[SCHEDULE 13D/A] UNIVERSAL SAFETY PRODUCTS, INC. SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D reports that JLA Realty Associates, LLC and Steven Caspi collectively beneficially own 227,400 shares of Universal Safety Products, Inc., representing 9.8% of the common stock. The filing adds that on September 25, 2025 SJC Lending, LLC (an entity wholly owned by Mr. Caspi) purchased a convertible promissory note with original principal $1,650,000 for $1,500,000, joining an earlier August purchase of a $1,100,000 note for $1,000,000. The SPA contemplates up to $2,750,000 principal for $2,500,000 total purchase price. Notes bear 8% interest (rising to 20% on specified defaults), convert into common stock at the greater of $1.00 or 80% of the 10-day VWAP (capped at $10.00), and contain a 4.99% ownership conversion limit. SJC Lending has a one-year right of first refusal on future offerings. The Reporting Persons state no other transactions since Amendment No. 1.

Positive

• Provided capital to the issuer through purchase of convertible notes totaling tranches of $1,100,000 and $1,650,000 (principal amounts)
• Right of first refusal (one year) may simplify future financings by offering a committed purchaser for new offerings
• Conversion ownership limit (4.99%) prevents single-party conversion from creating a large immediate ownership concentration

Negative

• Punitive default interest increases to 20% per annum on amounts exceeding $500,000 in default, raising potential issuer expense upon default
• Conversion mechanics (80% of 10-day VWAP with $1.00 floor and $10.00 cap) could still dilute existing shareholders depending on market price at conversion
• Reporting persons already hold 9.8% of common stock, a sizeable stake that may affect governance dynamics

Insights

Financial Analyst

TL;DR: Holder provides meaningful bridge financing via convertible notes with conversion mechanics that limit single-party ownership and include high default penalties.

The filing documents capital provided to Universal Safety Products through two convertible promissory notes totaling $2.75 million principal capacity under a $2.5 million purchase arrangement; two tranches purchased equal $2.75 million of potential principal with $2.5 million paid in aggregate price terms. The notes carry an 8% coupon and punitive 20% default rate for amounts above $500,000, which increases creditor protection but raises potential interest expense upon default. Conversion terms set a $1.00 floor and a mechanic at 80% of a 10-day VWAP (subject to a $10.00 cap) and prohibit conversions that would push conversion holder above 4.99% ownership, reducing immediate dilution risk to existing shareholders from a single converter.

Corporate Governance Expert

TL;DR: Agreement grants lender ROFR and conversion limits that shape future capital raises and ownership dynamics for one year.

The Securities Purchase Agreement includes a one-year right of first refusal for SJC Lending on future equity or convertible offerings, which could influence the issuer's ability to solicit competing financings during that period. Conversion caps and ownership limits constrain a single counterparty's stake, but the ROFR may afford the reporting parties preferential access to future securities. These provisions are material to governance and dilution outcomes and should be monitored alongside any future amendments or financings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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

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

09/25/2025

(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).

SCHEDULE 13D

CUSIP No. 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 227,400.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 227,400.00

11

Aggregate amount beneficially owned by each reporting person

227,400.00

12

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

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 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 227,400.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 227,400.00

11

Aggregate amount beneficially owned by each reporting person

227,400.00

12

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

13

Percent of class represented by amount in Row (11)

9.8 %

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. 2 ("Amendment No. 2") amends the statement on Schedule 13D originally filed by 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. 2 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. 2 shall have the meaning assigned to such term in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) is amended and restated as follows: The Reporting Persons have not undertaken any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On September 25, 2025, SJC Lending, LLC ("SJC Lending"), a Delaware limited liability company of which Mr. Caspi is the sole member purchased from the Issuer a convertible promissory note due September 25, 2026 in original principal amount of $1,650,000 (the "September Convertible Note") for a purchase price of $1,500,000 pursuant to a Securities Purchase Agreement (the "SPA") with the Issuer dated August 13, 2025 providing for the purchase from time to time by SJC Lending from the Issuer of convertible promissory notes in an aggregate principal amount of up to $2,750,000 for a total purchase price of $2,500,000. Under the SPA, SJC Lending purchased such notes in tranches, with the first tranche consisting of the purchase on August 12, 2025 of a convertible promissory note due August 13, 2026 in original principal amount of $1,100,000 (the "August Convertible Note" and, together with the September Convertible Note, the "Convertible Notes") for a purchase price of $1,000,000. The purchase of the September Convertible Note constituted the second and third tranche. Pursuant to the SPA, from August 13, 2025 until the date that is (1) year therefrom, SJC Lending shall have a right of first refusal with respect to any investment proposed to be made by any individual or entity for each and every future public or private equity offering, including a debt instrument convertible into equity of the Issuer during such period. The Convertible Notes accrue interest at the rate of 8% per annum, unless an event of default (as defined in the Convertible Notes) occurs, at which time the Convertible Notes in excess of $500,000 would accrue interest at 20% per annum. The Convertible Notes are convertible into Shares at any time after the later of the record date for the upcoming dividend or NYSE American approval of the Supplemental Listing Application (as defined in the Convertible Notes) at a conversion price equal to the greater of (i) $1.00 (the "Floor Price"), which Floor Price will not be adjusted for stock dividends, stock splits, stock combinations or other similar transactions and (ii) 80% of the lowest volume weighted average price, or VWAP, of the common stock during the ten trading days immediately prior to the date of conversion into common stock, but not greater than $10.00 per share. The Convertible Notes may not be converted into Shares to the extent that after giving effect to such conversion, SJC Lending, together with the other Attribution Parties collectively would beneficially own in excess of 4.99% of the outstanding common stock of the Issuer. The foregoing descriptions of the SPA and the Convertible Notes do not purport to be complete and are qualified in their entirety by reference to the SPA filed as Exhibit 99.1 hereto and the form of Convertible Notes filed as Exhibit 99.2 hereto and which are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Securities Purchase Agreement, dated August 13, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed August 14, 2025) 99.2 - Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed August 14, 2025)

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:	09/26/2025

CASPI STEVEN

Signature:	/s/ Steven J. Caspi
Name/Title:	Steven J. Caspi
Date:	09/26/2025

FAQ

How many shares of UUU does JLA Realty Associates and Steven Caspi beneficially own?

They beneficially own 227,400 shares, representing 9.8% of Universal Safety Products, Inc.

What convertible note purchases are disclosed in this Schedule 13D/A for UUU?

SJC Lending purchased an August note with $1,100,000 original principal (purchased for $1,000,000) and a September note with $1,650,000 original principal (purchased for $1,500,000).

What are the interest and default terms of the Convertible Notes?

The notes accrue interest at 8% per annum, and if an event of default occurs the portion in excess of $500,000 accrues at 20% per annum.

How do the Convertible Notes convert into common stock of UUU?

Conversion price is the greater of $1.00 or 80% of the lowest VWAP over the ten trading days prior to conversion, but not more than $10.00 per share; conversions are restricted so the holder would not beneficially own over 4.99% post-conversion.

Does SJC Lending have any special rights over future offerings by UUU?

Yes. Under the SPA, SJC Lending has a one-year right of first refusal on any proposed future public or private equity offering or convertible debt into equity.