UUU 10-Q
Universal Safety Products, Inc. (UUU)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| For the quarterly period ended | |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| For the transition period from ________ to ________. | |
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(Exact name of registrant as specified in its charter)
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incorporation or organization) |
| Identification No.) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 ☐ |
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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. ☐
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As of August 14, 2026, the number of shares outstanding of the registrant’s common stock was
UNIVERSAL SAFETY PRODUCTS, INC.
TABLE OF CONTENTS
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Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended March 31, 2026, particularly the “Risk Factors” sections of such reports. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of the date of filing of this Quarterly Report on Form 10-Q. In addition, the forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure may be required by law.
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PART I - FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
UNIVERSAL SAFETY PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| (unaudited) | | (audited) | |||
June 30, 2026 | March 31, 2026 | |||||
ASSETS | ||||||
CURRENT ASSETS |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable: |
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Trade and other receivables, less provision for credit losses of $ |
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Inventories – finished goods, net of allowance of $ |
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Prepaid expenses |
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TOTAL CURRENT ASSETS |
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Property and equipment, net |
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| — | ||
TOTAL ASSETS | $ | | $ | | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Convertible debenture, net of discount | $ | | $ | | ||
Derivative component of convertible debenture |
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Accounts payable |
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Accrued liabilities: |
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Accrued payroll and employee benefits |
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Accrued liabilities, legal and other |
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TOTAL CURRENT LIABILITIES |
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TOTAL LIABILITIES |
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SHAREHOLDERS’ EQUITY |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
| ( |
| ( | ||
TOTAL SHAREHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UNIVERSAL SAFETY PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | |||||
2026 | | 2025 | ||||
Net sales | $ | | $ | | ||
Cost of goods sold |
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GROSS PROFIT |
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Selling, general and administrative expense |
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Engineering and product development expense |
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Depreciation |
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| — | ||
Operating loss |
| ( |
| ( | ||
Other income (expense): |
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Gain on sale of assets |
| — |
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Change in fair value of derivative liability |
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| — | ||
Interest (expense) income |
| ( |
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Total other income before taxes |
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Net (loss) income before taxes |
| ( |
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Provision for income taxes: |
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Current |
| — |
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Deferred |
| — |
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NET (LOSS) INCOME | $ | ( | $ | | ||
(Loss) earnings per share: |
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Basic and diluted | $ | ( | $ | | ||
Shares used in computing (loss) earnings per share: |
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Weighted average basic and diluted shares outstanding |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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UNIVERSAL SAFETY PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
THREE MONTHS ENDED JUNE 30, 2026
(Unaudited)
| | | | | Additional | | | | | |||||
Common | Stock | Paid-In | Accumulated | |||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||
Balance as of April 1, 2026 |
| | $ | | $ | | $ | ( | $ | | ||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Shares issued upon conversion of convertible debt |
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| |
| — |
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Balance as of June 30, 2026 |
| | $ | | $ | | $ | ( | $ | | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UNIVERSAL SAFETY PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
THREE MONTHS ENDED JUNE 30, 2025
(Unaudited)
| | | | | Additional | | | | | |||||
Common | Stock | Paid-In | Accumulated | |||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||
Balance as of April 1, 2025 |
| | $ | | $ | | $ | ( | $ | | ||||
Net income |
| — |
| — |
| — |
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Balance as of June 30, 2025 |
| | $ | | $ | | $ | ( | $ | | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UNIVERSAL SAFETY PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended June 30, | ||||||
2026 | 2025 | |||||
OPERATING ACTIVITIES: | | | | | ||
Net (loss) income | $ | ( | $ | | ||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
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Gain on sale of assets |
| — |
| ( | ||
Change in fair value of derivative liability |
| ( |
| — | ||
Depreciation |
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| — | ||
Amortization of original issue discount and accrued interest on convertible debt |
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| — | ||
Deferred income taxes |
| — |
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Changes in operating assets and liabilities: |
