Universal Safety Products (UUU) fully converts convertible note into common shares

Rhea-AI Filing Summary

Universal Safety Products, Inc. disclosed that a previously issued convertible note has been fully converted into common stock. On March 11, 2026, the company issued 125,000 shares of common stock in exchange for $470,720 of principal and accrued interest. On May 15, 2026, it issued a further 185,575 shares upon conversion of $886,872.70 of principal and accrued interest. Following these issuances, the convertible note is no longer outstanding, and the company had 3,028,362 shares of common stock outstanding as of May 15, 2026. The shares were issued in a private transaction relying on the Section 4(a)(2) exemption from Securities Act registration.

Insights

Capital structure analyst

Universal Safety converts a note into equity, modestly increasing shares outstanding.

Universal Safety Products, Inc. converted a convertible note into common stock in two steps, issuing 125,000 shares for $470,720 of principal and interest and 185,575 shares for $886,872.70. The note is now fully converted and no longer outstanding.

This shifts value from a debt-like instrument into equity, modestly increasing the share count to 3,028,362 shares as of May 15, 2026. The transactions used a Section 4(a)(2) exemption, indicating they were privately negotiated rather than a public offering.

The overall impact depends on how the additional shares compare with the public float and how former noteholders treat their new equity. Subsequent filings may show any further changes in ownership concentration or additional capital structure moves.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

First conversion amount: $470,720 principal and interest First conversion shares: 125,000 shares Second conversion amount: $886,872.70 principal and interest +2 more

5 metrics

First conversion amount $470,720 principal and interest Converted into shares on March 11, 2026

First conversion shares 125,000 shares Common stock issued March 11, 2026

Second conversion amount $886,872.70 principal and interest Converted into shares on May 15, 2026

Second conversion shares 185,575 shares Common stock issued May 15, 2026

Shares outstanding 3,028,362 shares Common stock outstanding as of May 15, 2026

Key Terms

convertible note, Section 4(a)(2), Emerging growth company, Inline XBRL, +1 more

5 terms

convertible note financial

"upon conversion of $470,720 of principal and accrued interest under a convertible note issued on September 25, 2025"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

Section 4(a)(2) regulatory

"offered and sold in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Emerging growth company regulatory

"Emerging growth company On March 11, 2026, Universal Safety Products, Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Common Stock, $0.01 par value financial

"Common Stock, $0.01 par value | | UUU | | NYSE American"

Understanding 8-K Material Events →

false 0000102109 0000102109 2026-05-19 2026-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  May 19, 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 3.02 Unregistered Sales of Equity Securities.

On March 11, 2026, Universal Safety Products, Inc. (the “Company”) issued 125,000 shares of its common stock, par value $0.01 per share (the “Common Stock”) upon conversion of $470,720 of principal and accrued interest under a convertible note issued on September 25, 2025 (the “Convertible Note”). On May 15, 2026, the Company issued 185,575 shares of Common Stock upon conversion of $886,872.70 of principal and accrued interest under the Convertible Note. The Convertible Note has been fully converted and is no longer outstanding. The shares of Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

As of May 15, 2026, after the issuances described above, the Company had 3,028,362 shares of Common Stock outstanding.

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).

2

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: May 19, 2026	/s/ Harvey B. Grossblatt
	Harvey B. Grossblatt
	President and Chief Executive Officer

3

FAQ

What capital structure change did Universal Safety Products (UUU) disclose in this 8-K?

Universal Safety Products converted a previously issued convertible note entirely into common stock. The company issued new shares in two tranches and reported that the note is now fully converted and no longer outstanding, changing the mix between its debt-like obligations and equity.

How many Universal Safety Products (UUU) shares were issued upon note conversion?

The company issued 125,000 common shares on March 11, 2026 and 185,575 common shares on May 15, 2026. These issuances were made upon conversion of principal and accrued interest under a convertible note originally issued on September 25, 2025.

What dollar amounts of Universal Safety Products’ convertible note were converted into stock?

Universal Safety Products converted $470,720 of principal and accrued interest into shares on March 11, 2026. It then converted an additional $886,872.70 of principal and accrued interest on May 15, 2026, after which the convertible note was fully converted and no longer outstanding.

How many Universal Safety Products (UUU) shares were outstanding after the conversions?

After completing the two conversion transactions, Universal Safety Products reported 3,028,362 shares of common stock outstanding as of May 15, 2026. This figure reflects the additional shares issued in exchange for the principal and accrued interest under the convertible note.

Under what exemption were Universal Safety Products’ new shares issued?

The new common shares were offered and sold in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933. This exemption applies to certain private offerings and meant the company did not register these specific issuances with the SEC as a public offering.

When was the original Universal Safety Products convertible note issued?

The convertible note that was later converted into common stock was originally issued on September 25, 2025. By May 15, 2026, all principal and accrued interest under this note had been converted into shares, and the note was no longer outstanding.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB