USBC, Inc.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our Chief Executive Officer and two other most highly compensated executive officers (our “named executive officers”) for services rendered in all capacities during the fiscal years ended September 30, 2025 and September 30, 2024, respectively. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

Employment and Separation Agreements

Robert Gregory Kidd, Kitty Payne, and Kirk Chapman

In connection with their respective appointments as Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, each of Mr. Kidd, Ms. Payne and Mr. Chapman entered into substantially identical employment agreements, each dated August 6, 2025 (the “Employment Agreements”).

Pursuant to the terms of the Employment Agreements, Mr. Kidd, Ms. Payne and Mr. Chapman each serve in their respective roles with each entitled to receive an annual base salary of $1 per annum for Mr. Kidd and $320,000 per annum for each of Ms. Payne and Mr. Chapman, which, in each case, is subject to our review from time to time.

Under their respective Employment Agreements, Mr. Kidd and, Ms. Payne and Mr. Chapman are each bound by an indefinite confidentiality obligation, a non-competition covenant during employment and for 12 months post-termination, a non-solicitation covenant with respect to Company personnel and business partners during employment and for 12 months post-termination, assignment of intellectual property, and indefinite non-disparagement obligations.

On December 15, 2025, the Company and Kirk Chapman mutually agreed that Mr. Chapman would depart from his position as Chief Operating Officer, effective immediately. The departure was not the result of any disagreement with the Company on any matter related to the Company's operations, policies or practices.

From time to time, each of Mr. Kidd and Ms. Payne is also eligible for an annual discretionary bonus, grants of equity awards, and participation in all group employment benefits that we offer, subject to the terms and conditions of such benefit plans, including any eligibility requirements. Either we, Mr. Kidd, or Ms. Payne, respectively, may terminate the respective employment relationship at any time, with or without cause, upon written notice to the other party. If employment is terminated without Cause or Good Reason (as each term is defined in the Employment Agreements), Mr. Kidd and Ms. Payne will receive, respectively, subject to execution, delivery, and non-revocation of a general release of claims against the Company, (i) an amount equal to 12 months’ annual base salary payable in equal installments as salary continuation payments (or in the event of a termination without Cause or for Good Reason within 24 months following a change in control, a payment equal to (x) 1.5 times their respective annual base salary, plus (y) their respective annual bonus for the most recent fiscal year payable in a lump sum)), (ii) an amount equal to any earned bonus for the fiscal year in which termination occurs, and (iii) reimbursement for COBRA premiums paid for each executive and his or her dependents for the 12 month (or in the event of a termination without Cause or for Good Reason within 24 months following a change in control, 18 month) period following the date of termination.

Ronald P. Erickson** **

On April 10, 2018, we entered into an amended employment agreement with Ronald P. Erickson (the “Erickson Employment Agreement”), which amends our employment agreement with him dated July 1, 2017. Mr. Erickson was entitled to an annual salary of $500,000. Mr. Erickson was entitled to participate in all group employment benefits that are offered by us to our senior executives and management employees from time to time, subject to the terms and conditions of such benefit plans, including any eligibility requirements. The Erickson Employment Agreement was for an initial term of 12 months (subject to earlier termination) and would be automatically extended for additional 12-month terms unless either party notified the other party of its intention to terminate the Erickson Employment Agreement at least ninety (90) days prior to the end of the initial term or renewal term. If we had terminated Mr. Erickson’s employment at any time prior to the expiration of the term without cause, as defined in the Erickson Employment Agreement, or if Mr. Erickson terminated his employment at any time for “good reason” or due to a “disability,” Mr. Erickson would be entitled to receive (i) his base salary amount for one year; and (ii) medical benefits for eighteen months.

On June 5, 2025, we executed an amendment (the “Erickson Amendment”) to the Erickson Employment Agreement. The Erickson Amendment reduced Mr. Erickson’s annual base salary from $500,000 to $375,000, effective upon consummation of the transactions contemplated by our Securities Purchase Agreement, dated as of June 5, 2025, with Goldeneye 1995 LLC (the “Purchase Agreement”), which occurred on August 6, 2025. In addition, the definition of “Good Reason” in Section 6(c) of the Erickson Employment Agreement was amended to provide that a material diminution in Mr. Erickson’s office, title or duties shall no longer constitute “Good Reason” (as defined in the Erickson Employment Agreement). The Erickson Amendment also clarified that the transactions contemplated by the Purchase Agreement shall not constitute a “Change of Control” for purposes of the definition of “Good Reason” in the Erickson Employment Agreement.