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Decrease in accounts receivable and amount due from factor |
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(Increase) decrease in inventories and prepaid expenses |
| ( |
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Increase (decrease) in accounts payable |
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| ( | ||
Decrease in assets – held for sale |
| — |
| ( | ||
Direct debt issuance costs paid, classified as a financing activity |
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| — | ||
Increase in accrued liabilities |
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Decrease in operating lease liability |
| — |
| ( | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES |
| ( |
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INVESTING ACTIVITIES: |
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Proceeds from sale of assets |
| — |
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Decrease in trade accounts payable related to closing costs on sale |
| — |
| ( | ||
Purchase of fixed asset |
| ( |
| — | ||
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES |
| ( |
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FINANCING ACTIVITIES: |
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Proceeds from the issuance of convertible debt, net of discount |
| |
| — | ||
Convertible debt issuance costs |
| ( |
| — | ||
Net repayment – line of credit - factor |
| — |
| ( | ||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
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| ( | ||
NET INCREASE IN CASH |
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | | $ | | ||
Non-cash supplemental Information: |
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Convertible notes settled through issuance of common stock | $ | ( | $ | — | ||
Reclassification of derivative liability to additional paid in capital upon settlement of convertible notes |
| ( |
| — | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UNIVERSAL SAFETY PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.DESCRIPTION OF BUSINESS
Organization
Universal Safety Products, Inc. and subsidiaries (the “Company,” “we,” “us” and “our”) design and market a variety of safety products. Most of our products require minimal installation, are designed for installation by the consumer without professional assistance, and are sold through retail stores. We also market products to the electrical distribution trade which includes electrical and lighting distributors as well as manufactured housing companies through our wholly owned subsidiary, Universal Safety Electric, Inc., formerly USI Electric, Inc. (“Universal Electric”). Products sold by Universal Electric generally require professional installation.
Sale of the Alarm Business
On October 31, 2024, the Company entered into an Asset Purchase Agreement with Feit Electric Company, Inc. (“Feit”), pursuant to which Feit agreed to acquire the smoke alarm and carbon monoxide alarm portion of the Company’s business, together with certain intangible assets, including the trade names Universal Security Instruments, Inc. and Universal Electric, Inc. The transaction was approved by the Company’s shareholders at a special meeting held on April 15, 2025, and the sale closed on May 22, 2025. The Company intends to continue to import and market its remaining product lines, consisting primarily of ground fault circuit interrupters (“GFCIs”) and ventilation fans, and is exploring other business opportunities intended to drive long-term value for shareholders.
Universal DeFi, LLC
In July 2025, the Company formed Universal DeFi, LLC (“Universal DeFi”), a wholly owned subsidiary, to pursue two lines of business: (i) a tokenization platform, which has not commenced operations, and (ii) the operation of licensed nodes and a validator on the Ault Blockchain network. Through June 30, 2026, Universal DeFi had recognized no revenue and held no significant assets, and its activity consisted principally of legal and organizational start-up costs. The Chief Operating Decision Maker (“CODM”) has not regularly reviewed discrete operating results of Universal DeFi, and has not allocated capital or other resources to the Company's activities based on any such review; decisions relating to Universal DeFi have been made as discrete strategic and investment matters rather than through the review of separate operating segment results. Accordingly, Universal DeFi does not meet the definition of a separate operating segment under ASC 280-10-50-1, and the Company has not presented it as a separate reportable segment. The Company will continue to evaluate this determination as Universal DeFi develops, and will reassess separate segment presentation if its discrete operating results become subject to regular CODM review for resource allocation and performance assessment.
On April 6, 2026, Ault Capital Group, Inc. (“Ault Capital Group”), acting as authorized agent for Ault DAO, LLC (“Ault DAO”), transferred, assigned and activated
Universal DeFi earns AULT tokens (“AULT Tokens”), the native digital asset of the Ault Blockchain, through emissions allocated to its Node Licenses in proportion to work performed and through transaction fees, priority tips and staking rewards attributable to its validator. As of June 30, 2026, Universal DeFi held approximately
On June 30, 2026, Universal DeFi entered into a node revenue sharing agreement (the “Revenue Share”) with Ault Capital Group in exchange for the Node Licenses. Under the Revenue Share, Universal DeFi will pay Ault Capital Group
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Universal DeFi has generated
2.LIQUIDITY AND FINANCIAL CONDITION
As of June 30, 2026, the Company had cash and cash equivalents of $
Our ability to continue as a going concern is dependent on our ability to generate cash flows from operations and find additional sources of funding through either equity offerings, debt financings, or a combination of any such transactions.
In June 2026, we entered into a securities purchase agreement providing for the sale of convertible notes in an aggregate principal amount of up to $
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts, or the amount and classification of liabilities, that might result should the Company be unable to continue as a going concern. If the foregoing plans are unsuccessful and we are unable to continue as a going concern, you could lose all or part of your investment in our company.
