usbc-20260331

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 March 31, 2026

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

For the transition period from _______ to ________

Commission File number 000-30262


			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 May 12, 2026: 388,144,429 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None.


		Page Number
PART I	FINANCIAL INFORMATION

ITEM 1	Financial Statements (Unaudited)	3

	Consolidated Balance Sheets as of M arch 31, 2026 and D ecember 31, 2025	3

	Consolidated Statements of Operations for the three months ended M arch 31 , 202 6 and 202 5	4

	Consolidated Statements of Changes in Stockholders’ (Def icit ) Equity	5

	Consolidated Statements of Cash Flows for the t hree months ended M arch 31 , 202 6 and 202 5	6

	Notes to the Financial Statements	7

ITEM 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	24

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	32

ITEM 4	Controls and Procedures	32

PART II	OTHER INFORMATION	34

ITEM 1 .	Legal Proceedings	34

ITEM 1A.	Risk Factors	34

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	34

ITEM 3	Defaults upon Senior Securities	34

ITEM 4	Mine S af ety Disclosures	37

ITEM 5	Other Information	37

ITEM 6	Exhibits	34

	SIGNATURES	i


	March 31, 2026		December 31, 2025 (1)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	2,035,047	$	4,092,308
Prepaid expenses	486,450		291,174
Derivative assets	8,165		61,348
Digital assets - receivable, net	894,853		2,348,695
Total current assets	3,424,515		6,793,525

OTHER ASSETS
Digital assets	68,674,725		86,637,784
Other non-current assets	24,174		52,721
Operating lease right-of-use asset	154,888		186,900

TOTAL ASSETS	$	72,278,302	$	93,670,930

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable - trade (2)	$	2,913,837	$	1,988,049
Accrued expenses (2)	2,652,260		1,095,885
Loan payable	5,000,000		—
Current portion of operating lease right-of-use liability	87,362		84,712
Derivative liabilities	23,355		509,022
Total current liabilities	10,676,814		3,677,668

NON-CURRENT LIABILITIES:
Operating lease liability, net of current portion	127,472		150,106
Deferred tax liability	1,571,455		8,311,381
Total liabilities	12,375,741		12,139,155

COMMITMENTS AND CONTINGENCIES (Note 13)

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 March 31, 2026 and December 31, 2025, respectively (3)	388,144		388,144
Additional paid in capital	275,614,847		271,689,292
Accumulated deficit	(216,100,430)		(190,545,661)
Total stockholders' equity	59,902,561		81,531,775

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	72,278,302	$	93,670,930


	Three Months Ended,
	March 31, 2026		March 31, 2025

OPERATING EXPENSES
RESEARCH AND DEVELOPMENT EXPENSES	$	218,196	$	418,207
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (1)	11,449,064		1,789,315
Total operating expenses	11,667,260		2,207,522
OPERATING LOSS	(11,667,260)		(2,207,522)

OTHER INCOME (EXPENSE), NET
Interest income	11,303		2,531
Interest expense	(14,167)		(1,374,045)
Change in fair value of digital assets	(20,004,465)		—
Other derivative income, net	1,556,719		—
Provision for credit losses	(2,176,824)		—
Total other expense, net	(20,627,434)		(1,371,514)

LOSS BEFORE INCOME TAXES	(32,294,694)		(3,579,036)

Income tax benefit	(6,739,925)		—

NET LOSS	(25,554,769)		(3,579,036)

Deemed dividends on Series C, D and H Preferred Stock	—		(23,662)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(25,554,769)	$	(3,602,698)

Basic and diluted loss per share	$	(0.07)	$	(1.24)

Weighted average shares of common stock outstanding- basic and diluted (2)	388,144,237		2,909,985


	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)

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


	Digital assets		Digital assets - receivable, net
Bitcoin and digital assets - receivable, net at fair value as of December 31, 2025	$	86,637,784	$	2,348,695
Bitcoin generated through trading	1,124,225		—
Fees	(224,835)		—
Collateral	(362,982)		362,982
Provision for credit losses	—		(1,816,824)
Unrealized gain/(loss)	(20,004,465)		—
Bitcoin and digital assets - receivable, net at fair value as of March 31, 2026	$	67,169,727	$	894,853


	Digital assets - receivable, net
Allowance for credit losses as of December 31, 2025	$	—
Provision for credit losses	(1,816,824)
Net charge-offs/(recoveries)	—
Allowance for credit losses as of March 31, 2026	$	(1,816,824)


	Estimated Useful Lives	March 31, 2026		December 31, 2025
Machinery and equipment	3 years	$	279,683	$	279,683
Furniture and fixtures	3 years	21,367		21,367
Less: accumulated depreciation		(278,687)		(272,503)
Less: asset disposal		(22,363)		—
		$	—	$	28,547


	Operating leases
2026 (excluding the three months ended March 31, 2026)	$	76,559
2027	156,235
Total remaining payments	232,794
Less imputed interest	(17,960)
Total lease liability	$	214,834


	Shares	Weighted Average Exercise Price
Outstanding as of December 31, 2025	1,154,106	$	17.55
Issued	-	-
Exercised	-	-
Forfeited	-	-
Expired	(181,576)	(61.4)
Outstanding as of March 31, 2026	972,530	$	9.37


