USBC (USBC) 2026 10-K Risk Factors: 32 New, 44 Dropped

What the changes say

USBC shifted from medical device development to a tokenized deposit platform, Bitcoin-backed financing, and maintaining NYSE American listing compliance.

What changed since the prior 10-K

New

NewRisk Related to Business, Finance and Operations
We have a history of losses, we may not be able to attain profitability in the future, and there is no assurance that our revenue and business model will be successful
We have a history of net losses and expect costs to increase as we develop our pre-launch tokenized deposit platform.
NewRisk Related to Business, Finance and Operations
We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at all
We rely on Bitcoin holdings and a Bitcoin-collateralized loan facility to fund operations and may need additional capital.
NewRisk Related to Business, Finance and Operations
Failure of vendors to perform their contractual agreements and our failure to effectively oversee vendor operations could adversely affect our business, financial condition, and results of operations
We depend on third-party vendors for critical technology, cybersecurity, and data processing functions.
NewRisk Related to Business, Finance and Operations
The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members
Complying with public company obligations under the NYSE American and SEC rules will increase our costs and divert management attention.
NewRisk Related to Business, Finance and Operations
We rely on an affiliated entity to provide key operational services, which exposes us to risks related to potential conflicts of interest, cost structure, operational dependency, and business continuity
We rely on Vast Bank, an affiliate of our CEO, for strategic and operational services supporting our tokenized deposit platform.
NewRisk Related to Business, Finance and Operations
Geopolitical and political instability, including armed conflicts, regional tensions, terrorism, sanctions, adverse economic conditions, and related disruptions in U.S. and global markets, could adversely affect our business and financial condition
Geopolitical tensions and U.S. macroeconomic policies could cause market volatility and negatively impact our business.
NewRisks Related to Ownership of our Common Stock
We are a “controlled company” within the meaning of the NYSE American rules and, as a result, we qualify for exemptions from certain corporate governance requirements. Our stockholders do not have the same protections afforded to stockholders of companies that are subject to such requirements
Our CEO Greg Kidd controls a majority of our voting power, making us a controlled company exempt from certain NYSE American governance rules.
NewRisks Related to Ownership of our Common Stock
are not required to have director nominations be made, or recommended to the full board of directors, by independent directors or by a nominations committee that is composed entirely of independent directors
Our controlled company status and CEO's dual role increase the risk of conflicts of interest and reduce minority stockholder influence.
NewRisks Related to Ownership of our Common Stock
We underwent a fundamental change in capitalization during 2025, and the issuance, repricing, or sale of substantial amounts of our common stock could result in significant dilution and adversely affect the market price of our shares
Our 2025 recapitalization and stock option repricings drastically increased our share count and could cause significant shareholder dilution.
NewRisks Related to Ownership of our Common Stock
Future issuances of equity or debt securities could further dilute stockholders or adversely affect the value of our common stock
Future sales of equity or debt securities could further dilute our stockholders and impose restrictive covenants on our operations.
NewRisks Related to Ownership of our Common Stock
We are currently operating under an accepted plan with the NYSE American to regain compliance with its continued listing standards, but there can be no assurance that we ultimately will do so, and additional or revised listing standards could increase the risk of suspension or delisting
We are operating under an accepted compliance plan with the NYSE American to address minimum share price and stockholders equity deficiencies.
NewRisks Related to Ownership of our Common Stock
potential breaches of our agreements under which we made representations or covenants regarding compliance with listing requirements, which could result in costly litigation, liabilities and diversion of management’s time and attention
Failure to maintain NYSE American listing compliance could impair counterparties' willingness to proceed with our tokenized-deposit initiative.
NewRisks Related to Ownership of our Common Stock
We may consider implementing a reverse stock split in the future, which could adversely affect the market price and liquidity of our common stock
NewRisks Related to Ownership of our Common Stock
Because our stock price has fluctuated significantly and may remain volatile, the value of your investment may decline
NewRisks Related to Our Bitcoin Treasury Strategy and Holdings
Bitcoin price volatility and correlation to our stock could materially impact our financial results and market price
NewRisks Related to Our Bitcoin Treasury Strategy and Holdings
Concentration of our Bitcoin holdings and market-liquidity constraints magnify adverse outcomes
NewRisks Related to Our Bitcoin Treasury Strategy and Holdings
We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers
NewRisks Related to Our Bitcoin Treasury Strategy and Holdings
Our Bitcoin holdings are and will be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents
NewRisks Related to Our Bitcoin Treasury Strategy and Holdings
Counterparty, custody, and market-infrastructure risks, including contagion, could result in loss of assets or access
NewRisks Related to Our Bitcoin Treasury Strategy and Holdings
Regulatory and accounting developments could increase compliance burdens and earnings volatility or restrict our strategy
NewRisks Related to Our Bitcoin Treasury Strategy and Holdings
Yield-generation and derivative strategies are risky and relatively untested at public-company scale
NewRisks Related to Our Bitcoin Treasury Strategy and Holdings
Operational, technology, cybersecurity, and market-access risks could disrupt execution of our strategy
NewRisks Related to Our Product Development Initiatives
Our tokenized-deposit initiative has not yet launched and our Science Division remains in the development stage which subjects both initiatives to significant uncertainty
NewRisks Related to Our Product Development Initiatives
We may be unable to launch retail tokenized U.S. dollar deposits within anticipated timelines, or at all, if required approvals are delayed, modified, or not obtained
NewRisks Related to Our Product Development Initiatives
Our ability to advance our tokenized-deposit initiative will depend entirely on the participation, regulatory standing, and technical readiness of third-party partners
NewRisks Related to Our Product Development Initiatives
The legal and regulatory framework for tokenized deposits is unsettled and may impose obligations that make the initiative impractical
NewRisks Related to Our Product Development Initiatives
Regulators may require banks to maintain traditional core-banking and general-ledger systems even if tokenized-deposit architecture is used, which could increase costs or limit the design of the product
NewRisks Related to Our Product Development Initiatives
Developing a tokenized-deposit platform exposes us to significant development, operational, security, and technology risks
NewRisks Related to Our Product Development Initiatives
International access to tokenized deposits may be limited by sanctions, local-law restrictions, or bank-partner policies, which could materially reduce our addressable market and adversely affect our business, financial condition, results of operations and prospects
NewRisks Related to Our Product Development Initiatives
Potential conflicts of interest involving our banking partner, if not appropriately addressed, could create regulatory or governance risks
NewRisks Related to Our Product Development Initiatives
Our success will depend on retaining qualified management and technical personnel
NewRisks Related to Our Product Development Initiatives
Intellectual property challenges could impair our ability to protect or commercialize our technology