3.BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented.
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Universal Electric and Universal DeFi. All significant intercompany accounts and transactions have been eliminated in consolidation.
The condensed consolidated balance sheet as of March 31, 2026 was derived from the Company’s audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on July 2, 2026 (the “2026 Annual Report”). Results of operations for the three months ended June 30, 2026 are not necessarily indicative of the results to be expected for future interim periods or for the full fiscal year ending March 31, 2027.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Significant estimates include the valuation of the derivative component of the Company’s convertible notes, the provision for credit losses, the allowance for excess and obsolete inventory, and the realizability of deferred tax assets. Actual results may differ materially from those estimates.
Reclassifications
Certain amounts in the condensed consolidated statement of cash flows for the three months ended June 30, 2025 have been reclassified to conform to the current period presentation. Specifically, the $
10
been reclassified from investing activities to operating activities. The reclassification decreased net cash provided by operating activities from $
Node Licenses, Digital Assets and Related Revenue
The Node Licenses, the validator right and the AULT Tokens received by Universal DeFi are not traded on any active market and do not have a readily determinable or observable fair value. Because the Node Licenses, the validator right and the AULT Tokens received cannot be reliably measured, the Company has recorded
The Company reassesses this conclusion each reporting period. If an active market for AULT Tokens develops such that the tokens have a measurable fair value, the Company would begin recognizing revenue from tokens earned, and the associated Revenue Share obligation, at that time.
Revenue Share - Ault Capital Group, Inc.
On June 30, 2026, Universal DeFi entered into the Revenue Share with Ault Capital Group, in its capacity as authorized agent for Ault DAO. Ault Capital Group is a wholly owned subsidiary of Hyperscale Data, Inc. (“Hyperscale Data”). The Revenue Sharing Agreement acknowledges the April 6, 2026 transfer to Universal DeFi of the
In consideration of that transfer, Universal DeFi will pay Ault Capital Group a revenue share equal to
Because the Revenue Share is payable solely out of net proceeds actually received from the sale of tokens and rewards, and
Recently Issued Accounting Standards
The Company continually assesses any new accounting standards to determine their applicability. When management determines that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine whether any required changes should be made to its condensed consolidated financial statements.
In January 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2025-01”), to clarify the effective date of ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard is effective for the Company for its annual periods beginning April 1, 2027 (the fiscal year ending March 31, 2028) and for interim reporting periods beginning April 1, 2028 (beginning with the quarter ending June 30, 2028), with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-01; however, because the standard primarily affects disclosure requirements, the Company does not expect adoption to have a material impact on its consolidated financial position, results of operations, or cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The Company adopted this guidance effective April 1, 2025. Adoption did not have a material impact on the consolidated financial statements.
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There have been no other changes to the Company’s significant accounting policies disclosed in the 2026 Annual Report.
4.REVENUE
Disaggregation of Revenue
The Company presents below revenue associated with sales of products acquired from Eyston Company Ltd. (“Eyston”) separately from revenue associated with sales of GFCIs and ventilation fans. The Company believes this disaggregation best depicts how its various product lines perform and are affected by economic factors. Revenue recognized by these categories for the three months ended June 30, 2026 and 2025 were as follows:
| Three months ended | |||||
June 30, 2026 | | June 30, 2025 | ||||
Sales of products acquired from Eyston | $ | | $ | | ||
Sales of GFCI’s and ventilation fans |
| |
| | ||
Total Sales | $ | | $ | | ||
Concentrations
The Company is primarily a distributor of safety products for use in home and business under both its trade names and private labels for other companies. The Company acquired all of the smoke alarm and carbon monoxide alarm safety products that it previously sold from Eyston.
For the three months ended June 30, 2026,
The Company had
5.RECEIVABLES AND PROVISION FOR CREDIT LOSSES
Receivables are recorded when the Company has an unconditional right to consideration. We have established a provision for credit losses based upon historical experience and the consideration of current and future economic conditions.
The Company previously assigned the majority of its trade receivables on a pre-approved non-recourse basis to Merchant Factors Corporation (“Merchant” or “Factor”) under a factoring agreement which expired in February 2026. At the time a receivable was assigned to our Factor, the credit risk associated with the credit worthiness of the debtor was assumed by the Factor. The Company continued to bear any credit risk associated with sales to customers that were denied credit by the Factor, disputed delivery, and/or had warranty issues related to the products sold. Management considered amounts due from the Company’s Factor to be “financing receivables”. Trade accounts receivable, foreign receivables, and receivables from our suppliers are not considered to be financing receivables.
