As filed with the Securities and Exchange Commission on December 31, 2025 Registration No. 333-290403 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USBC, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 7389 90-0273142 (I.R.S. Employer Identification No.) 300 E 2n ...

Know Labs, Inc. (NYSEAMERICAN:KNW – Get Free Report)’s stock price shot up 3.8% during trading on Friday . The stock traded as high as $2.17 and last traded at $2.1390. 612,050 shares were traded during trading, an increase of 60% from the average session volume of 381,756 shares. The stock had previously closed at $2.06. Get Know Labs alerts: Know Labs Trading Up 3.8%The company’s 50-day moving average is $2.14 and its two-hundred day moving average is $2.33. The firm has a market cap of $16.04 million, a ...

Financial Performance - USBC reported a net loss of $22,123,000 for the year ended September 30, 2025, compared to a net loss of $16,582,000 for the previous year, reflecting an increase in operating expenses [206]. - Total operating expenses increased to $18,047,000 in 2025 from $15,223,000 in 2024, driven by a rise in selling, general, and administrative expenses [201]. - The adjusted EBITDA for the year ended September 30, 2025, was reported at $(8,923,000), an improvement from $(11,750,000) in 2024 [212]. - Net cash used in operating activities for fiscal year 2025 was $7,596,000, a decrease from $12,829,000 in 2024 [215]. - The net loss for fiscal year 2025 was $22,123,000, compared to a net loss of $16,582,000 in 2024 [216][217]. - Net cash provided by financing activities for fiscal year 2025 was $13,307,000, an increase from $7,983,000 in 2024 [220]. - The company expects to continue incurring operating losses while developing its tokenized deposit program, relying on additional capital to sustain operations [223]. Liquidity and Capital Resources - USBC's liquidity as of September 30, 2025, included cash and cash equivalents of $8,822,000 and working capital of $6,018,000, with an accumulated deficit of $163,090,000 [207]. - The company anticipates requiring additional equity or debt financing in the near term to support the development of the tokenized deposit program [210]. - Future capital needs will depend on various factors, including regulatory costs and potential acquisitions [232]. - The company has no substantial doubt about its ability to continue as a going concern for at least one year, based on current cash and expected cash flows [241]. - The total contractual cash obligations as of September 30, 2025, include $282,501 for operating leases [227]. - The company issued 3.9 million shares of common stock in connection with a private placement, indicating ongoing capital raising efforts [219]. Strategic Initiatives - A strategic partnership was announced with Uphold and Vast Bank to launch the USBC tokenized deposit program, aiming to provide global access to U.S. dollar-denominated tokenized deposits [198]. - The company is evaluating a potential divestiture of its legacy non-invasive sensor business to enhance strategic focus and shareholder value [225]. Digital Assets - The company held approximately 1,003 Bitcoin valued at approximately $115.0 million as of September 30, 2025, with a strategy to utilize Bitcoin as a primary treasury reserve asset [195]. - As of September 30, 2025, digital assets totaling approximately $34.5 million were pledged as collateral under certain agreements [228]. Research and Development - Research and development expenses decreased significantly by $4,361,000 to $1,753,000 in 2025, primarily due to reduced personnel and lower expenditures [203]. Compensation and Stock Options - The board approved the repricing of stock options, lowering the exercise price from $2.45 to $1.10 per share, reflecting adjustments to compensation strategies [197].

S-1 1 usbc_s1.htm FORM S-1 As filed with the Securities and Exchange Commission on September 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USBC, Inc. (Exact name of registrant as specified in its charter) (Name, address, including zip code, and telephone number, including area code, of agent for service) (State or other jurisdiction of incorporation or organization) Nevada 7389 90‑027314 ...

