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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 9, 2026
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 1.01 | Entry into a Material Definitive Agreement. |
On October 9,
2026, Universal Safety Products, Inc., a Maryland corporation (the “Company”) entered into an amended and restated
Securities Purchase Agreement (the “A&R Agreement”) with SJC Lending LLC, a Delaware limited liability company
(“SJC”). The A&R Agreement amends and restates the Securities Purchase Agreement between the Company and SJC (the
“Original Agreement”) that was entered into on June 12, 2026 (the “Initial Closing Date”).
Pursuant to the A&R Agreement, the Company agreed to sell to SJC convertible promissory notes in the aggregate principal amount
of up to $2,650,000 (the “Convertible Notes”) for a total purchase price of up to $2.5 million dollars (the “Loan”).
The consummation of the transactions contemplated
by the A&R Agreement, specifically the conversion of the Convertible Notes in an aggregate number in excess of 19.99% of the number
of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) on the Initial Closing
Date, are subject to various customary closing conditions as well as regulatory and Stockholder Approval (as hereinafter defined).
The material terms of the A&R Agreement and
the Convertible Notes are summarized below.
Description of the A&R
Agreement
The A&R
Agreement provides that the Loan shall be conducted through three (3) separate tranche closings, provided, however, that SJC has
the ability, exercisable in its sole discretion, to purchase any principal face amount of Convertible Notes prior to the dates of the
tranche closings provided for in the A&R Agreement. Pursuant to the A&R Agreement, the initial tranche closing, which occurred
on the Initial Closing Date, consisted of the issuance of a Convertible Note to SJC in the principal face amount of $1,060,000, for a
purchase price of One Million Dollars ($1,000,000) and the second tranche closing, which occurred on July 29, 2026, consisted of
the issuance of a Convertible Note to SJC in the principal face amount of $530,000, for a purchase price of Five Hundred Thousand Dollars
($500,000).
Pursuant to the
A&R Agreement, within thirty (30) days after the SEC declares a registration statement registering for resale under the Securities
Act of 1933, as amended (the “Securities Act”) the shares of Comon Stock issuable upon conversion of the Convertible
Notes, SJC shall be required to complete the third and final tranche by purchasing a Convertible Note in the principal face amount of
$1,060,000, for a purchase price of One Million Dollars ($1,000,000) (the “Final Closing”).
Pursuant to the
A&R Agreement, at any time on or prior to the three month anniversary of the Final Closing, SJC shall have the right to purchase
an additional $2,650,000 of convertible promissory notes from the Company for $2.5 million in cash, on the same terms and conditions as
contained in the A&R Agreement and the other transaction documents (the “Additional Investment Right”). If SJC
exercises its Additional Investment Right granted under the A&R Agreement, the new documents shall also contain an additional investment
right on the same terms and conditions as contained in the A&R Agreement, until the earlier of (i) such time as SJC has purchased
an aggregate of $10,600,000 of convertible promissory notes issued by the Company or (ii) SJC elects not to exercise its Additional
Investment Right.
Additionally, commencing on the Initial Closing
Date and continuing until the earlier of (i) such date when the Convertible Notes are no longer outstanding or (ii) one (1) year
thereafter, the Company shall be prohibited from entering into a variable rate transaction.
From the Initial Closing Date and continuing until
the date that is one (1) year therefrom, SJC shall have a right of first refusal with respect to any investment proposed to be made
by any individual or entity for each and every future public or private equity offering, including a debt instrument convertible into
equity of the Company during such period.
The A&R
Agreement contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions
and closing conditions. The representations, warranties and covenants contained in the A&R Agreement were made only for purposes of
such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties.
Description of Convertible Notes
The
first Convertible Note, which was issued to SJC on the Initial Closing Date, has a principal face amount of $1,060,000 and was issued
with an original issue discount of six percent (6%). The second Convertible Note, which was issued to SJC on July 29, 2026, has a
principal face amount of $530,000 and was issued with an original issue discount of six percent (6%). The third and final Convertible
Note will be issued as described above under “Description of the A&R Agreement”. The Convertible Notes accrue interest
at the rate of 8% per annum, unless an event of default (as defined in the Convertible Notes) occurs, at which time the Convertible Notes
would accrue interest at 20% per annum. The Convertible Notes will mature on the first anniversary of issuance. The Convertible Notes
are convertible into shares (the “Conversion Shares”) of the Company’s Common Stock at any time after NYSE American
approval of the Supplemental Listing Application (the “SLAP”) at a conversion price (the “Conversion Price”)
equal to the greater of (i) $1.00 (the “Floor Price”), which Floor Price shall not be adjusted for stock dividends,
stock splits, stock combinations and other similar transactions and (ii) 80% of the lowest VWAP (as defined in the Convertible
Notes) of the Common Stock during the five (5) trading days immediately prior to the date of conversion into shares of Common Stock,
but not greater than $10.00 per share.
The Company may not issue
Conversion Shares to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding 19.99% of the total
shares of Common Stock issued and outstanding as of the Initial Closing Date, in accordance with the rules and regulations of the
NYSE American (the “Exchange”) unless the Company first obtains stockholder approval (the “Stockholder Approval”).
Although the Company obtained stockholder approval related to Convertible Notes issued or issuable pursuant to the Original Agreement
at a special stockholder meeting held on July 31, 2026, since the Company and SJC entered into the A&R Agreement subsequent to
the stockholder approval, the Company agreed are seeking a new Stockholder Approval of the terms of the A&R Agreement.
The Convertible Notes
contain standard and customary events of default including, but not limited to, failure to pay amounts due under the Convertible Notes
when required, failure to deliver Conversion Shares when required, default in covenants and bankruptcy events.
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Conversion Shares, nor shall there be
any offer, solicitation or sale of the Conversion Shares in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state.
The foregoing descriptions
of the A&R Agreement, the Convertibles Notes and the transactions contemplated thereby do not purport to be complete and are qualified
in their entirety by reference to the A&R Agreement filed as Exhibit 10.1 and the form of Convertible Note filed as Exhibit 4.1
hereto and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The disclosure
required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The Note described in this Current Report on Form 8-K
was offered and issued to SJC in reliance upon exemption from the registration requirements under Section 4(a)(2) under the
Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Convertible Note. |
| |
|
|
| 10.1* |
|
Amended and Restated Securities Purchase Agreement, dated October 9, 2026, by and between Universal Safety Products, Inc. and SJC Lending LLC. |
| |
|
|
| 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). |
* The annexes, schedules, and certain exhibits
to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally
a copy of any omitted annex, schedule or exhibit to the SEC upon request.
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 9, 2026 |
/s/ Harvey B. Grossblatt
|
| |
Harvey B. Grossblatt |
| |
President and Chief Executive Officer |