Dropped

DroppedRisks Related to Our Business and Industry
We need additional financing to support our technology development and ongoing operations, pay our debts and maintain ownership of our intellectual property
We need additional financing to support technology development and maintain intellectual property ownership.
DroppedRisks Related to Our Business and Industry
We need to continue as a going concern if our business is to succeed
We must continue as a going concern given our limited revenues and working capital deficit.
DroppedRisks Related to Our Business and Industry
As of September 30, 2024, we owed approximately $4,724,000 and if we do not satisfy these obligations, the lenders may have the right to demand payment in full or exercise other remedies
We owed $4,724,000 under convertible promissory notes as of September 30, 2024.
DroppedRisks Related to Our Business and Industry
We have a history of operating losses and there can be no assurance that we can achieve or maintain profitability
We have an accumulated deficit of $138,736,000 and a history of operating losses.
DroppedRisks Related to Our Business and Industry
We may not be able to generate sufficient revenue from the commercialization of our technology and related products to achieve or sustain profitability
We may not generate sufficient revenue from commercializing our early-stage technology.
DroppedRisks Related to Our Business and Industry
We are subject to extensive regulation by the FDA, which could require us to take significant time and could cause us to incur significant costs
Our KnowU glucose monitoring products are subject to extensive FDA regulation.
DroppedRisks Related to Our Business and Industry
The clinical trial process is lengthy and expensive with uncertain outcomes. Results of earlier studies may not be predictive of future clinical trial results, or the safety or efficacy profile for such products
Clinical trial processes for our medical devices are lengthy, expensive, and uncertain.
DroppedRisks Related to Our Business and Industry
FDA concludes that the results from our trial and/or trial design are inadequate to demonstrate safety and effectiveness of the product
The FDA may conclude that our trial results or design are inadequate.
DroppedRisks Related to Our Business and Industry
Any of these occurrences may significantly harm our business, financial condition, and prospects. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates
Foreign regulatory approvals for our medical devices require separate clearance.
DroppedRisks Related to Our Business and Industry
The safety and efficacy of our products is not yet supported by long-term clinical data, which could limit sales, and our products might therefore prove to be less safe or effective than initially thought
Our medical devices lack long-term clinical data supporting safety and efficacy.
DroppedRisks Related to Our Business and Industry
Medical devices may be marketed only for the indications for which they are approved or cleared. Further, clearances can be revoked if safety or effectiveness problems develop once the device is on the market
Medical devices may only be marketed for approved indications and clearances can be revoked.
DroppedRisks Related to Our Business and Industry
The occurrence of any of these events would have a material adverse effect on our business, financial condition and results of operations and could result in stockholders losing their entire investment
Relationships with healthcare professionals are subject to federal and state fraud and abuse laws.
DroppedRisks Related to Our Business and Industry
analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers
DroppedRisks Related to Our Business and Industry
A variety of risks associated with marketing our product candidates internationally could materially adversely affect our business
DroppedRisks Related to Our Business and Industry
We may face difficulties with respect to coverage and reimbursement by various payors
DroppedRisks Related to Our Business and Industry
The discovery of serious safety issues with our products, or a recall of our products either voluntarily or at the direction of FDA or another governmental authority, could have a negative impact on us
DroppedRisks Related to Our Business and Industry
We may face difficulties from changes to current regulations and future legislation, both in the U.S. as well as in other foreign jurisdictions where we may be operating
DroppedRisks Related to Our Business and Industry
Our fields of therapeutic interest is highly competitive and subject to significant and rapid technological change. Accordingly, our success may depend, in part, on our ability to respond quickly to such change through the development and introduction of new products
DroppedRisks Related to Our Business and Industry
We currently rely upon external resources for many engineering and product development services. If we are unable to secure engineering or product development partners or establish satisfactory engineering and product development capabilities, we may not be able to successfully commercialize our technology
DroppedRisks Related to Our Business and Industry
We are in the early stages of commercialization and our technology and related products may never achieve significant commercial market acceptance