	Number of	Weighted Average
	Shares	Exercise Price
Outstanding as of December 31, 2025	96,150,750	$	1.08
Exercised	(750)	(0.44)
Granted	10,470,000	0.37
Forfeitures	(14,137,500)	(1.05)
Expired	(12,500)	(1.10)
Outstanding as of March 31, 2026	92,470,000	$	0.37


Assumptions
Dividend yield	—	%
Exercise price	$0.37
Expected term	5.5 years
Expected volatility	71.1	%
Risk free interest rate	3.9	%


101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*						The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments)


Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Life In Years	Weighted Average Exercise Price Outstanding		Number Exercisable	Weighted Average Exercise Price Exercisable
$0.37	92,470,000	9.96	$	0.37	9,175,000	$	0.37
	92,470,000	9.96	$	0.37	9,175,000	$	0.37


	Three Months Ended March 31,
	2026		2025		$ Variance
Operating expenses-
Research and development expenses	$	218	$	418	$	(200)
Selling, general and administrative expenses	11,449		1,789		9,660
Total operating expenses	11,667		2,207		9,460
Operating loss	(11,667)		(2,207)		(9,460)
Other Income (Expense), Net:
Interest income	11		3		8
Interest expense	(14)		(1,374)		1,360
Change in fair value of digital assets	(20,004)		—		(20,004)
Other derivative income, net	1,557		—		1,557
Provision for credit losses	(2,177)		—		(2,177)
Total other income (expense), net	(20,627)		(1,371)		(19,256)
Loss before income taxes	(32,294)		(3,578)		(28,716)
Income tax benefit	(6,740)		—		(6,740)
Net loss	$	(25,554)	$	(3,578)	$	(21,976)


			Less Than
Contractual Cash Obligations	Total		1 Year		1-3 Years
Loan payable (1)	$	5,432,083	$	5,432,083	$	—
Operating leases	232,794		76,559		156,235
	$	5,664,877	$	5,508,642	$	156,235


Exhibit No.						Description
3.1						Restated Articles of Incorporation, dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 14, 2023).
3.2						Certificate of Amendment to Articles of Incorporation, dated July 31, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 1, 2025).
3.3						Certificate of Amendment of Articles of Incorporation, dated August 6, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 7, 2025).


3.4						Amended and Restated Series C Certificate of Designation, dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023).
3.5						Third Amended and Restated Series D Certificate of Designation, dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023).
3.6						Series D Certificate of Correction of Know Labs, Inc., dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023).
3.7						Series C Certificate of Correction of Know Labs, Inc., dated August 11, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023).
3.8						Certificate of Withdrawal of Series F Preferred Stock, dated August 10, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed August 14, 2023).
3.9						Certificate of Designation of Series F Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 3, 2018).
3.1 0						Certificate of Amendment to Articles of Incorporation, dated October 29, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed, filed October 30, 2024).
3.11						Certificate, Amendment or Withdrawal of Designation, relating to the Series C Preferred Stock, filed with the Secretary of State of Nevada on December 11, 2025 (incorporated by reference to the Company’s Form 8-K, filed December 17, 2025).
3.12						Certificate, Amendment or Withdrawal of Designation, relating to the Series D Preferred Stock, filed with the Secretary of State of Nevada on December 11, 2025 (incorporated by reference to the Company’s Form 8-K, filed December 17, 2025).
3.13						Certificate, Amendment or Withdrawal of Designation, relating to the Series H Preferred Stock, filed with the Secretary of State of Nevada on December 11, 2025 (incorporated by reference to the Company’s Form 8-K, filed December 17, 2025).
3.14						Second Amended and Restated Bylaws, dated October 15, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 7, 2021).
3.15						Amendment to the Second Amended and Restated Bylaws, dated December 15, 2025 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 19, 2025).
10.1						Separation and General Release Agreement, dated January 6, 2026, by and between the Company and Kirk Chapman (incorporated by reference to the Company’s Transition Report on Form 10-K, filed March 25, 2026).
10.2						Strategic Partnership Agreement, dated as of January 20, 2026, by and among the Company, Vast Bank and Uphold (incorporated by reference to Company’s Current Report on Form 8-K, filed January 26, 2026)
10.3						Affiliate Services Agreement, dated March 18, 2026, between USBC, Inc. and Vast Holdings, Inc. (incorporated by reference to the Company’s Transition Report on Form 10-K, filed March 25, 2026).
10.4#						Master Loan Agreement, dated March 18, 2026, between USBC, Inc. and Payward Interactive, Inc. (incorporated by reference to the Company’s Transition Report on Form 10-K, filed March 25, 2026).
10.5#						Stock Purchase Agreement, dated March 27, 2026, by and among USBC, Inc., Particle, Inc., Particle Acquisition Corporation, and Ron Erickson (incorporated by reference to the Company’s Current Report on Form 8-K, filed April 2, 2026).
10.6†						Separation and General Release Agreement, dated April 9, 2026, by and between the Company and Ronald Erickson. (incorporated by reference to the Company’s Transition Report on Form 10-K /A , filed April 2 7 , 2026).
31.1*						Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).
101.SCH*						Inline XBRL Taxonomy Extension Schema Document

SEC Form 10-Q filed by USBC Inc.