USBC (USBC) Proxy Filing summary

Executive summary

• A special meeting is scheduled for July 24, 2025, to vote on four key proposals, including a major increase in authorized common stock, a transformative private placement, an amendment to the equity incentive plan, and a potential adjournment to solicit more votes if needed.

• The Board unanimously recommends voting in favor of all proposals, citing their necessity for the company's financial health and future operations.

• Stockholders holding approximately 47% of voting power have agreed to support all proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks to increase authorized common stock from 7.5 million to 750 million shares to provide flexibility for capital raising and business opportunities.

• Proposal 2 requests approval for a private placement with Goldeneye 1995 LLC, involving the issuance of up to 357.8 million shares and resulting in a change of control.

• Proposal 3 amends the 2021 Equity Incentive Plan to increase shares available for issuance by 48.95 million, supporting talent retention and alignment with shareholder interests.

• Proposal 4 allows adjournment of the meeting if insufficient votes are present to approve the other proposals.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Following the private placement, the buyer will own approximately 91.7% of common stock, and the company will be classified as a "controlled company" under NYSE rules, reducing requirements for independent directors.

• The Board and compensation committee administer the equity incentive plan and have authority over awards and plan amendments.