DroppedRisks Related to Our Business and Industry
We are dependent on key personnel
DroppedRisks Related to Our Business and Industry
We rely on the timely supply of components and parts and could suffer if suppliers fail to meet their delivery obligations, raise prices or cease to supply us with components or parts
DroppedRisks Related to Our Business and Industry
The failure of our suppliers to deliver components or products in a timely fashion could have disruptive effects on our ability to produce our products in a timely manner, or we may be required to find new suppliers at an increased cost
DroppedRisks Related to Our Business and Industry
We have limited insurance which may not cover claims by third parties against us or our officers and directors
DroppedRisks Related to Our Business and Industry
Our inability to effectively protect our intellectual property would adversely affect our ability to compete effectively, our revenue, our financial condition and our results of operations
DroppedRisks Related to Our Business and Industry
If we are prevented from selling our products, or if we are required to develop new technologies or pay significant monetary damages or are required to make substantial royalty payments, our business and results of operations would be harmed
DroppedRisks Related to Our Business and Industry
Claims by others that our products infringe their patents or other intellectual property rights could prevent us from manufacturing and selling some of our products or require us to pay royalties or incur substantial costs from litigation or development of non-infringing technology
DroppedRisks Related to Our Business and Industry
If we are unable to secure a sales and marketing partner or establish satisfactory sales and marketing capabilities at our company, we may not be able to successfully commercialize our technology
DroppedRisks Related to Our Business and Industry
We may engage in acquisitions, mergers, strategic alliances, joint ventures and divestures that could result in final results that are different than expected
DroppedRisks Related to Our Business and Industry
We may make strategic acquisitions in the future, and if the acquired companies do not perform as expected, this could adversely affect our operating results, financial condition and existing business
DroppedRisks Related to Our Business and Industry
the availability of management resources to oversee the integration and operation of the acquired businesses
DroppedRisks Related to Our Business and Industry
Government regulatory approval may be necessary before some of our products can be sold and there is no assurance such approval will be granted
DroppedRisks Related to Our Business and Industry
We or our manufacturers may be unable to obtain or maintain international regulatory clearances or approvals for our current or future products, or our distributors may be unable to obtain necessary qualifications, which could harm our business thus limited sales to the U.S
DroppedRisks Related to Our Business and Industry
We are subject to corporate governance and internal control requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements could adversely affect our business
DroppedRisks Related to Ownership of Our Common Stock
If we are unable to comply with the continued listing requirements of the NYSE American, then our common stock would be delisted from the NYSE American, which would limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions
DroppedRisks Related to Ownership of Our Common Stock
There is no assurance that we will be able to maintain compliance with the NYSE American continued listing rules and/or continue its listing on the NYSE American in the future
DroppedRisks Related to Ownership of Our Common Stock
a limited amount of news and analyst coverage; and
DroppedRisks Related to Ownership of Our Common Stock
The price of our common stock is volatile, which may cause investment losses for our stockholders
DroppedRisks Related to Ownership of Our Common Stock
The sale of a significant number of our shares of common stock could depress the price of our common stock
DroppedRisks Related to Ownership of Our Common Stock
Future capital raises or other issuances of equity or debt securities may dilute our existing stockholders’ ownership and/or have other adverse effects on our operations
DroppedRisks Related to Ownership of Our Common Stock
In the future, we may also attempt to increase our capital resources by offering debt securities. These debt securities would have rights senior to those of our common stock and the terms of the debt securities issued could impose significant restrictions on our operations, including liens on our assets
DroppedRisks Related to Ownership of Our Common Stock
The exercise prices of certain warrants, and the conversion prices of our outstanding convertible notes payable and our preferred stock may require further adjustment
DroppedRisks Related to Ownership of Our Common Stock
If our company were to dissolve or wind-down operations, holders of our common stock would not receive a liquidation distribution
DroppedRisks Related to Ownership of Our Common Stock
Provisions of the warrants could discourage an acquisition of us by a third party

All 34 risk factors

Headings as the filing states them, in filing order.

