DeFi Capital Markets, Inc. seeks to register for resale by SJC Lending LLC up to 2,650,000 shares of common stock issuable upon conversion of convertible notes. The amount includes shares for principal and accrued but unpaid interest, based on a $1.00 per-share Floor Price. The company will not receive proceeds from SJC’s resale. Conversion pricing is the greater of the Floor Price or 80% of the lowest common-stock VWAP during the five trading days before conversion, capped at $10.00 per share.
Under the October 9, 2026 amended agreement, SJC agreed to purchase notes with principal of up to $2,650,000 for a total purchase price of up to $2,500,000 through three tranches. The first two closed: $1,060,000 principal for $1,000,000 and $530,000 principal for $500,000. The final $1,060,000-principal tranche, for $1,000,000, is required within 30 days after SEC effectiveness, subject to stockholder approval and subsequently NYSE American approval. Notes accrue interest at 8% per annum, or 20% upon an event of default, and mature on the first anniversary of issuance. Issuance may not cause aggregate common shares to exceed 19.99% of shares outstanding as of issuance unless stockholders approve.
Universal Safety Products, Inc. (UUU), identified in the proxy as DeFi Capital Markets, Inc., asks stockholders to vote at a virtual annual meeting on November 18, 2026. Ballot items include two Class I director elections, auditor ratification, authorization of 25,000,000 preferred shares and 25,000,000 Class B common shares, approval of additional common shares upon conversion of notes issued or issuable to SJC Lending, LLC, and an adjournment proposal. The Board recommends voting for each proposal.
If approved, preferred-stock rights would be set by the Board; proposed Class B shares would carry 25 votes apiece versus one vote for Class A shares, and the company says it has no current plan to issue them. Full Class B issuance could account for 55.6% of votes, assuming all Class A shares were issued and outstanding. The note proposal covers up to $2.65 million principal for up to $2.5 million cash and seeks approval for 2,650,000 conversion shares at the $1.00 floor price, plus shares for accrued unpaid interest. SJC’s 4.99% ownership cap may rise to 9.99%, effective 61 days after notice.
Universal Safety Products, Inc. filed articles of amendment to change its name to DeFi Capital Markets, Inc., effective at 12:01 a.m. Eastern on October 19, 2026. The board approved the change, and no stockholder action was required.
Universal Safety Products, Inc. (UUU), which says it plans to change its name to DeFi Capital Markets, Inc. before the definitive proxy, seeks votes on six matters: two Class I directors, auditor ratification, two charter amendments, note-conversion share issuance, and possible adjournment. The Board recommends voting “FOR” each proposal.
One amendment would authorize 25,000,000 blank-check preferred shares, with series rights set by the Board; another would authorize 25,000,000 Class B shares carrying 25 votes each versus one per Class A share. Both require stockholder approval and filing, and the Board may abandon either before effectiveness. The Company says it has no current Class B issuance plan.
Stockholders are also asked to approve issuance to SJC Lending, LLC of 2,650,000 common shares assuming conversion at the $1.00 Floor Price, plus shares for accrued but unpaid interest. The notes have aggregate principal of up to $2.65 million and a purchase price of up to $2.5 million in cash. The conversion price is the greater of $1.00 or 80% of the lowest VWAP over the five trading days before conversion, capped at $10.00. Approval is sought for issuance beyond 19.99% of shares outstanding on June 12, 2026.
Universal Safety Products, Inc. (UUU) amended and restated its securities purchase agreement with SJC Lending LLC, agreeing to sell convertible notes with aggregate principal of up to $2,650,000 for a purchase price of up to $2.5 million. The first two closings issued notes with $1,060,000 and $530,000 principal, for purchase prices of $1,000,000 and $500,000, respectively.
The final note has $1,060,000 principal and a $1,000,000 purchase price; SJC must buy it within 30 days after the SEC declares effective a resale registration statement covering conversion shares. By the three-month anniversary of that closing, SJC may invest another $2,650,000 in note principal for $2.5 million cash. If exercised, the additional investment right renews on the same terms until SJC has purchased an aggregate $10,600,000 of notes or elects not to exercise.
Notes mature one year after issuance and accrue 8% annual interest, or 20% upon default. After NYSE American approves the Supplemental Listing Application, conversion uses the greater of $1.00 or 80% of the lowest VWAP during the prior five trading days, capped at $10.00 per share. Issuance above 19.99% of shares outstanding on June 12, 2026 requires stockholder approval; UUU is seeking new approval for the amended terms.
Universal Safety Products, Inc. (UUU) announced it will change its name to DeFi Capital Markets, Inc., effective October 19, 2026, and expects its common stock to begin trading as DCM on NYSE American that day. Existing stockholders need take no action for the ticker change, and the common stock CUSIP will remain unchanged. The board approved changing the fiscal year-end from March 31 to December 31; the next fiscal year ends December 31, 2026, and a transition Form 10-K will cover April 1 through December 31, 2026.
Through its wholly owned subsidiary Universal DeFi LLC, the company says it has spent over a year building tokenization technology. Its invitation-only platform completed a first project tokenizing silver, and the subsidiary is making markets in three cryptocurrencies for its own proprietary account. The company plans to develop tokenization services, invest in digital and tokenized assets, and pursue proprietary quantitative trading and market making where legally permitted and economically attractive. It anticipates discontinuing its legacy safety-products business as these initiatives gain traction.
Universal Safety Products, Inc. (UUU) ownership disclosures report that director Milton C. Ault III beneficially owned 1,255,796 shares, approximately 40.8%. That amount includes 10,800 shares held directly, 50,000 shares underlying options, and 1,194,996 shares he may be deemed to beneficially own through related entities. Ault Lending, LLC beneficially owned 1,166,096 shares, or 38.5%; Hyperscale Data, Inc. and Ault Capital Group, Inc. each may be deemed to beneficially own 1,188,796 shares, or 39.3%.
The ownership percentages use 3,028,463 shares outstanding as of August 14, 2026; the calculations for Ault and director Henry C. Nisser also include their respective options that are currently exercisable or become exercisable within 60 days. Ault and Nisser were each awarded director options with a $3.40 per-share strike price, expiring August 26, 2035.
Universal Safety Products, Inc. (UUU) reported that Ault Lending, LLC purchased 18,000 common shares on September 30, 2026. Ault Lending, a wholly owned subsidiary of Hyperscale Data, Inc., held 1,166,096 shares after the purchase. Milton C. Ault III, a director and 10% owner of Universal Safety Products, is deemed to have voting and investment power over Ault Lending’s securities. No Rule 10b5-1 plan was reported. The reported price figure is not usable as a per-share price.