UUU approves incentive plan, 713(a) share issuance; vote resumes

Rhea-AI Filing Summary

Universal Safety Products (UUU) reported results from a special stockholder meeting. Holders approved the 2025 Equity Incentive Plan, equity issuances to directors and executive officers, and—solely for NYSE American Rule 713(a) compliance—the potential issuance of additional common shares underlying a previously issued convertible note tied to an August 13, 2025 securities purchase agreement. Stockholders also approved the ability to adjourn the meeting.

Proposals to increase authorized shares, create blank check preferred stock, establish Class B common stock, and modify voting rights were not brought to a vote due to insufficient support based on proxies received. The meeting was adjourned and will reconvene at 12:00 p.m. ET on November 14, 2025. Stockholders of record as of September 17, 2025—when 2,312,887 shares were outstanding and entitled to vote—may participate via the specified meeting portal.

Insights

Corporate governance analyst

Routine approvals; capital-structure items deferred to Nov 14.

The company gained stockholder approval for its 2025 Equity Incentive Plan and for equity issuances to insiders. It also obtained approval needed under NYSE American Rule 713(a) to issue additional common shares underlying an existing convertible note from a August 13, 2025 agreement.

Proposals for authorized share increases, blank check preferred, Class B common, and voting rights changes were not opened because proxies indicated insufficient support. These items will be revisited when the meeting reconvenes on November 14, 2025.

These outcomes are administrative and governance in nature. Actual impact on capitalization depends on future board actions and holder elections under approved items; the deferred proposals’ fate will be determined when the meeting resumes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2025

UNIVERSAL SAFETY PRODUCTS, INC. 

(Exact name of registrant as specified in its charter)

Maryland	001-31747	52-0898545
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

11407 Cronhill Drive, Suite A, Owings Mills, Maryland 21117

(Address of principal executive offices) (Zip Code)

(410) 363-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol (s)		Name of each exchange on which registered
Common Stock, $0.01 par value		UUU		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                          

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 20, 2025, Universal Safety Products, Inc., a Maryland corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of September 17, 2025, the record date for the Special Meeting, the Company had outstanding and entitled to vote 2,312,887 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which constitutes all of the outstanding voting capital stock of the Company.

At the Special Meeting, the stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 17, 2025. At the Special Meeting, stockholders approved proposals 5 6, 7 and 8, each of which were presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.

Proposal Five: The approval of the Company’s 2025 Equity Incentive Plan.

For				Against				Abstain				Broker Non-Votes
	931,883				58,273				2,839				504,550

Proposal Six: The approval of equity issuances to the Company’s directors and executive officers.

For				Against				Abstain				Broker Non-Votes
	861,029				107,310				24,656				504,550

Proposal Seven: The approval, for purposes of complying with Rule 713(a) of the NYSE American, the issuance by the Company of additional shares of Common Stock underlying the Company’s convertible note issued pursuant to the securities purchase agreement dated August 13, 2025.

For				Against				Abstain				Broker Non-Votes
	953,153				32,616				7,226				504,550

Proposal Eight: The approval of the adjournment of the Special Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve other proposals before the Special Meeting.

For				Against				Abstain				Broker Non-Votes
	1,294,006				194,077				9,462				0

Based on the proxies and ballots received prior to the opening of the Special Meeting, there were not sufficient votes to approve the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal or the Voting Rights Proposal (as each is defined and described in the Proxy Statement). Accordingly, the Chairman of the Special Meeting only called for a vote on the above listed proposals, with the last proposal considered a vote on proposal 8, to authorize the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal and the Voting Rights Proposal.

The Chairman then adjourned the Special Meeting without opening the polls on the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal or the Voting Rights Proposal, which were scheduled to be submitted to a vote of the Company’s stockholders at the Special Meeting, to allow additional time for voting (the “Adjourned Special Meeting”).

The Adjourned Special Meeting will reconvene at 12:00 p.m. Eastern Time on Friday, November 14, 2025. The Company’s stockholders of record as of the close of business on the original record date for the Special Meeting, September 17, 2025, can attend the reconvened Adjourned Special Meeting by visiting meetnow.global/MKMHAK9. Stockholders who have previously submitted their proxy or otherwise voted and who do not wish to change their vote do not need to take any action.  During the period of adjournment, the Company will continue to accept stockholder votes on the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal and the Voting Rights Proposal.

This Current Report may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders for the Special Meeting. Before making any voting decision, the Company strongly encourages all of its shareholders to read the Proxy Statement (including any amendments or supplements thereto) and other proxy materials relating to the Special Meeting, including this Current Report, which are available free of charge on the SEC’s website at www.sec.gov.

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

Where You Can Find Additional Information

Investors and security holders will be able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s website for further information on its public reference room.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNIVERSAL SAFETY PRODUCTS, INC.
Dated: October 20, 2025	/s/ Harvey B. Grossblatt
	Harvey B. Grossblatt
	President and Chief Executive Officer

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FAQ

What did UUU stockholders approve at the special meeting?

They approved the 2025 Equity Incentive Plan, equity issuances to directors and executive officers, and issuance approval for additional shares under NYSE American Rule 713(a) tied to a convertible note.

Which UUU proposals were not voted on and why?

Authorized Share Increase, Blank Check Preferred, Class B Common, and Voting Rights proposals were not opened due to insufficient support from proxies received.

When will UUU reconvene the adjourned special meeting?

The meeting will reconvene at 12:00 p.m. Eastern Time on November 14, 2025.

Who is eligible to vote when UUU reconvenes the meeting?

Stockholders of record as of September 17, 2025 remain eligible.

How many UUU shares were outstanding and entitled to vote as of the record date?

2,312,887 shares of common stock were outstanding and entitled to vote as of September 17, 2025.

What is the meeting access method for UUU’s adjourned session?

Stockholders can attend via the portal at meetnow.global/MKMHAK9.

What does the Rule 713(a) approval allow UUU to do?

It permits issuance of additional common shares underlying a convertible note, in compliance with NYSE American rules.