Risk Related to Business, Finance and Operations

01We have a history of losses, we may not be able to attain profitability in the future, and there is no assurance that our revenue and business model will be successfulNew
02We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at allNew
03Failure of vendors to perform their contractual agreements and our failure to effectively oversee vendor operations could adversely affect our business, financial condition, and results of operationsNew
04The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board membersNew
05We rely on an affiliated entity to provide key operational services, which exposes us to risks related to potential conflicts of interest, cost structure, operational dependency, and business continuityNew
06Geopolitical and political instability, including armed conflicts, regional tensions, terrorism, sanctions, adverse economic conditions, and related disruptions in U.S. and global markets, could adversely affect our business and financial conditionNew

Risks Related to Ownership of our Common Stock

07We are a “controlled company” within the meaning of the NYSE American rules and, as a result, we qualify for exemptions from certain corporate governance requirements. Our stockholders do not have the same protections afforded to stockholders of companies that are subject to such requirementsNew
08are not required to have director nominations be made, or recommended to the full board of directors, by independent directors or by a nominations committee that is composed entirely of independent directorsNew
09We underwent a fundamental change in capitalization during 2025, and the issuance, repricing, or sale of substantial amounts of our common stock could result in significant dilution and adversely affect the market price of our sharesNew
10Future issuances of equity or debt securities could further dilute stockholders or adversely affect the value of our common stockNew
11We are currently operating under an accepted plan with the NYSE American to regain compliance with its continued listing standards, but there can be no assurance that we ultimately will do so, and additional or revised listing standards could increase the risk of suspension or delistingNew
12potential breaches of our agreements under which we made representations or covenants regarding compliance with listing requirements, which could result in costly litigation, liabilities and diversion of management’s time and attentionNew
13We may consider implementing a reverse stock split in the future, which could adversely affect the market price and liquidity of our common stockNew
14Because our stock price has fluctuated significantly and may remain volatile, the value of your investment may declineNew
15additions or departures of key personnel
16We do not anticipate paying any cash dividends on our capital stock in the foreseeable future

Risks Related to Our Bitcoin Treasury Strategy and Holdings

17Bitcoin price volatility and correlation to our stock could materially impact our financial results and market priceNew
18Concentration of our Bitcoin holdings and market-liquidity constraints magnify adverse outcomesNew
19We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisersNew
20Our Bitcoin holdings are and will be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalentsNew
21Counterparty, custody, and market-infrastructure risks, including contagion, could result in loss of assets or accessNew
22Regulatory and accounting developments could increase compliance burdens and earnings volatility or restrict our strategyNew
23Yield-generation and derivative strategies are risky and relatively untested at public-company scaleNew
24Operational, technology, cybersecurity, and market-access risks could disrupt execution of our strategyNew

Risks Related to Our Product Development Initiatives

25Our tokenized-deposit initiative has not yet launched and our Science Division remains in the development stage which subjects both initiatives to significant uncertaintyNew
26We may be unable to launch retail tokenized U.S. dollar deposits within anticipated timelines, or at all, if required approvals are delayed, modified, or not obtainedNew
27Our ability to advance our tokenized-deposit initiative will depend entirely on the participation, regulatory standing, and technical readiness of third-party partnersNew
28The legal and regulatory framework for tokenized deposits is unsettled and may impose obligations that make the initiative impracticalNew
29Regulators may require banks to maintain traditional core-banking and general-ledger systems even if tokenized-deposit architecture is used, which could increase costs or limit the design of the productNew
30Developing a tokenized-deposit platform exposes us to significant development, operational, security, and technology risksNew
31International access to tokenized deposits may be limited by sanctions, local-law restrictions, or bank-partner policies, which could materially reduce our addressable market and adversely affect our business, financial condition, results of operations and prospectsNew
32Potential conflicts of interest involving our banking partner, if not appropriately addressed, could create regulatory or governance risksNew
33Our success will depend on retaining qualified management and technical personnelNew
34Intellectual property challenges could impair our ability to protect or commercialize our technologyNew

Other USBC 10-Ks

FY2025 10-K risk factors
29 risks27 new44 dropped
USBC pivoted from developing FDA-regulated glucose monitors to financial technology, focusing on tokenized deposits and Bitcoin treasury holdings.
Filed Dec 19, 2025
FY2024 10-K risk factors
46 risks
Operating losses and going concern dependence dominate risks, alongside FDA regulatory hurdles for KnowU glucose monitoring products and NYSE American listing compliance.
Filed Nov 14, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.