 20, 2026, we announced that we had formalized a strategic partnership with Vast Bank and Uphold to pursue retail tokenized U.S.-dollar deposit products under the terms of a definitive tri-party agreement.\n\nOn March 18, 2026, we entered into an Affiliate Services Agreement with Vast Holdings, Inc. pursuant to which we will reimburse Vast Holdings, Inc. for certain strategic, operational and administrative services in support of the further development of the tokenized deposit program offering, subject to a reimbursement cap of $10.5 million during the term of the agreement unless otherwise agreed. The Company evaluates the nature and reasonableness of such costs as part of its review process. The Affiliate Services Agreement expires on December 31, 2026.\n\nIndemnification\n\nOur Amended and Restated Articles of Incorporation, as amended to date, and our Second Amended and Restated Bylaws, as amended to date, provide for indemnification of our directors and officers to the fullest extent permitted by Nevada law and for advancement of expenses, subject to applicable law and the required undertaking. In addition, we have entered into indemnification agreements with each of our directors and executive officers."}