Management assesses the credit risk of both its trade accounts receivables and its financing receivables based on the specific identification of accounts. A provision for credit losses is provided based on that assessment. Changes in the provision are charged to operations in the period the change is determined. Amounts ultimately determined to be uncollectible are eliminated from the receivable accounts and from the provision for credit losses in the period that the receivables’ status is determined to be uncollectible. Management considers the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, current industry trends, and changes in customer payment terms. Our normal collection cycle ranges between thirty and forty days. Estimated uncollectible amounts are charged to earnings and credited to a valuation allowance. Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Historically, the level of uncollectible accounts has not been significant. Based on the nature of the factoring agreement and prior experience, no provision for credit losses related to amounts due from Factor had been provided. As of June 30, 2026 and March 31, 2026, a provision for credit losses of $
12
6.INVENTORIES
Inventories are stated at the lower-of-cost (first in/first out method) or net realizable value. Included as a component of finished goods inventory are additional non-material costs. These costs include freight, import duty, tariffs, and inspection fees. We evaluate inventories on a quarterly basis and write down inventory that is considered obsolete or unmarketable in an amount equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions.
Inventories consisted of the following:
| June 30, 2026 | | March 31, 2026 | |||
Finished goods, gross | $ | | $ | | ||
Less: allowance for excess and obsolete inventory |
| ( |
| ( | ||
Finished goods inventory, net | $ | | $ | | ||
The Company recorded
7.LEASES
The Company is a lessee in lease agreements for office space. Certain of the Company’s leases contain provisions for one or more options to terminate or extend the lease at the Company’s sole discretion. The Company’s leases are comprised of fixed lease payments, with its real estate leases including lease payments subject to a rate or index which may be variable. Certain real estate leases also include executory costs such as common area maintenance (non-lease component). As a practical expedient permitted under Accounting Standards Codification (“ASC”) 842, the Company has elected to account for the lease and non-lease components as a single lease component. The Company utilizes certain practical expedients for short-term leases including the election not to reassess its prior conclusions about lease identification, lease classification and initial direct costs, as well as the election not to separate lease and non-lease components for arrangements where the Company is a lessee. Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable lease amounts based on a rate or index (fixed in substance) as stipulated in the lease contract.
The Company’s operating lease for a
The Company previously maintained an operating lease for office space in Naperville, Illinois. This lease consisted of
Because the Company’s remaining lease is month-to-month with a term of twelve months or less, no right-of-use asset or lease liability is recorded on the condensed consolidated balance sheet as of June 30, 2026. Rent expense, including common area maintenance, totaled approximately $
8.FAIR VALUE MEASUREMENTS
The accounting standards regarding the fair value of financial instruments and related fair value measurements define financial instruments and require disclosure of the fair value of financial instruments held by the Company. ASC 820-10, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement, and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
| ● | Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 – Inputs to valuation methodology are unobservable and significant to the fair value. |
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The carrying amounts of our financial instruments, including cash, cash equivalents, accounts payable, and accrued expenses approximate fair value because of their generally short maturities. The Company’s financial instruments are measured at amortized cost when the fair value option is not elected.
The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy as of June 30, 2026 and March 31, 2026:
| Fair Value Measurement as of June 30, 2026 | |||||||||||
Description | Level 1 | | Level 2 | | Level 3 | | Total | |||||
Derivative Component of Convertible Debenture – 2026 Notes | $ | — | $ | — | $ | | $ | | ||||
Derivative Component of Convertible Debenture – 2025 Notes | $ | — | $ | — | $ | — | $ | — | ||||
| Fair Value Measurement as of March 31, 2026 | |||||||||||
Description | Level 1 | | Level 2 | | Level 3 | | Total | |||||
Derivative Component of Convertible Debenture – 2025 Notes | $ | — | $ | — | $ | | $ | | ||||
The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent that the inputs are observable in the market. For instruments for which little or no public market exists, management’s determination of fair value is based on the best available information, which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the Company’s securities, and liquidity risks. There were
The following table sets forth a summary of changes in the fair value of our Level 3 financial instrument liabilities for the three months ended June 30, 2026. We had no Level 3 financial instrument liabilities during the three months ended June 30, 2025.
