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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): July 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) |
(Commission File Number) |
(IRS Employer
Identification No.) |
11407 Cronhill Drive, Suite A,
Owings Mills, Maryland 21117
(Address of Principal Executive Offices)
Registrant’s telephone
number, including area code:(410)
363-3000
N/A
(Former Name or Former
Address if Changed Since Last Report)
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 |
Name
of each exchange on which registered |
| Common Stock |
UUU |
NYSE American LLC |
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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
July 16, 2025, Universal Safety Products, Inc. (the “Company”) received a letter (the “Delinquency Notification”)
from NYSE Regulation stating that the Company is not in compliance with the continued listing standards of NYSE American LLC (the “Exchange”)
due to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended March 31, 2025 with the
Securities and Exchange Commission (the “SEC”). The Delinquency Notification also states that the Company’s failure
to timely file such Annual Report on Form 10-K subjects the Company to the procedures and requirements set forth in Section 1007
of the NYSE American Company Guide (the “Company Guide”). The receipt of the Delinquency Notification has no
immediate effect on the listing or trading of the Company’s common stock on the Exchange.
NYSE Regulation informed the
Company that, under Exchange rules, the Company has six months from the Form 10-K filing due date of July 15, 2025, to regain
compliance with the Exchange listing standards by filing the Form 10-K with the SEC. NYSE Regulation further noted that,
if the Company fails to file the Form 10-K within the six-month period, the Exchange may grant, at its sole discretion,
an extension of up to six additional months for the Company to regain compliance, depending on the Company’s specific circumstances.
The Delinquency Notification
also notes that the Exchange may nevertheless commence suspension and delisting proceedings at any time if it deems that the circumstances
warrant.
The Company currently expects
to file the Form 10-K within the six-month period granted by the Delinquency Notification; however, there can
be no assurance that the Form 10-K will be filed within such period.
On July 21, 2025, the
Company issued a press release announcing the Company’s receipt of the letter from the Exchange.
As previously reported, at
the Company’s Special Meeting of Shareholders reconvened on April 15, 2025, the shareholders of the Company approved an amendment
to the Company’s Articles of Incorporation changing the name of the Company from “Universal Security Instruments, Inc.”
to Universal Safety Products, Inc.”, as more fully described in the proxy statement distributed in connection with the Special
Meeting. On May 28, 2025, the Company filed Articles of Amendment to the Company’s Articles of Incorporation with the Maryland
State Department of Assessments and Taxation thereby effecting the name change.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
| | Exhibit No. | |
| 3.1 | Articles of Amendment filed May 28, 2025 |
| 99.1 | Press Release dated July 21, 2025 |
SIGNATURES
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 thereunto
duly authorized.
| UNIVERSAL SAFETY PRODUCTS, INC. |
| | |
| Date: July 21, 2025 | By: |
/s/ Harvey B. Grossblatt |
| | |
Harvey B. Grossblatt |
| | |
President |