In connection with the consummation of the transactions contemplated by the Purchase Agreement, on August 6, 2025, we entered into an employment agreement with Mr. Erickson that superseded and replaced the Erickson Employment Agreement, as amended by the Erickson Amendment (the “New Erickson Employment Agreement”). The New Erickson Employment Agreement provides that Mr. Erickson will serve as our President of the Science Division, Senior Vice President for an annual base salary of $375,000. Mr. Erickson will be eligible to receive (i) an annual discretionary bonus from time to time, subject to approval of the board of directors or the compensation committee, and (ii) grants of other equity awards that may be granted from time to time. Mr. Erickson will also be entitled to participate in all group employment benefits that we offer from time to time, subject to the terms and conditions of such benefit plans, including any eligibility requirements. Mr. Erickson’s employment under the New Erickson Employment Agreement is at will, meaning we or Mr. Erickson may terminate the employment relationship at any time, with or without cause, upon written notice to the other party. Upon a termination of employment by us without “cause” or by Mr. Erickson with “good reason”, subject to Mr. Erickson’s execution, delivery, and non-revocation of a general release of claims against the Company, he will be eligible to receive (i) cash severance equal to 12 months base salary, less applicable withholdings and deductions, over the 12-month period following the date of termination, (ii) any earned annual bonus for the fiscal year of termination, and (iii) reimbursement for COBRA premiums paid by Mr. Erickson and his dependents for the 12-month period following the date of termination. The New Erickson Employment Agreement also includes other customary terms, including an indefinite confidentiality obligation, a non-competition covenant during employment and for 12 months post-termination, a non-solicitation covenant with respect to Company personnel and business partners during employment and for 12 months post-termination, assignment of intellectual property, and indefinite non-disparagement obligations.

Peter J. Conley

On May 13, 2022, we entered into an employment agreement with Peter J. Conley reflecting his appointment as our Chief Financial Officer and Senior Vice President, Intellectual Property (the “Conley Employment Agreement”). Mr. Conley was entitled to an annual salary of $400,000. Mr. Conley was also entitled to bonuses from time to time as determined by our Board or our compensation committee in their sole discretion. Mr. Conley was eligible to participate in all our employee benefit plans, policies and arrangements that are applicable to other executive officers, as such plans, policies and arrangements may exist or change from time to time at our discretion. We also reimbursed Mr. Conley for reasonable travel, entertainment and other expenses he incurred in the furtherance of his duties under the Conley Employment Agreement. The Conley Employment Agreement was at will, meaning either we or Mr. Conley may terminate the employment relationship at any time, with or without cause, upon written notice to the other party. The Conley Employment Agreement provided for severance pay equal to 12 months of then-in-effect base salary if Mr. Conley is terminated without “cause” or voluntarily terminates his employment for “good reason,” as defined in the Conley Employment Agreement.

On June 5, 2025, we entered into an amendment (the “Conley Amendment”) to the Conley Employment Agreement. The Conley Amendment provided that the Conley Employment Agreement will terminate automatically upon the consummation of the transactions contemplated by the Purchase Agreement.

In connection with the consummation of the transactions contemplated by the Purchase Agreement, on August 6, 2025, pursuant to Conley Employment Agreement, as amended by the Conley Amendment, in exchange for Mr. Conley’s execution and delivery of a Separation and General Release Agreement in favor of the Company, we provided severance to Mr. Conley in an amount equal to 12 months of his annual base salary of $400,000, less applicable withholdings and deductions in exchange for a general release of claims against the Company and other customary covenants, including, among others, confidentiality, non-disparagement and cooperation provisions. Mr. Conley’s equity awards will be treated in accordance with the existing terms and conditions of each applicable award agreement.

Outstanding Equity Awards at Fiscal Year-End

The following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock previously awarded to the executive officers named above at the fiscal year ended September 30, 2025. Other than the awards described below, none of our named executive officers held unexercised options or unvested shares of restricted stock as of September 30, 2025.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and our financial performance for each of the last two completed fiscal years ended September 30, 2025 and 2024. The table below presents information on the compensation of our Chief Executive Officer and our other named executive officers (“NEOs”), in comparison to certain performance metrics for 2025, 2024 and 2023. We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K.

