DeFi Capital Markets, Inc S-1/A, filed Sep 19, 2025
DeFi Capital Markets, Inc. (DCM)
As filed with the Securities and Exchange Commission on September 19, 2025
Registration No. 333-290304
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Universal
Safety Products, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 5065 | 52-0898545 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
11407 Cronhill Drive, Suite A
Owings Mills, MD 21117-3586
Tel: (410) 363-3000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Harvey B. Grossblatt
President and Chief Executive Officer
Universal Safety Products, Inc.
11407 Cronhill Drive, Suite A
Owings Mills, MD 21117-3586
Tel: (410) 363-3000
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
|
James M. Turner, Esq. General Counsel Universal Safety Products, Inc. 11407 Cronhill Drive, Suite A Owings Mills, MD 21117-3586 (646) 502-5557 |
Kenneth A. Schlesinger, Esq. Spencer G. Feldman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, NY 10019 (212) 451-2300 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-290304) of Universal Safety Products, Inc. (the “Registration Statement”) is being filed solely for the purpose of filing Exhibits 5.1 and 23.3 (which is included in Exhibit 5.1). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, Exhibits 5.1 and 23.3 (which is included in Exhibit 5.1) and the Exhibit Index. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
| Item 16. | Exhibits |
The following is a list of exhibits filed as a part of this registration statement:
| * | Indicates management contract or compensatory plan or arrangement. |
| ** | Previously filed. |
| *** | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No.1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Owings Mills, Maryland on September 19, 2025.
| UNIVERSAL SAFETY PRODUCTS, INC. | |||
| By: | /s/ Harvey B. Grossblatt | ||
| Name: | Harvey B. Grossblatt | ||
| Title: | President and Chief Executive Officer (principal executive officer) | ||
| By: | /s/ James B. Huff | ||
| Name: | James B. Huff | ||
| Title: | Chief Financial Officer (principal financial and accounting officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Harvey B. Grossblatt | September 19, 2025 | |||
| Harvey B. Grossblatt | Director, President and Chief Executive Officer (principal executive officer) | |||
| /s/ Ira F. Bormel* | Director | September 19, 2025 | ||
| Ira F. Bormel | ||||
| /s/ Ronald A. Seff, M.D.* | Director | September 19, 2025 | ||
| Ronald A. Seff, M.D. | ||||
| /s/ Milton C. Ault, III* | Director | September 19, 2025 | ||
| Milton C. Ault, III | ||||
| /s/ Henry C. W. Nisser* | Director | September 19, 2025 | ||
| Henry C. W. Nisser |
* Pursuant to Power of Attorney
| By: | /s/ Harvey B. Grossblatt | |
| Name: Harvey B. Grossblatt | ||
| Title: Attorney-in-Fact | ||
Exhibit 5.1
September 19, 2025
Universal Safety Products, Inc.
11407 Cronhill Drive, Suite A
Owings Mills, Maryland 21117
Ladies and Gentlemen:
We are acting as Maryland counsel to Universal Safety Products, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-1 originally filed by the Company on September 16, 2025 (as it may be amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer and resale from time to time by the selling stockholders (the “Selling Stockholders”) identified in the prospectus constituting a part of the Registration Statement (the “Prospectus”) of up to 2,750,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable upon the conversion of the Convertible Notes (defined therein) held by the Selling Stockholders (such shares, the “Conversion Shares”).
For purposes of this opinion, we have examined executed originals or copies certified or otherwise identified to our satisfaction of the following documents: (a) the Registration Statement, (b) the Prospectus, (c) Securities Purchase Agreement by and between the Company and Selling Stockholders, (d) Form of Convertible Note, (e) the Company’s Articles of Incorporation, as amended to date, (f) the Company’s Bylaws, as amended to date, and (g) certain resolutions adopted by the Board of Directors of the Company. In addition, we have examined and relied upon such corporate records and other documents, instruments and certificates of officers and representatives of the Company and of public officials, and we have made such examination of law, as we have deemed necessary or appropriate for purposes of the opinions expressed below. As to certain factual matters, unless otherwise indicated, we have relied, to the extent we have deemed proper, on certificates of certain officers of the Company.
We have assumed for purposes of rendering the opinions set forth herein, without any verification by us:
(i) the genuineness of all signatures, the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals and the completeness and conformity with authentic original documents of all documents submitted to us as copies, that all documents, books and records made available to us by the Company are accurate and complete; and
Universal Safety Products, Inc.
September 19, 2025
Page 2
(ii) that the Convertible Notes have been, or will be when issued, duly authorized, executed and delivered by each party thereto, that each such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and all jurisdictions where it is conducting business or otherwise required to be so qualified, that each such party has full power, authority and legal right to enter into and perform the terms and conditions of such Convertible Notes to be performed by it, that the representations and warranties of each such party as set forth in such Convertible Note when made were, and on the date hereof are, true and complete, and that such Convertible Note constitutes a legal, valid and binding obligation of each such party, enforceable against it in accordance with their respective terms and that the Company received the requisite approval from the NYSE American to list the Conversion Shares.
Based upon the foregoing and subject to the qualifications, assumptions and limitations contained herein, we are of the opinion that the Conversion Shares are duly authorized and, when issued in accordance with the terms of the Convertible Notes will be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of Maryland. We do not express any opinion as to the effect of any laws other than the laws of the State of Maryland and the federal laws of the United States of America, as in effect on the date hereof.
This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set forth herein. This opinion letter is not a guaranty nor may one be inferred or implied. This opinion letter speaks as of the date hereof and we assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.
We hereby consent to the filing of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act with the Commission as an exhibit to the Registration Statement and to the reference made to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
| Sincerely yours, | |
| /s/ Neuberger, Quinn, Gielen, | |
| Rubin & Gibber, P.A. |