Level 3 | Additions | Level 3 | |||||||||||||
Balance at | to | Balance at | |||||||||||||
Beginning of | Derivative | Conversions | Fair Value | the End of | |||||||||||
Three months ended June 30, 2026 | | period | | Liabilities | | to Equity | | Adjustments | | Period | |||||
Derivative Component of Convertible Debenture – 2026 Notes | $ | — | $ | | $ | — | $ | ( | $ | | |||||
Derivative Component of Convertible Debenture – 2025 Notes |
| |
| — |
| ( |
| ( |
| — | |||||
$ | | $ | | $ | ( | $ | ( | $ | | ||||||
9.CONVERTIBLE NOTES
2026 Convertible Notes
On June 12, 2026, the Company entered into a Securities Purchase Agreement (the “2026 SPA”) with SJC Lending, LLC (“SJC”), pursuant to which the Company agreed to sell to SJC
The 2026 Notes mature on June 12, 2027, if not previously converted, and are convertible into shares of common stock at a discounted price equal to
The conversion feature of the 2026 Notes is bifurcated and accounted for as a derivative liability. The 2026 Notes are recorded net of the fair value of the derivative component on the date of issuance, with subsequent changes in fair value recognized as a gain or loss in
14
each reporting period within “Other income (expense)” in the condensed consolidated statement of operations. The derivative component was measured on the date of issuance using the Monte Carlo simulation model, and an original derivative liability of $
2025 Convertible Notes
On August 13, 2025, the Company entered into a Securities Purchase Agreement (the “2025 SPA”) with SJC, pursuant to which the Company agreed to sell to SJC
On May 15, 2026, $
Embedded Derivatives
Under the provisions of ASC 815-40-15, Entity’s Own Equity - Scope and Scope Exceptions (“ASC 815-40-15”), we determined that the conversion features embedded in our outstanding notes are not considered indexed to our own common stock, principally because the conversion price varies with the market price of our common stock (a discount to the volume weighted average price) rather than being fixed. As a result, these features do not qualify for the scope exception in ASC 815-10-15-74(a), and are bifurcated from the host debt and accounted for as derivative instruments, which are recognized as liabilities on our condensed consolidated balance sheets and measured at fair value, with changes in fair value recognized in earnings.
The 2026 Notes have been accounted for under the amortized cost method, with the derivative component bifurcated and recorded at fair value pursuant to ASC 815-40-15. The fair value of the derivative liability, measured using the Monte Carlo simulation model (Level 3), was $
At June 12, 2026 and June 30, 2026, the assumptions used to measure the fair value of the derivative embedded in the 2026 Notes, using the Monte Carlo simulation model, included an exercise price of $
We measured the fair value of the derivative portion of the 2025 Notes by using the Binomial Valuation model. As of March 31, 2026, the assumptions used to measure fair value of the liability embedded in our outstanding notes included an exercise price of $
10.RELATED PARTY TRANSACTIONS
Nature of Relationships
Milton C. Ault, III, the Company’s Executive Vice Chairman and a director, is the Executive Chairman of Hyperscale Data, an issuer listed on the New York Stock Exchange American (“NYSE”). Henry Nisser, a director of the Company, is the President and General Counsel of Hyperscale Data and the President and Chief Executive Officer of Ault DAO. Ault DAO is a Wyoming limited liability company that serves as the steward for the decentralized autonomous organization, which operates the Ault Blockchain network. Ault DAO is an indirect, wholly owned subsidiary of Hyperscale Data.
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As of June 30, 2026, Hyperscale Data beneficially owned
Accordingly, Hyperscale Data, Ault DAO, Ault Capital Group, Ault Lending, Alpha Structured Finance LP, Ault & Company, Inc. and their respective affiliates are considered related parties of the Company.
Accounting for the Agreements
The Node Licenses and the AULT Tokens received are not traded on any active market and do not have a readily determinable or observable fair value. Accordingly, the Company recorded
Validator Hosting and Managed Services
The day-to-day operation, maintenance and hosting of Universal DeFi’s validator, including the cost of the dedicated server, are currently performed and borne by Ault Capital Group on Universal DeFi’s behalf at no charge to the Company. The Company estimates the value of these services to be immaterial for the three months ended June 30, 2026, and has therefore not recorded a corresponding expense and capital contribution. Universal DeFi expects to enter into a managed services agreement with Ault Capital Group or an affiliate of Ault Capital Group to formalize these services, under which the related costs would be charged to Universal DeFi. No such agreement was executed as of June 30, 2026, and the terms on which the services would be provided, including cost and duration, are not fixed.