The table below summarizes the total compensation, compensation actually paid, and other metrics used to evaluate the NEOs’ compensation in relation to our performance.

(a) The amounts in these two columns represent the total compensation of our Chief Executive Officer (“CEO,” our principal executive officer) for the fiscal years ended September 30, 2025, 2024 and 2023, as reported in the Summary Compensation Table included herein. Effective August 6, 2025, Mr. Kidd was appointed as our current CEO at an annual base salary of $1 and is therefore reflected as our CEO for fiscal year 2025 in the table above. Mr. Erickson served as our CEO from January 23, 2023 until August 6, 2025 and is therefore reflected as our Former CEO for fiscal year 2025 and our CEO for fiscal years 2024 and 2023 in the table above.

(b) The amounts in these two columns represent the total compensationactually paid to the CEO or former CEO, as applicable, for the fiscal years indicated, as calculated in accordance with Item 402(v) of Regulation S-K. These amounts reflect adjustments to the total compensation reported in the corresponding columns of footnote (a) to account for changes in the fair value of equity awards and other items, as set forth in the “Adjustments” table below. We did not pay any compensation to Mr. Kidd, our current CEO, during the fiscal year ended September 30, 2025.

(c) The amounts in this column represent the average total compensation of our NEOs other than the CEO (the “Non-CEO NEOs”), Mr. Conley, Ms. Payne, and Mr. Chapman, for the fiscal years indicated, as reported in the Summary Compensation Table included herein. For fiscal year 2025, Ms. Payne and Mr. Chapman began serving in their respective roles effective August 6, 2025 at which time Mr. Conley resigned from his role with the Company.

(d) The amounts in this column represent the average total compensationactually paid to the Non-CEO NEOs for the fiscal years indicated, adjusting the total compensation from column (d) by the amounts in the “Adjustments” table below.

(e) The amounts in this column represent our net income (loss) for the indicated fiscal years, as reported in our Annual Report on Form 10-K filed with the SEC.

(f) The amounts in this column represent the cumulative total shareholder return of a fixed investment of $100 made at the closing price of our common stock at September 30, 2023 for the measurement period beginning on such date and continuing through and including the end of the applicable fiscal year reflected in the table. Because the covered years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

The table below represents the amount of compensation actually paid to the CEO, the Former CEO and to the Non-CEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual compensation earned or paid during the applicable fiscal year. We did not pay any compensation to Mr. Kidd, our current CEO, during the fiscal year ended September 30, 2025. Mr. Erickson served as our CEO from January 23, 2023 until August 6, 2025 and is therefore reflected as our Former CEO for fiscal year 2025 and our CEO for fiscal years 2024 and 2023 in the table below. Ms. Payne and Mr. Chapman began serving in their respective roles effective August 6, 2025, at which time Mr. Conley resigned from his role with the Company.

Adjustments from Total Compensation to Compensation Actually Paid

The amounts reported in the “Compensation Actually Paid to CEO”, “Compensation Actually Paid to Former CEO”, and “Compensation Actually Paid to Non-CEO NEOs” columns do not reflect the actual compensation paid to or realized by our CEO, Former CEO or our Non-CEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of Mr. Erickson, our CEO for fiscal year 2025 and Former CEO for fiscal years 2024 and 2023, and our Non-CEO NEOs for each applicable fiscal year and the Outstanding Equity Awards at September 30, 2025 table for the value realized by our Former CEO, Mr. Erickson, upon the vesting of stock awards during the fiscal year ended September 30, 2025.

The table above summarizes the adjustments made to the total compensation as reported in the Summary Compensation Table to determine the total actual compensation paid to our CEO, Former CEO and Non-CEO NEOs for the years indicated as reported in the table above.

Analysis of the Information Presented in the Pay Versus Performance

A portion of our NEOs’ compensation consists of equity awards. As a result, the change between the values disclosed in our Summary Compensation Table and compensation actually paid tends to be directionally aligned with changes in our total shareholder return.

We have experienced net losses since inception. Consequently, we have not historically focused on net income (loss) as a performance measure for our executive compensation programs. In the fiscal years ended September 30, 2025, 2024, and 2023, respectively, we reported net losses of $22,123,000, $16,582,000, and $15,289,000.

