12/17/2025 | Press release | Distributed by Public on 12/17/2025 16:21
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 15, 2025, USBC, Inc. (the "Company") and Kirk Chapman mutually agreed that Mr. Chapman would depart from his position as Chief Operating Officer, effective immediately. Mr. Chapman has been instrumental in helping to establish the early foundations of USBC. The departure was not the result of any disagreement with the Company on any matter related to the Company's operations, policies or practices. The team is grateful for Mr. Chapman's contributions and wishes him well on his future endeavors.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
On December 11, 2025, the Company filed with the Secretary of State of the State of Nevada certificates of withdrawal to terminate the designations for the Company's Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series H Convertible Preferred Stock. At the time of the filing, no shares of these preferred stock series were outstanding. The withdrawal became effective immediately upon filing and deleted the related provisions from the Company's Restated Articles of Incorporation.
The foregoing descriptions of the certificates of withdrawal are not complete and are subject to and qualified in their entirety by reference to such applicable certificate of withdrawal, copies of which are attached to this Current Report on Form 8-K as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.