Universal Safety (UUU) holder sells 185,000 shares, falls under 5%

Rhea-AI Filing Summary

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.

Insights

Equity ownership and capital structure analyst

Key holder falls below 5% after conversions and a large share sale.

The filing shows JLA Realty Associates, SJC Lending, and Steven J. Caspi now collectively report less than five percent beneficial ownership of Universal Safety Products common stock. This reflects note conversions into equity and a sizable secondary sale.

SJC converted a September convertible note into 185,576 shares and, under a purchase agreement amendment, sold 185,000 shares to Ault Lending, receiving a second closing promissory note for $1,063,750. The remaining reported holdings are 5,719 shares against 3,028,362 shares outstanding as of May 15, 2026.

The convertible notes carry a conversion price formula with a $1.00 floor, a $10.00 maximum (adjustable for certain corporate actions), and a 20% discount to the lowest VWAP over a ten-trading-day window. Future Form 13 filings and company reports may clarify any further changes in ownership or use of these financing structures.

Key Figures

JLA beneficial ownership: 992 shares SJC beneficial ownership: 4,727 shares Aggregate Caspi-related holdings: 5,719 shares +5 more

8 metrics

JLA beneficial ownership 992 shares Common stock beneficially owned by JLA Realty Associates

SJC beneficial ownership 4,727 shares Common stock beneficially owned by SJC Lending

Aggregate Caspi-related holdings 5,719 shares Shares beneficially owned in aggregate by JLA and SJC attributable to Caspi

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

August Convertible Note principal $1,100,000 Original principal amount due August 12, 2026

September Convertible Note principal $1,650,000 Original principal amount due September 25, 2026

Second Closing Promissory Note $1,063,750 Principal issued by Ault Lending at second closing

Shares sold to Ault Lending 185,000 shares Shares purchased by Ault Lending from SJC on May 15, 2026

Key Terms

Convertible Promissory Note, Securities Purchase Agreement, VWAP, beneficially owned, +2 more

6 terms

Convertible Promissory Note financial

"The 4,727 Shares beneficially owned by SJC consist of Shares received upon conversion of that certain Convertible Promissory Note"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Securities Purchase Agreement financial

"The Convertible Notes were acquired by SJC pursuant to a Securities Purchase Agreement (the "SPA") with the Issuer"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

VWAP financial

"20% discount to the Company's lowest VWAP (as defined in the Convertible Notes) on any Trading Day"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

beneficially owned financial

"The aggregate percentage of Shares reported beneficially owned by the Reporting Persons is based upon 3,028,362 Shares outstanding"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Purchase Agreement financial

"SJC and Ault Lending entered into Amendment No. 1 to the Purchase Agreement ("Amendment No. 1 to the Purchase Agreement")"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

Second Closing Promissory Note financial

"issued the Second Closing Promissory Note in a principal amount of $1,063,750"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

UNIVERSAL SAFETY PRODUCTS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

913821302

(CUSIP Number)

Kenneth Schlesinger, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

Andrew J. Astore, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 913821302

1

Name of reporting person

JLA Realty Associates, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 992.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 992.00

11

Aggregate amount beneficially owned by each reporting person

992.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.03 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 913821302

1

Name of reporting person

SJC Lending, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,727.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,727.00

11

Aggregate amount beneficially owned by each reporting person

4,727.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.16 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 913821302

