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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): December 16, 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 until November 14, 2025 and further adjourned until December
16, 2205 (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.
The
Adjourned Meeting reconvened at 12:00 p.m. Eastern Time on December 16, 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 (the “Common Stock”), which constitutes all of the outstanding voting
capital stock of the Company.
At the Adjourned 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 Adjourned Meeting, stockholders rejected proposals 1, 2, 3 and
4, 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
One: The approval of an amendment to the Company’s Articles of Incorporation (the “Articles”)
to increase the authorized shares of Common Stock from 20,000,000 to 220,000,000.
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
| 1,310,421 |
|
187,354 |
|
11,306 |
|
0 |
|
Proposal
Two: The approval of an amendment of the Articles to authorize 25,000,000 shares of preferred stock and to permit the issuance
of those 25,000,000 shares of preferred stock with rights and preferences to be determined by the Company’s Board of Directors from
time to time.
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
| 968,165 |
|
104,427 |
|
6,545 |
|
429,944 |
|
Proposal
Three: The approval of an amendment of the Articles to authorize 20,000,000 shares of class B common stock.
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
| 972,004 |
|
100,763 |
|
6,370 |
|
429,944 |
|
Proposal
Four: The approval of an amendment of the Articles to eliminate super-majority voting requirements.
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
| 1,020,008 |
|
52,844 |
|
6,285 |
|
429,944 |
|
| 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: December 16, 2025 |
/s/ Harvey B. Grossblatt |
| |
Harvey B. Grossblatt |
| |
President and Chief Executive Officer |