Group 1: Company Transactions - CureVac N.V. is proposed to be sold to BioNTech SE, with each CureVac share exchanged for approximately $5.46 in BioNTech ADSs, resulting in CureVac shareholders owning between 4% and 6% of BioNTech post-transaction [1] - Know Labs, Inc. is set to be sold to Goldeneye 1995 LLC, with details on shareholder rights available [2] - Volato Group, Inc. will merge with M2i Global, Inc., with current Volato shareholders expected to own approximately 10% of the combined entity after the merger [2] - Heliogen, Inc. is proposed to be sold to Zeo Energy Corp., with Heliogen's securityholders receiving shares valued at approximately $10 million based on a price of $1.5859 per share, subject to adjustments [3] Group 2: Legal Rights and Options - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the aforementioned transactions, and may seek increased consideration for shareholders [4] - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [5]

Group 1: CureVac N.V. Acquisition - CureVac will be acquired by BioNTech SE, with each CureVac share exchanged for approximately $5.46 in BioNTech ADSs, leading to an implied aggregate equity value of about $1.25 billion [2] - Upon completion of the transaction, CureVac shareholders are expected to own between 4% and 6% of BioNTech [2] - The investigation focuses on whether the CureVac Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [2] Group 2: Know Labs, Inc. Acquisition - Know Labs will be acquired by Goldeneye 1995 LLC, with the purchase price determined by dividing the sum of 1,000 Bitcoin and a cash amount for debt retirement and working capital by the per share price of $0.335 [4] - The investigation examines whether the Know Labs Board breached its fiduciary duties by not conducting a fair process and whether the deal offers fair value to shareholders [4] Group 3: Volato Group, Inc. Merger - Volato Group will merge with M2i Global, with M2i Global expected to own approximately 90% of the total shares of Volato post-merger [6] - The investigation is centered on whether the Volato Group Board breached its fiduciary duties by failing to conduct a fair process and the potential dilution of shareholders in the combined company [6] Group 4: Heliogen, Inc. Acquisition - Heliogen will be acquired by Zeo Energy Corp, with securityholders receiving shares valued at approximately $10 million based on a price of $1.5859 per share, subject to adjustments based on net cash at closing [8] - The investigation looks into whether the Heliogen Board breached its fiduciary duties by not conducting a fair process and whether the consideration provides fair value to shareholders [8]

Group 1 - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the sale of Know Labs, Inc. to Goldeneye 1995 LLC [1] - Elevation Oncology, Inc. is set to be sold to Concentra Biosciences, LLC, with shareholders receiving $0.36 in cash per share and contingent value rights based on future net cash and proceeds from EO-1022 [1] - Crown Electrokinetics Corp. is being sold to Crown EK Acquisition LLC for $3.15 per share [2] Group 2 - Halper Sadeh LLC may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - The firm represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Core Viewpoint - Halper Sadeh LLC is investigating several companies for potential violations of federal securities laws and breaches of fiduciary duties to shareholders related to their proposed sales [1][2][3] Group 1: Provident Bancorp, Inc. - Provident Bancorp, Inc. is set to be sold to NB Bancorp, Inc., with shareholders receiving either 0.691 shares of NB Bancorp common stock or $13.00 in cash for each share of Provident common stock [1] Group 2: Know Labs, Inc. - Know Labs, Inc. is in the process of being sold to Goldeneye 1995 LLC, and shareholders are encouraged to explore their legal rights and options [2] Group 3: Heliogen, Inc. - Heliogen, Inc. is proposed to be sold to Zeo Energy Corp., with securityholders expected to receive shares of Zeo's Class A common stock valued at approximately $10 million, based on a price of $1.5859 per share [3] Group 4: Legal Representation - Halper Sadeh LLC may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions, operating on a contingent fee basis [4]

