USBC (USBC) Proxy Filing summary

Executive summary

• A special virtual meeting is scheduled for July 24, 2025, to vote on four key proposals, with the Board unanimously recommending approval of all.

• Proposals include a massive increase in authorized common stock, a transformative private placement, an amendment to the equity incentive plan, and the ability to adjourn the meeting if needed.

• The Board cites urgent capital needs and the risk of liquidation without the private placement, which would result in a change of control.

• Stockholders of record as of June 20, 2025, are eligible to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposal 1: Increase authorized common stock from 7.5 million to 750 million shares to enable future capital raises and fulfill obligations under the private placement.

• Proposal 2: Approve issuance of over 350 million shares in a private placement to Goldeneye 1995 LLC, resulting in a change of control and majority ownership by the buyer.

• Proposal 3: Amend the 2021 Equity Incentive Plan to add 35 million shares for employee and director compensation.

• Proposal 4: Allow adjournment of the meeting to solicit more votes if necessary.

• Support agreements from holders of 47% of voting power commit to vote in favor of all proposals.

Board of directors and corporate governance

• Post-private placement, the company will be a “controlled company” under NYSE rules, exempting it from certain independent board requirements.

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