USBC (USBC) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 26, 2024, allowing shareholders to attend, vote, and ask questions online, with a record date of July 30, 2024.

• Shareholders will vote on the election of seven directors, ratification of the independent auditor, approval of share issuance related to convertible notes and warrants, and a non-binding advisory vote on executive compensation.

• Proxy materials, including the Proxy Statement and 2023 Annual Report, are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors to serve until the 2025 Annual Meeting.

• Proposal 2: Ratify BPM LLP as the independent registered public accounting firm for fiscal year ending September 30, 2024.

• Proposal 3: Authorize issuance of shares underlying convertible notes and warrants to Lind Global Fund II LP, potentially exceeding 20% of outstanding shares, to comply with NYSE American Rule 713.

• Proposal 4: Approve, by non-binding advisory vote, the compensation of named executive officers.

• Shareholder proposals for the 2025 meeting must be received by April 15, 2025, to be considered for inclusion.

Board of directors and corporate governance

• The Board consists of seven directors, six of whom are independent under NYSE American rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and defined charters.

• Directors are expected to attend annual meetings, and all attended the 2023 virtual meeting.

• The Board oversees risk management, with committees handling specific areas such as financial, compensation, and governance risks.

• A code of ethics applies to all directors, officers, and employees, with disclosures of any amendments or waivers made via the company website.