Group 1 - Halper Sadeh LLC is investigating Know Labs, Inc. for potential violations of federal securities laws related to its sale to Goldeneye 1995 LLC [1] - Heliogen, Inc. is set to be sold to Zeo Energy Corp, with securityholders expected to receive shares valued at approximately $10 million based on a share price of $1.5859 [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Financial Performance - Net loss attributable to common shareholders for the three months ended March 31, 2025, was $3,602,698, compared to a net loss of $5,496,273 for the same period in 2024, reflecting a reduction of approximately 34.4%[12] - The company reported a net loss of $3.446 billion for the quarter[16] - The net loss for the six months ended March 31, 2025, was $8,244,544, compared to a net loss of $8,844,288 for the same period in 2024, indicating a decrease in losses by approximately 6.8%[20] - The net loss for the three months ended March 31, 2025, was $3,579,000, a 33.7% improvement compared to a net loss of $5,398,000 for the same period in 2024[198] - The net loss for the six months ended March 31, 2025, was $8,245,000, a 6.8% improvement compared to a net loss of $8,844,000 for the same period in 2024[206] Assets and Liabilities - Total current assets decreased to $443,913 in 2025 from $3,110,755 in 2024, representing a decline of approximately 86.7%[9] - Total liabilities increased to $6,807,734 in 2025 from $5,820,629 in 2024, marking an increase of about 17%[9] - Total stockholders' deficit increased to $(5,883,549) in 2025 from $(2,156,201) in 2024, representing a decline of approximately 172.5%[9] - As of December 31, the balance sheet showed total assets of $17.858 billion, with liabilities of $16.161 billion[16] - The balance as of March 31 shows a total of $17.858 billion in assets, indicating stability in financial position[16] Expenses - Research and development expenses for the six months ended March 31, 2025, were $1,220,309, down from $3,661,633 in 2024, indicating a decrease of about 66.7%[12] - Selling, general and administrative expenses for the three months ended March 31, 2025, were $1,789,315, compared to $2,550,848 in 2024, a decrease of approximately 29.9%[12] - Interest expense for the six months ended March 31, 2025, was $2,557,844, compared to $740,251 in 2024, an increase of approximately 245.5%[12] - The company incurred advertising and marketing costs of $10,000 for the three months ended March 31, 2025, compared to $58,866 in the same period of the previous year[42] - The total depreciation expense for the three months ended March 31, 2025, was $7,162, compared to $19,643 for the same period in 2024[59] Stock and Equity - The basic and diluted loss per share for the three months ended March 31, 2025, was $(1.24), compared to $(2.69) for the same period in 2024, showing an improvement of about 54.9%[12] - The weighted average shares of common stock outstanding for the three months ended March 31, 2025, were 2,909,985, compared to 2,044,153 in 2024, an increase of approximately 42.3%[12] - The company issued options totaling 6.616 million shares, indicating ongoing employee incentives[16] - The total stock expenses were reported at $9.860 million, highlighting the company's commitment to shareholder value[16] - The company has a total of 5.594 million warrants outstanding, which could impact future equity dilution[16] Strategic Initiatives - The company is focusing on market expansion and new product development to drive future growth[16] - The company is exploring strategic acquisitions to enhance its market position and product offerings[16] - Know Labs announced the development of the KnowU™ non-invasive wearable continuous glucose monitor prototype, which is currently undergoing internal clinical testing[128] - The company is in discussions with potential biopharma, medical device, and consumer electronics partners regarding joint development agreements to accelerate development and commercial launch[159] - The KTL initiative aims to license Know Labs' intellectual property to corporate partners and academic institutions, fostering innovation across various industries[157] Compliance and Future Outlook - Future guidance suggests a cautious outlook due to current market conditions and competitive pressures[16] - The company has substantial doubt about its ability to continue as a going concern, as it may require additional financing to support its operations[34] - The NYSE American lifted the trading suspension of the company's common stock on March 5, 2025, after the stock traded above the low selling price threshold[189] - The company has a target completion date of March 27, 2026, to regain compliance with the NYSE American's continued listing standards[190] - Know Labs received notification from the NYSE American regarding non-compliance with minimum stockholders' equity requirements, and submitted a plan to regain compliance by March 27, 2026[186] Research and Development - The Company is focused on the development of a non-invasive blood glucose monitoring device, with a working prototype launched in the previous fiscal year[28] - The internal clinical research study showed a Mean Absolute Relative Difference (MARD) of 11.1% in measuring blood glucose levels using the proprietary RF dielectric sensor[139] - The sensor technology has demonstrated a high degree of correlation with leading continuous glucose monitors, providing a non-invasive alternative[138] - A study indicated that the technology achieved 93.37% accuracy in classifying glycemic status compared to venous blood glucose values[145] - The company is focused on refining its algorithms and expanding testing to ensure accurate glucose value estimation across diverse populations[147]