| 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. 3 ("Amendment No. 3") 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. 3 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. 3 shall have the meaning assigned to such term in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | Item 2(a) is amended and restated as follows:
This Schedule 13D is filed by:
(i) JLA Realty Associates, LLC, a New York limited liability company ("JLA"), with respect to the shares of Common Stock of the Issuer (the "Shares") beneficially owned by it;
(ii) SJC Lending, LLC, a Delaware limited liability company ("SJC"), with respect to the Shares beneficially owned by it; and
(iii) Steven J. Caspi, as Manager of JLA and Sole Member of SJC.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Item 2(b) is amended and restated as follows:
The principal business address of the Reporting Persons is 120 Bloomingdale Road, White Plains, NY 10605. |
| (c) | Item 2(c) is amended and restated as follows:
The principal business of JLA and SJC is investing in securities. The principal occupation of Mr. Caspi is serving as the manager of JLA. |
| (d) | Item 2(d) is amended and restated as follows:
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Item 2(e) is amended and restated as follows:
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Item 2(f) is amended and restated as follows:
JLA is organized under the laws of the State of New York. SJC is organized under the laws of the State of Delaware. Mr. Caspi is a citizen of the United States of America. |
| 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 255,600 Shares beneficially owned by SJC consist of Shares underlying 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 (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 2,312,887 Shares outstanding as of November 19, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2025 and, with respect to the Shares beneficially owned by SJC, 255,600 Shares issuable upon conversion of the Convertible Notes.
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 255,600 Shares of the Issuer, consisting of a number of Shares underlying the Convertible Notes equal to 9.99% of the Shares that would be outstanding after giving effect to a conversion of the Convertible Notes such that, after such conversion, SJC and its Attribution Parties (as defined in the Convertible Notes) would beneficially own in the aggregate 9.99% of the then-outstanding Shares, minus the number of Shares otherwise beneficially owned in the aggregate by SJC and its Attribution Parties.
Percentage: Approximately 9.95%
As of the date hereof, Mr. Caspi, as the Manager of JLA and SJC, may be deemed to beneficially own the 256,592 Shares beneficially owned in the aggregate by JLA and SJC.
Percentage: Approximately 9.99% |
| (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: 255,600
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 255,600
(iii) Mr. Caspi:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 256,592
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 256,592 |
| (c) | Item 5(c) is amended and restated as follows:
The transactions in the Shares by each of the Reporting Persons in the last 60 days are set forth in Exhibit 1 and are incorporated herein by reference. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On September 30, 2025, pursuant to Section 3(d)(i) of the Convertible Notes, SJC, by notice to the Issuer, increased the Beneficial Ownership Limitation (as defined in the Convertible Notes) from 4.99% to 9.99%, effective November 30, 2025.
On January 16, 2026, JLA entered into a Stock Purchase Agreement (the "Purchase Agreement") with Ault Lending, LLC ("Ault Lending") pursuant to which, among other things, Ault Lending agreed to purchase an aggregate of 300,000 Shares at a purchase price of $6.00 per Share in consideration of promissory notes issued by Ault Lending in favor of JLA in aggregate principal amount equal to $1,800,000 (the "Notes"). Pursuant to the Purchase Agreement, the sale of Shares and issuance of the Notes shall be consummated in two closings, the first of which occurred as of the date of the Purchase Agreement, at which time JLA sold 95,000 Shares to Ault Lending and received a Note in an initial principal amount of $570,000, and the second of which shall occur three business days after such date, at which time JLA will sell an additional 205,000 Shares and receive a Note for the remaining initial principal amount of $1,230,000.
Pursuant to the Purchase Agreement, JLA agreed to exercise or cause to be exercised in accordance with its terms the August Convertible Note, for a number of Shares equal to 205,000, which is the number of Shares to be sold in the second closing under the Purchase Agreement. The Purchase Agreement also permits JLA to designate a person or entity acceptable to Ault Lending to be the actual selling party with respect to the second closing under the Purchase Agreement, which may be SJC. The Purchase Agreement also contains customary representations and warranties.
The Notes accrue interest at the rate of 8% per annum, unless an event of default (as defined in the Notes) occurs, at which time the holder of the Notes may by written notice to Ault Lending declare the entire outstanding principal amount together with all interest accrued and unpaid thereon to be immediately due and payable. The Notes mature in full in March 2026 and may be prepaid any time prior to maturity by Ault Lending.
The foregoing descriptions of the Purchase Agreement and the Notes are not meant to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the form of Note, which are attached hereto as Exhibits 99.1 and 99.2 respectively and incorporated by reference herein.
On January 21, 2026, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 - Transactions in the Securities of the Issuer in the Last 60 Days
Exhibit 99.1 - Stock Purchase Agreement, dated as of January 16, 2026, by and between JLA Realty Associates LLC and Ault Lending, LLC
Exhibit 99.2 - Form of Promissory Note
Exhibit 99.3 - Joint Filing Agreement, dated January 21, 2026 |
