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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 1, 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 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 5.02 below
is incorporated in its entirety herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2025, Universal Safety Products, Inc.,
a Maryland corporation (the “Company”) entered into an employment agreement (the “Agreement”) with
Harvey B. Grossblatt, the Company’s President and Chief Executive Officer, to continue to serve as the Company’s President
and Chief Executive Officer through July 31, 2027.
Pursuant to the Agreement, Mr. Grossblatt
will be paid a base salary of $352,286 per annum (the “Base Salary”). Additionally, Mr. Grossblatt is entitled
to bonus compensation based upon milestone amounts of the Company’s receipt of gross proceeds from capital raises from the date
of the Agreement through July 31, 2027, with the first bonus equal to $2.5 million upon receipt of gross proceeds of at least $100
million, with additional bonuses of $1.0 million for each $100 million of gross proceeds between $200 million and $900 million, with a
final potential bonus of $500,000 upon gross proceeds of $1 billion, which would result in total bonus payments to Mr. Grossblatt
of $10 million. Mr. Grossblatt is also entitled to life, health and disability insurance benefits, medical reimbursement, automobile
allowance, and Company paid retirement plan contributions.
If the Agreement is terminated by Mr. Grossblatt
for good reason, Mr. Grossblatt is entitled to receive his compensation through any balance of the employment term plus a lump sum
payment equal to his last 12 months Base Salary, health benefits for three years, and an additional lump sum payment payable on each of
the first three anniversaries of the termination equal to the 401(k) plan contribution the Company would have made on behalf of the
Company had he remained employed by the Company.
If Mr. Grossblatt’s employment is terminated
following or in anticipation of a “change of control” of the Company, Mr. Grossblatt will be entitled to receive a lump
sum payment equal to his base salary for the balance of the Agreement’s term plus three times Mr. Grossblatt’s last 12
months Base Salary. In addition, Mr. Grossblatt is entitled to receive health benefits for three years, and an additional lump sum
payment payable on the anniversary of the termination equal to the 401(k) plan contribution the Company would have made on behalf
of the Company had he remained employed by the Company for three years. In the event of a change in control Mr. Grossblatt will receive
an amount equal to three times his Base Salary for the last 12 months, limited to 2.99 times Mr. Grossblatt’s average annual
taxable compensation from the Company which is included in his gross income for the five taxable years of the Company ending before the
date on which the change of control occurs.
If the Agreement is terminated by the Company
due to Mr. Grossblatt’s death, Mr. Grossblatt’s estate is entitled to receive a lump sum payment equal to his base
salary for the greater of the balance of the Agreement’s term or one year, reduced by any individual life insurance benefits the
premiums for which are paid for by the Company, plus the amount of the Company’s last 401(k) plan contribution made on behalf
of Mr. Grossblatt. In addition, Mr. Grossblatt’s estate is entitled to the health insurance and medical reimbursement
benefits for the longer of the balance of the term or three years following the date of death, or the cash equivalent thereof.
If the Agreement is terminated by the Company
due to Mr. Grossblatt’s disability, Mr. Grossblatt is entitled to the continuation of the payment of his base salary for
the balance of the term, reduced by any group or individual disability income insurance benefits the premiums for which are paid for by
the Company and Social Security disability benefits paid to Mr. Grossblatt. In addition, Mr. Grossblatt is entitled to the health
insurance and medical reimbursement benefits and a payment equal to the 401(k) plan contribution the Company would have made on behalf
of the Company had he remained employed by the Company, for the longer of the balance of the term or three years following the date of
disability, or the cash equivalent thereof.
The Agreement generally prohibits Mr. Grossblatt
from competing with the Company during the term and during any subsequent period during which he receives compensation from the Company.
The Employment Agreement includes a “clawback”
provision in which Mr. Grossblatt agrees that the Company can recoup any compensation or benefits provided to him that are required
by applicable law to be subject to recovery or recoupment.
The foregoing description
of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1
hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 10.1* |
|
Employment Agreement, dated October 1, 2025, by and between Universal Safety Products, Inc. and Harvey B. Grossblatt. |
| |
|
|
| 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). |
* Indicates
management contract or compensatory plan or arrangement.
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 2, 2025 |
/s/ Harvey B. Grossblatt
|
| |
Harvey B. Grossblatt |
| |
President and Chief Executive Officer |
