usbc-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT

For the transition period from _______ to ________

Commission File number 001-37479


			USBC, INC.
			(Exact name of registrant as specified in charter)

Nevada

90-0273142

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

300 E 2nd Street, 15th Floor

Reno, Nevada

89501

(Address of principal executive offices)

(Zip Code)

775-239-7673

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

USBC

NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of common stock, $0.001 par value, issued and outstanding as of August 5, 2026: 388,144,429 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Table of Contents

TABLE OF CONTENTS


		Page Number
PART I	FINANCIAL INFORMATION

ITEM 1	Financial Statements (Unaudited)	3

	Consolidated Balance Sheets as of June 30 , 2026 and December 31, 2025	3

	Consolidated Statements of Operations for the three and six months ended June 30 , 2026 and 2025	4

	Consolidated Statements of Changes in Stockholders’ (Deficit) Equity	5

	Consolidated Statements of Cash Flows for the six months ended June 30 , 2026 and 2025	6

	Notes to the Consolidated Financial Statements	7

ITEM 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	37

ITEM 4	Controls and Procedures	37

PART II	OTHER INFORMATION	39

ITEM 1	Legal Proceedings	39

ITEM 1A	Risk Factors	39

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	40

ITEM 3	Defaults upon Senior Securities	40

ITEM 4	Mine Safety Disclosures	40

ITEM 5	Other Information	40

ITEM 6	Exhibits	41

	SIGNATURES	i

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

USBC, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2026		December 31, 2025
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	2,982,232	$	4,092,308
Restricted cash	660,000		—
Prepaid expenses	624,091		291,174
Note receivable, net	48,452		—
Derivative assets and digital assets receivable, net	248,105		2,410,043
Total current assets	4,562,880		6,793,525

OTHER ASSETS
Digital assets	58,113,455		86,637,784
Deferred tax asset	3,664,237		—
Other non-current assets	146,599		239,621

TOTAL ASSETS	$	66,487,171	$	93,670,930

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable - trade (1)	$	3,069,064	$	1,988,049
Accrued expenses (1)	1,670,547		1,095,885
Loan payable	15,000,000		—
Current portion of operating lease right-of-use liability	90,083		84,712
Derivative liabilities	152,798		509,022
Total current liabilities	19,982,492		3,677,668

NON-CURRENT LIABILITIES:
Operating lease liability, net of current portion	103,818		150,106
Deferred tax liability	—		8,311,381
Total liabilities	20,086,310		12,139,155

COMMITMENTS AND CONTINGENCIES (Note 14)

STOCKHOLDERS' EQUITY
Common stock - $0.001 par value, 750,000,000 shares authorized, 388,144,429 and 388,143,679 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively (2)	388,144		388,144
Additional paid in capital	282,901,721		271,689,292
Accumulated deficit	(236,889,004)		(190,545,661)
Total stockholders' equity	46,400,861		81,531,775

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	66,487,171	$	93,670,930

(1) Includes approximately $1.0 million payable for costs incurred pursuant to service agreements with affiliated entities as of June 30, 2026. See Note 13.

(2) Information pertaining to the number of shares outstanding gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

USBC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended,				Six Months Ended,
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

OPERATING EXPENSES
RESEARCH AND DEVELOPMENT EXPENSES	$	57,352	$	238,612	$	275,548	$	656,819
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (1)	16,372,883		1,015,733		27,821,947		2,805,048
Total operating expenses	16,430,235		1,254,345		28,097,495		3,461,867
OPERATING LOSS	(16,430,235)		(1,254,345)		(28,097,495)		(3,461,867)

OTHER INCOME (EXPENSE), NET
Interest income	14,581		1,409		25,884		3,940
Interest expense	(219,583)		(275,665)		(233,750)		(1,649,710)
Change in fair value of digital assets	(9,705,974)		—		(29,710,439)		—
Other derivative income, net	671,391		—		2,228,110		—
Provision for credit losses	(354,446)		—		(2,531,270)		—
Total other expense, net	(9,594,031)		(274,256)		(30,221,465)		(1,645,770)

LOSS BEFORE INCOME TAXES	(26,024,266)		(1,528,601)		(58,318,960)		(5,107,637)

Income tax benefit	(5,235,692)		—		(11,975,617)		—

NET LOSS	(20,788,574)		(1,528,601)		(46,343,343)		(5,107,637)

Deemed dividends on Series C, D and H Preferred Stock	—		(2,158,161)		—		(2,181,823)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(20,788,574)	$	(3,686,762)	$	(46,343,343)	$	(7,289,460)

Basic and diluted loss per share	$	(0.05)	$	(0.55)	$	(0.12)	$	(1.52)

Weighted average shares of common stock outstanding- basic and diluted (2)	388,144,429		6,672,777		388,144,334		4,780,564

(1) Includes approximately $3.3 million and $6.3 million of costs incurred pursuant to service agreements with affiliated entities for the three and six months ended June 30, 2026, respectively.