1

Name of reporting person

CASPI STEVEN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,719.00

11

Aggregate amount beneficially owned by each reporting person

5,719.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.19 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: UNIVERSAL SAFETY PRODUCTS, INC.
(c)	Address of Issuer's Principal Executive Offices: 11407 CRONHILL DRIVE, SUITES A-D, OWINGS MILLS, MARYLAND , 21117-3586.
Item 1 Comment: This Amendment No. 5 ("Amendment No. 5") amends the statement on Schedule 13D originally filed by certain of the Reporting Persons on July 2, 2025, as amended (the "Schedule 13D"), and relates to the Common Stock of Universal Safety Products, Inc. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 5 shall have the meaning assigned to such term in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is amended and restated as follows: The aggregate purchase price of the 992 Shares beneficially owned by JLA were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $(785,916), including brokerage commissions. The 4,727 Shares beneficially owned by SJC consist of Shares received upon conversion of that certain Convertible Promissory Note due August 12, 2026 in original principal amount of $1,100,000 (the "August Convertible Note") and that certain Convertible Promissory Note due September 25, 2026 in original principal amount $1,650,000 (the "September Promissory Note" and together with the August Convertible Note, the "Convertible Notes") The Convertible Notes were acquired by SJC pursuant to a Securities Purchase Agreement (the "SPA") with the Issuer dated August 13, 2025. The Convertible Notes were purchased by SJC under the SPA with working capital. The Convertible Notes convert into Shares at a price equal to the greater of (i) $1.00 per share (the "Floor Price"), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 20% discount to the Company's lowest VWAP (as defined in the Convertible Notes) on any Trading Day (as defined in the Convertible Notes) during the ten Trading Days immediately prior to the date of conversion into Shares, but not greater than $10.00 per share (the "Maximum Price"), which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is amended and restated as follows: The aggregate percentage of Shares reported beneficially owned by the Reporting Persons is based upon 3,028,362 Shares outstanding as of May 15, 2026, which is the total number of Shares outstanding as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2026. As of the date hereof, JLA beneficially owned 992 Shares of the Issuer. Percentage: Less than 1% As of the date hereof, SJC beneficially owned 4,727 Shares of the Issuer. Percentage: Less than 1% As of the date hereof, Mr. Caspi, as the Manager of JLA and SJC, may be deemed to beneficially own the 5,719 Shares beneficially owned in the aggregate by JLA and SJC. Percentage: Less than 1%
(b)	Item 5(b) is amended and restated as follows: (i) JLA: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 992 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 992 (ii) SJC: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,727 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,727 (iii) Mr. Caspi: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 5,719 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 5,719
(c)	Item 5(c) is amended and restated as follows: The transactions in the Shares by each of the Reporting Persons since the filing of Amendment No. 4 are set forth in Exhibit 1 and are incorporated herein by reference.
(e)	Item 5(e) is amended and restated as follows: On May 15, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended by adding the following: On May 15, 2026, SJC and Ault Lending entered into Amendment No. 1 to the Purchase Agreement ("Amendment No. 1 to the Purchase Agreement") pursuant to which the parties agreed to amend the Purchase Agreement to provide for an adjustment in the number of Shares to be sold in the second closing under the Purchase Agreement from 200,000 to 185,000, and to make a corresponding change in the principal amount of the Second Closing Note from $1,150,000 to $1,063,750. Other than this change in principal amount, the terms of the Second Closing Promissory Note remained substantially unchanged from the terms of the Second Closing Promissory Note. Also on May 15, 2026, SJC converted in accordance with its terms the September Convertible Note for a number of Shares equal to 185,576. Pursuant to the Purchase Agreement, as amended by Amendment No. 1, the second closing under the Purchase Agreement occurred on May 15, 2026, at which time Ault Lending purchased 185,000 Shares from SJC and issued the Second Closing Promissory Note in a principal amount of $1,063,750. The foregoing descriptions of Amendment No. 1 to the Purchase Agreement and the Second Closing Promissory Note are not meant to be complete and are qualified in their entirety by reference to the full text of Amendment No. 1 to the Purchase Agreement and the form of Second Closing Promissory Note, which are attached hereto as Exhibits 99.1 and 99.2 respectively and incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Transactions in the Securities of the Issuer Since the Filing of Amendment No. 4 Exhibit 99.1 - Amendment No. 1 to the Stock Purchase Agreement, dated as of May 15, 2026, by and between SJC Lending, LLC and Ault Lending, LLC Exhibit 99.2 - Form of Second Closing Promissory Note

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JLA Realty Associates, LLC

Signature:	/s/ Steven J. Caspi
Name/Title:	Steven J. Caspi, Manager
Date:	05/19/2026

SJC Lending, LLC

Signature:	/s/ Steven J. Caspi
Name/Title:	Steven J. Caspi, Sole Member
Date:	05/19/2026

CASPI STEVEN

Signature:	/s/ Steven J. Caspi
Name/Title:	Steven J. Caspi
Date:	05/19/2026

FAQ

What does Amendment No. 5 to the Schedule 13D for Universal Safety Products (UUU) report?

Amendment No. 5 reports that JLA Realty Associates, SJC Lending and Steven J. Caspi have updated their beneficial ownership in Universal Safety Products. They now collectively hold 5,719 shares of common stock, which is below the five percent reporting threshold based on 3,028,362 shares outstanding.

How many Universal Safety Products shares do JLA Realty Associates and SJC Lending report owning?

JLA Realty Associates reports beneficial ownership of 992 shares, while SJC Lending reports 4,727 shares. Together, these total 5,719 shares that may be attributed to Steven J. Caspi as manager, representing less than one percent of Universal Safety Products’ outstanding common stock.

What is the size of Universal Safety Products’ outstanding common stock in this filing?

The filing states there were 3,028,362 shares of Universal Safety Products common stock outstanding as of May 15, 2026. This figure comes from the company’s Form 8-K and is used to calculate the reporting persons’ ownership percentages, all now under five percent.

What convertible notes did SJC Lending hold in Universal Safety Products (UUU)?

SJC Lending held two convertible promissory notes: one due August 12, 2026 with original principal of $1,100,000, and another due September 25, 2026 with original principal of $1,650,000. Both were acquired under a Securities Purchase Agreement dated August 13, 2025.

How is the conversion price of SJC’s Universal Safety Products convertible notes determined?

The conversion price is the greater of a $1.00 per share floor or an amount reflecting a 20% discount to the company’s lowest VWAP over the prior ten trading days, but not more than $10.00 per share. The maximum price adjusts for stock splits and similar events.

What transaction occurred between SJC Lending and Ault Lending involving Universal Safety Products shares?

On May 15, 2026, SJC Lending and Ault Lending amended their purchase agreement to reduce the second closing share amount from 200,000 to 185,000. At that second closing, Ault Lending bought 185,000 shares and issued a second closing promissory note with principal of $1,063,750.

When did the reporting persons cease to own more than five percent of Universal Safety Products?

The filing states that on May 15, 2026, the reporting persons ceased to be beneficial owners of more than five percent of Universal Safety Products’ common shares. This change reflects note conversions and share sales described in the amendment and associated transaction exhibits.