USBC Inc.
06/22/2026 | Press release | Distributed by Public on 06/22/2026 14:15
Proxy Results (Form 8-K)
Item 5.07 - Submission of Matters to a Vote of Security Holders.
On June 15, 2026 (the "Record Date"), Goldeneye 1995 LLC ("Goldeneye"), the holder of approximately 92.2% of the voting power of the outstanding common stock, par value $0.001 per share (the "Common Stock"), of USBC, Inc. (the "Company"), approved by written consent in lieu of a special meeting of stockholders, a proposal to effect a reverse stock split of the Company's outstanding Common Stock at a ratio ranging from 1-for-2 to 1-for-5 (the "Reverse Stock Split"). The Reverse Stock Split will not reduce the number of authorized shares of the Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split.
The Reverse Stock Split was previously approved and recommended by the Company's Board of Directors (the "Board") on June 12, 2026. The Company elected to seek written consent of Goldeneye in lieu of holding a special meeting of stockholders to reduce costs and implement the Reverse Stock Split in a timely manner. The exact ratio and timing of the Reverse Stock Split will be determined by the Company in its discretion and may be effected, if at all, within twelve (12) months following June 15, 2026.
The Company filed a preliminary Information Statement on Schedule 14C with the Securities and Exchange Commission (the "SEC") on June 22, 2026 to inform our stockholders of the action taken by Goldeneye to approve the Reverse Stock Split. We expect to distribute a definitive Information Statement on Schedule 14C to our stockholders of record as of the Record Date as notice of the action taken. The Reverse Stock Split will not become effective until the requirements of Rule 14c-2 under the Securities Exchange Act of 1934, as amended, have been satisfied.
Item 8.01 - Other Events.
The Company is a growth-stage financial technology company focused on the development of the USBC tokenized deposit offering, a U.S.-dollar denominated tokenized deposit that operates on blockchain technology and is embedded with digital identity. Since announcing the initiation of our multi-phase tokenized deposit product delivery strategy on March 10, 2026, the Company has delivered core product infrastructure and successfully completed initial technical readiness testing with a limited group of internal users in a controlled environment. The Company continues to advance subsequent phases of the product delivery strategy in preparation for a future public launch. Development costs are accelerating as the program advances and are expected to be significant.
The Company relies on access to external sources of capital to fund our product development, commercialization efforts, working capital needs, and general corporate purposes. Therefore, it is foreseeable that the Company may seek to issue additional shares of Common Stock in connection with future capital raising activities.
The Board believes that effecting the Reverse Stock Split may facilitate future capital raising efforts by improving the marketability of the Company's Common Stock and broadening the range of potential investors that may consider investing in our Common Stock. However, there can be no assurance that the Reverse Stock Split will achieve these objectives or result in the availability of additional capital on acceptable terms, if at all.
On June 12, 2026, our Board approved and recommended for approval by our stockholders the Reverse Stock Split. The Reverse Stock Split was approved by Goldeneye on June 15, 2026, and may be effected at any time within twelve (12) months following such approval.
Additional information regarding the Reverse Stock Split and the reasons for undertaking the action can be found in the preliminary Information Statement on Schedule 14C filed with the Securities and Exchange Commission on June 22, 2026.
USBC Inc. published this content on June 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 22, 2026 at 20:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]