(2) Information pertaining to the number of shares outstanding and per share data gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

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USBC, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

(Unaudited)


	Series C Convertible Preferred Stock			Series D Convertible Preferred Stock			Series H Convertible Preferred Stock			Common Stock			Additional Paid in Capital		Accumulated Deficit		Total Stockholders' (Deficit)/Equity
	Shares	$		Shares	$		Share	$		Shares(1)	$
Balance as of December 31, 2024	17,858	$	1,790	10,161	$	1,015	—	$	—	2,779,149	$	111,089	$	139,405,148	$	(143,433,942)	$	(3,914,900)
Stock compensation expense	—	—		—	—		—	—		—	—		593,681		—		593,681
Deemed dividends on Series C and D Preferred Stock	—	—		—	—		—	—		—	—		23,662		(23,662)		—
Issuance of common stock for At The Market common stock offering	—	—		—	—		—	—		379,451	1,628		509,077		—		510,705
Issuance of common stock for debt payment	—	—		—	—		—	—		383,118	384		505,617		—		506,001
Impact of reverse stock split due to rounding	—	—		—	—		—	—		(11)	—		—		—		—
Net loss	—	—		—	—		—	—		—	—		—		(3,579,036)		(3,579,036)
Balance as of March 31, 2025	17,858	$	1,790	10,161	$	1,015	—	$	—	3,541,707	$	113,101	$	141,037,185	$	(147,036,640)	$	(5,883,549)
Issuance of common stock for services	—	—		—	—		—	—		400,000	400		175,600		—		176,000
Deemed dividends on Series C and D Preferred Stock	—	—		—	—		—	—		—	—		24,998		(24,998)		—
Issuance of common stock for At The Market common stock offering	—	—		—	—		—	—		1,329,276	1,330		772,588		—		773,918
Issuance of common stock for debt payment	—	—		—	—		—	—		2,226,965	2,227		850,369		—		852,596
Issuance of Series H Convertible Preferred Stock	—	—		—	—		16,916	1,184,066		—	—		702,335		—		1,886,401
Deemed dividend due to repricing of Series C, D and H Preferred Stock	—	—		—	—		—	—		—	—		1,064,199		(2,133,163)		(1,068,964)
Net loss	—	—		—	—		—	—		—	—		—		(1,528,601)		(1,528,601)
Balance as of June 30, 2025	17,858	$	1,790	10,161	$	1,015	16,916	$	1,184,066	7,497,948	$	117,058	$	144,627,274	$	(150,723,402)	$	(4,792,199)

Balance as of December 31, 2025	—	—		—	—		—	—		388,143,679	388,144		271,689,292		(190,545,661)		81,531,775
Stock compensation expense	—	—		—	—		—	—		—	—		3,925,225		—		3,925,225
Issuance of common stock for stock option exercises	—	—		—	—		—	—		750	—		330		—		330
Net loss	—	—		—	—		—	—		—	—		—		(25,554,769)		(25,554,769)
Balance as of March 31, 2026	—	$	—	—	$	—	—	$	—	388,144,429	$	388,144	$	275,614,847	$	(216,100,430)	$	59,902,561
Stock compensation expense	—	—		—	—		—	—		—	—		7,286,874		—		7,286,874
Net loss	—	—		—	—		—	—		—	—		—		(20,788,574)		(20,788,574)
Balance as of June 30, 2026	—	$	—	—	$	—	—	$	—	388,144,429	$	388,144	$	282,901,721	$	(236,889,004)	$	46,400,861

(1) Information pertaining to the number of shares outstanding and per share data gives retroactive effect to a 1 for 40 reverse stock split that became effective on February 19, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

USBC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended,
	June 30, 2026		June 30, 2025
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss	$	(46,343,343)	$	(5,107,637)
Adjustments to reconcile net loss to net cash used in
Operating activities
Depreciation and amortization	6,184		14,325
Loss on disposal of fixed assets (1)	22,363		—
Stock based compensation - stock option grants	11,212,099		593,681
Provision for credit losses	2,531,270		—
Amortization of operating lease right-of-use asset	64,475		55,709
Issuance of common stock for services	—		176,000
Interest expense for default of convertible notes	—		748,600
Amortization of debt issuance costs	—		654,110
Change in fair value of digital assets	29,710,439		—
Other derivative income, net	(2,228,110)		—
Deferred income taxes	(11,975,617)		—
Interest income on note receivable	(3,452)		—
Changes in operating assets and liabilities:
Prepaid expenses	(332,917)		—
Operating lease right-of-use liability	(40,917)		(47,441)
Derivative liabilities	(356,224)		—
Digital assets - receivable, net	(1,198,991)		—
Derivative assets	2,231,659		—
Accounts payable - trade and accrued expenses	1,475,676		197,204
Other long-term assets	—		125,000
NET CASH USED IN OPERATING ACTIVITIES	(15,225,406)		(2,590,449)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of USDC	(10,000,000)		—
Liquidation of USDC	10,000,000		—
Draws on note receivable	(225,000)		—
NET CASH USED IN INVESTING ACTIVITIES:	(225,000)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from draws on loan payable	15,000,000		—
Proceeds from debt offering	—		200,000
Proceeds from Original Issuance Notes	—		246,000
Proceeds from issuance of common stock for stock option exercise	330		—
Proceeds from At The Market common stock offering	—		1,284,623
NET CASH PROVIDED BY FINANCING ACTIVITIES	15,000,330		1,730,623

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(450,076)		(859,826)

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	4,092,308		1,032,329

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	3,642,232	$	172,503

Supplemental disclosures of cash flow information:
Interest paid	$	127,500	$	2,000
Income taxes paid	$	—	$	—

Supplemental disclosure of non-cash investing and financing activities:
Deemed dividends on Series C, D and H Preferred Stock	$	—