8-K
UNIVERSAL SAFETY PRODUCTS, INC. (UUU)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): February 6, 2026
UNIVERSAL SAFETY PRODUCTS, INC.
(Exact name of
registrant as specified in its charter)
| Maryland | 001-31747 | 52-0898545 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation<br> or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
11407 Cronhill Drive, Suite A, Owings Mills, Maryland
21117
(Address of principal executive offices) (Zip Code)
(410)
363-3000
(Registrant’s telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br><br><br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.01 par value | UUU | NYSE<br> American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
| Item 3.02 | Unregistered Sales of Equity Securities. |
|---|
Between January 26, 2026 and February 3, 2026, Universal Safety Products, Inc. (the “Company”) issued an aggregate of 405,000 shares of its common stock, par value $0.01 per share (the “Common Stock”) upon conversion of $1,503,424.80 of principal and accrued interest under a convertible note. The shares of Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.
As of February 3, 2026, the Company had 2,717,887 shares of Common Stock outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
| (d) | Exhibits: |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNIVERSAL SAFETY PRODUCTS, INC. | |
|---|---|
| Dated: February 6, 2026 | /s/ Harvey B. Grossblatt |
| Harvey B. Grossblatt | |
| President and Chief Executive Officer |