Since the beginning of the fiscal year ended September 30, 2023, the compensation awarded to Mr. Erickson, our Former CEO, increased from $544,968 in the fiscal year ended September 30, 2023 to $758,125 in the fiscal year ended September 30, 2024 and to $1,167,048 for the fiscal year ended September 30, 2025. We did not award any compensation to Mr. Kidd, our current CEO, during the fiscal year ended September 30, 2025.

The compensation awarded to our Non-CEO NEOs increased from $319,792 in the fiscal year ended September 30, 2023 to $496,877 in the fiscal year ended September 30, 2024 and to $804,451 for the fiscal year ended September 30, 2025. Ms. Payne and Mr. Chapman began serving in their respective roles effective August 6, 2025 at which time Mr. Conley resigned from his role with the Company.

On December 15, 2025, the Company and Mr. Chapman mutually agreed that Mr. Chapman would depart from his position as Chief Operating Officer, effective immediately. The departure was not the result of any disagreement with the Company on any matter related to the Company's operations, policies or practices.

Policies and Practices for Granting Certain Equity Awards

We do not have any formal policy that requires us to grant, or avoid granting, stock options at particular times. Consistent with our annual compensation cycle, if options are to be granted, the Compensation Committee generally seeks to grant annual stock option awards after its Annual Report on Form 10-K has been filed. The timing of any stock option grants in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date). As a result, in all cases, the timing of grants of stock options occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Except as noted below, no stock options were issued to executive officers in the fiscal year ended September 30, 2025 during any period beginning four business days before the filing of a periodic or current report disclosing material non-public information and ending one business day after such filing. On August 6, 2025, we granted stock options to certain executive officers; on August 7, 2025, we filed a Current Report on Form 8-K. Accordingly, the August 6, 2025 grants occurred during a period beginning four business days before the filing of a Current Report on Form 8-K and ending one business day after such filing.

The table below provides the information required by Item 402(x) of Regulation S-K regarding the stock option grants made to our non-CEO NEOs in connection with the release of material nonpublic information. The options were granted with an exercise price equal to the closing market price of our common stock on the date of grant. Each of the stock option grants has a 25% cliff vest on the one year anniversary of the grant date with the remaining awards vesting quarterly over three years after the initial cliff vesting.

The options granted on August 6, 2025 were repriced on October 7, 2025, reducing the exercise price from $2.45 to $1.10 per share.

Additional Narrative Disclosure

Subsequent Event** – October 2025 Option Repricing**

Subsequent to September 30, 2025, our Board approved a repricing of the stock options granted on August 6, 2025, at its meeting on October 7, 2025, reducing the exercise price from $2.45 to $1.10 per share. No other terms (such as vesting or expiration) were modified. The incremental compensation cost, if any, will be recognized prospectively in accordance with ASC 718. See Note 15 Subsequent Events to our consolidated financial statements.

Because the options of certain executive officers and directors were included in the repricing, the foregoing is also incorporated by reference into Item 13, “Certain Relationships and Related Transactions, and Director Independence.”

Retirement Benefits

We have not maintained, and do not currently maintain, a defined benefit pension plan, nonqualified deferred compensation plan or other retirement benefits.

We maintain a 401(k) plan and/or other health and welfare benefit plans in which our NEOs are eligible to participate, subject to applicable service requirements.

Potential Payments upon Termination or Change in Control

We do not have any potential payments upon termination or change in control with our Chairman and CEO, Robert Gregory Kidd, under the Kidd Employment Agreement.

Under the terms of the Payne Employment Agreement and the Chapman Employment Agreement, our CFO, Kitty Payne and COO, Kirk Chapman, are each entitled to a severance payment in the event of termination of their employment if not for Good Cause or upon Change in Control, as defined by the Employment Agreements. Assuming that the triggering event for such potential payments occurred on September 30, 2025, Ms. Payne and Mr. Chapman would each have been entitled to a severance payment of $320,000 (base salary of each executive as of such date) payable in equal installments over a 12 month period as salary continuation payments, plus an additional amount representing each executive’s annual unpaid discretionary bonus to be determined upon termination or change in control payable in a lump sum, and reimbursement of COBRA premiums paid for each executive and his or her dependent(s) over a 12 month period.

