Universal Safety Products, Inc. submitted a Form 12b-25 notifying the SEC of a late Form 10-K for the fiscal year ended March 31, 2026. The company said timely compilation and review of the 10-K would impose undue hardship and expects to file within the relief period.
The registrant disclosed it anticipates significantly decreased sales and gross profit for the year and expects to report a net loss for the year ended March 31, 2026, compared with net income in the prior-year period. The notification was signed by CEO Harvey B. Grossblatt on June 29, 2026.
Universal Safety Products, Inc. is asking stockholders at a virtual special meeting on July 31, 2026 to approve a sweeping recapitalization and financing package. The company proposes raising authorized common stock from 20,000,000 to 525,000,000 shares and creating 25,000,000 shares of blank check preferred stock, giving the board wide latitude to structure future financings.
The proxy also seeks to add 25,000,000 Class B common shares carrying 25 votes per share, alongside existing Class A common with one vote per share, and to eliminate super‑majority voting so most major corporate actions would require only a simple majority of votes entitled to be cast. A key financing proposal asks approval under NYSE American rules for full conversion of up to $10.6 million of convertible notes sold for up to $10.0 million in cash to SJC Lending, LLC at a floor conversion price of $1.00, which could significantly dilute existing holders.
Universal Safety Products, Inc. is soliciting shareholder approval at a virtual Special Meeting to approve multiple amendments to its Articles of Incorporation and related corporate actions. Key proposals include increasing authorized Common Stock from 20,000,000 to 525,000,000, authorizing 25,000,000 shares of blank‑check Preferred Stock, creating 25,000,000 shares of Class B Common Stock (25 votes per share), eliminating super‑majority voting thresholds, and approving issuance of Common Stock to SJC Lending, LLC related to convertible notes.
The company entered a Securities Purchase Agreement with SJC providing for up to $10.6 million principal of Convertible Notes for up to $10.0 million cash proceeds in tranches; the initial note had a $1,060,000 principal (issued for $1,000,000). Notes bear 8% interest (20% on default), mature at one year, convert at the greater of $1.00 or 80% of 5‑day VWAP (cap $10.00), and require shareholder approval because potential conversion could exceed 19.99% of outstanding shares. The Board recommends a vote FOR each proposal.
Universal Safety Products, Inc. entered a Securities Purchase Agreement with SJC Lending LLC to issue up to $10.6 million in convertible promissory notes for total proceeds of up to $10.0 million. An initial note with a $1.06 million principal amount was funded for $1.0 million on the execution date.
The notes carry 8% annual interest, rising to 20% on default, and mature one year after issuance. They are convertible, after NYSE American approves a supplemental listing, at the greater of $1.00 per share or 80% of the lowest five-day VWAP, capped at $10.00 per share, with issuance above 19.99% of existing shares requiring stockholder approval. The agreement restricts new equity or convertible issuances for 90 days, bans variable-rate financings for up to one year or until the notes are repaid, and grants SJC a one-year right of first refusal on future equity offerings.
Universal Safety Products’ major holder has reduced its position. JLA Realty Associates, SJC Lending and Steven J. Caspi filed Amendment No. 5 to their Schedule 13D to report that, as of May 15, 2026, they no longer beneficially own more than five percent of the company’s common stock.
Based on 3,028,362 shares outstanding as of May 15, 2026, JLA reports beneficial ownership of 992 shares and SJC 4,727 shares, for an aggregate 5,719 shares that may be attributed to Caspi. SJC’s holdings include shares received from converting two convertible promissory notes and from selling 185,000 shares to Ault Lending in exchange for a $1,063,750 promissory note.
Universal Safety Products, Inc. has a Schedule 13D amendment showing a group led by Ault-related entities holding a large stake in the company’s common stock. Based on 3,028,362 shares outstanding as of May 15, 2026, Ault Lending reports beneficial ownership of 1,025,252 shares, or 33.9% of the company. Hyperscale Data and Ault Capital may be deemed to beneficially own 1,045,252 shares, or 34.5%. Director Milton C. Ault III reports beneficial ownership of 1,103,452 shares, or approximately 35.8%, including options to buy 50,000 shares at $3.40 that are exercisable by October 20, 2025. The filing details several purchases funded with working capital and promissory notes, including stock purchase agreements with JLA Realty Associates and SJC Lending, and an amendment that reduced a second closing from 200,000 to 185,000 shares with a corresponding change in note principal.
UNIVERSAL SAFETY PRODUCTS, INC. director and significant holder Milton C. Ault III reported an indirect open-market purchase of 185,000 shares of common stock at $5.75 per share through Ault Lending, LLC. After this transaction, Ault Lending held 1,025,252 shares indirectly attributed to Mr. Ault.
The filing also reports indirect holdings of 6,000 shares through Ault & Company, Inc. and 20,000 shares through Alpha Structured Finance LP, plus 2,200 shares held directly by Mr. Ault as of the same date.
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.
UUU submitted a Form 144 notice indicating proposed sales of Common Stock tied to prior stock‑option exercises. The filing lists option exercises with reported share amounts and dates: 02/09/2005 (6,666), 02/08/2006 (17,666), 06/14/2006 (40,000), 01/30/2007 (8,000), and 02/26/2007 (35,554). The broker shown is Oppenheimer and the filing includes a date of 05/26/2026 and venue NYSE American.
Universal Safety Products, Inc. ownership update: David E. Lazar amended his Schedule 13G/A to report beneficial ownership of 281,400 shares, equal to 9.9% of common stock. The filing cites 2,842,787 shares outstanding as of March 31, 2026 and reports the 281,400 shares as of May 7, 2026; shared voting and dispositive power are reported for those shares.