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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): November 14, 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. |
Universal Safety Products, Inc., a Maryland corporation
(the “Company”) held a special meeting of stockholders (the “Special Meeting”) on October 20, 2025,
which Special Meeting was adjourned (the “Adjourned Meeting”) to allow additional time for voting on Proposals 1-4
(the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal and the Voting Rights Proposal)
in the Company’s proxy materials. At the time of the Special Meeting, there were insufficient votes to pass Proposal 3 to authorize
the Series B Transaction.
The Adjourned Meeting reconvened at 12:00 p.m.
Eastern Time on November 14, 2025. As of September 17, 2025, the record date for the Adjourned Meeting, the Company had outstanding and
entitled to vote 2,312,887 shares of the Company’s common stock, par value $0.01 per share,
which constitutes all of the outstanding voting capital stock of the Company.
At the Adjourned Meeting, the stockholders voted
on Proposal 8, 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 Adjourned Meeting, stockholders approved Proposal 3. 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 Proposal 8 voted
upon by the Company’s stockholders at the Adjourned Meeting.
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 |
|
| 1,306,202 |
|
199,648 |
|
17,655 |
|
0 |
|
Based on the proxies and ballots received prior
to the opening of the Adjourned 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 Adjourned Meeting only called for a vote on proposal 8, to authorize the further adjournment of the Special
Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting, as adjourned, 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 Adjourned Meeting,
to allow additional time for voting (the “Further Adjourned Special Meeting”).
The Further Adjourned Special Meeting will reconvene
at 12:00 p.m. Eastern Time on Tuesday, December 16, 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 Further 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. |
| 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). |
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: November 14, 2025 |
/s/ Harvey B. Grossblatt |
| |
Harvey B. Grossblatt |
| |
President and Chief Executive Officer |