On December 15, 2025, the Company and Mr. Chapman mutually agreed that Mr. Chapman would depart from his position as Chief Operating Officer, effective immediately.

We have the following potential payments upon termination or change in control with our Former CEO, Senior Vice President, Ronald P. Erickson, under the New Erickson Employment Agreement:

Director Compensation

Our independent non-employee directors are primarily compensated with stock option grants and stock grants to attract and retain qualified candidates to serve on the Board, in addition to a $10,000 cash retainer in consideration of board services. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to our company as well as the skill-level required by our members of the Board.

The table below sets forth the compensation paid to our non-employee directors during the fiscal year ended September 30, 2025. Neither Robert Gregory Kidd nor Ronald P. Erickson received compensation for their services as directors. The compensation disclosed in the Summary Compensation Table above represents the total compensation for Mr. Kidd and Mr. Erickson.

Amended and Restated 2021 Equity Incentive Plan

On August 25, 2025, our Board of Directors approved, and on September 29, 2025, our stockholders adopted the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which became effective that same date. The Board originally approved the plan in 2021, and it has been amended periodically, most recently in 2025, to adjust the share reserve. The current amendment increases the total number of shares of our common stock authorized for issuance by 65,000,000 shares, resulting in a total plan share reserve of 115.3 million shares (the “Plan Share Reserve”). The Board determined the increase was necessary for us to attract and retain employees, directors, consultants and independent contractors and who will in the future serve USBC by offering them the opportunity to acquire or increase their proprietary interest in USBC and to align their interests with those of our stockholders. The Plan Share Reserve remains subject to automatic annual increases under the 2021 Plan’s evergreen provision (the “Evergreen Provision”).

The 2021 Plan supersedes our prior 2011 Stock Incentive Plan, and shares that were available or later forfeited under that plan may again become available under the 2021 Plan. All shares available under the 2021 Plan, including future evergreen increases, are eligible for issuance as incentive stock options under Section 422 of the Internal Revenue Code.

The 2021 Plan authorizes the Board or Compensation Committee to approve repricings, or exchanges of stock options and stock appreciation rights (“SARs”) to maintain the incentive value of outstanding awards. Shares subject to repriced or exchanged awards do not count against the Plan Share Reserve. The Board believes this flexibility to implement repricings or exchanges from time to time is in the best interests of USBC, as it provides incentives to retain and motivate eligible participants without incurring the stock dilution that would result from significant additional equity grants or additional cash expenditures that would result from additional cash compensation. Additionally, the Board continues to believe in value creation rather than value transfer and views option repricings as consistent with its approach of orienting long-term incentives toward stock options as the primary tool to minimize incremental dilution for stockholders, facilitate employee and director retention as USBC pursues its business strategy, to maintain the retention value of eligible awards, and provide eligible participants with a more realistic incentive to drive stockholder value creation, thereby supporting USBC’s continued focus on stock price recovery and growth.

The 2021 Plan also amended the Evergreen Provision to permit an annual increase of up to 15 million shares available for issuance under the 2021 Plan (or 4% of outstanding shares, if smaller) on the first day of each calendar year through January 1, 2030. The Board believes the Evergreen Provision is in the best interest of USBC and supports its continued focus on growth by providing a predictable amount of shares that could be used for retaining and motivating employees, key talent and senior leadership, without the need to obtain costly shareholder approvals for incremental increases in the number of shares authorized under the 2021 Plan.

Except for these amendments, all other material terms of the 2021 Plan remained unchanged.

Key Terms and Administration

The 2021 Plan is administered by the Compensation Committee of our Board (the “Plan Administrator”), which has discretion to select participants, determine award terms, and interpret the plan. All employees, directors, consultants, and independent contractors of USBC and its related companies are eligible to participate; as of September 30, 2025, approximately 85 individuals, including four directors, were eligible to participate in the 2021 Plan.

Authorized awards include stock options, SARs, restricted stock, restricted stock units, and other stock- or cash-based awards. Options and SARs must have exercise prices at least equal to fair market value on the grant date (110% for incentive options to 10% stockholders) and generally expire within 10 years. Vesting schedules and other terms are set by the Plan Administrator. Canceled, forfeited, or cash-settled awards again become available for grant.

Other Material Provisions

The full text of the 2021 Plan is filed as Exhibit 4.1 to this Annual Report on Form 10-K.