Officer Credit Card Arrangements
During the three months ended June 30, 2026 and 2025, inventory purchases and other company expenses of approximately $
11.INCOME TAXES
The Company calculates its interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. The Company estimates its annual effective tax rate and applies that rate to its ordinary quarterly pre-tax income or loss. The tax expense or benefit related to isolated events during the interim period is recognized in the interim period in which those events occur.
The Company recognizes a liability or asset for the deferred tax effects of temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements. These temporary differences may result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled.
Management reviews net operating loss carryforwards and income tax credit carryforwards to evaluate whether those amounts are recoverable. After a review of projected taxable income, the components of the deferred tax assets, and current economic conditions, management determined that it is more likely than not that the tax benefits associated with the remaining components of the deferred tax assets will not be realized. This determination was based on the Company’s prior history of losses from operations and the uncertainty as to whether the Company will generate sufficient taxable income to use the deferred tax assets prior to their expiration. Accordingly, a valuation allowance was established to fully offset the value of the remaining deferred tax assets. The Company’s ability to realize the tax benefits associated with the deferred tax assets depends primarily upon the timing of future taxable income and the expiration dates of the components of the deferred tax assets.
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The Company follows ASC 740-10, Income Taxes – Overall, which provides guidance for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and requires that the Company recognize in its condensed consolidated financial statements the impact of a tax position if that position is more likely than not to be sustained upon examination, based on the technical merits of the position. Interest and penalties, if any, related to income tax matters are recorded as income tax expense.
12.STOCK BASED COMPENSATION
In October 2025, the Company’s stockholders approved the Company’s 2025 Non-Qualified Stock Incentive Plan (the “Plan”), under which
13.NET (LOSS) INCOME PER COMMON SHARE
For the three months ended June 30, 2026, potentially dilutive securities consisting of shares issuable upon conversion of the 2026 Notes and outstanding stock options were excluded from the computation of diluted net loss per share because their effect would have been antidilutive. There were
14.CONTINGENCIES
From time to time, the Company is involved in various claims and routine litigation matters. In the opinion of management, after consultation with legal counsel, the outcomes of such matters are not anticipated to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or cash flows in future years.
15.SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these condensed consolidated financial statements were issued. On July 10, 2026, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission registering the resale by SJC of shares of the Company’s common stock issuable upon conversion of the 2026 Notes. The filing of the registration statement obligated SJC to purchase the second tranche of convertible notes, in the principal amount of $
During July 2026, Universal DeFi entered into
In July 2026, the Company issued to SJC the second 2026 Note under the 2026 SPA, in the principal amount of $
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used throughout this Report, “we,” “our,” “the Company” and similar words refers to Universal Safety Products, Inc. and Subsidiaries.
FORWARD-LOOKING STATEMENTS
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, and with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “2026 Annual Report”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in the 2026 Annual Report.
OVERVIEW
We are engaged in the marketing and distribution of safety and security products. The accompanying condensed consolidated financial statements present our sales and other operating results for the three-month periods ended June 30, 2026 and 2025.
Historically, our products consisted primarily of smoke alarms, carbon monoxide alarms and related products. On October 31, 2024, we entered into an Asset Purchase Agreement with Feit Electric Company, Inc. (“Feit”), pursuant to which Feit agreed to acquire the smoke alarm and carbon monoxide alarm portion of our business, together with certain intangible assets, including the trade names Universal Security Instruments, Inc. and Universal Electric, Inc. The transaction was approved by the requisite vote of our shareholders at a special meeting held on April 15, 2025, and closed on May 22, 2025. Following the closing, our continuing product operations consist primarily of the importation and marketing of ground fault circuit interrupters (“GFCIs”) and ventilation fans, which we sell to the retail and electrical distribution trades, the latter through our wholly owned subsidiary, Universal Safety Electric, Inc. We continue to explore additional business opportunities intended to drive long-term value for our shareholders.
As part of that effort, in July 2025 we formed Universal DeFi, LLC (“Universal DeFi”), a wholly owned subsidiary, to pursue two lines of business: a tokenization platform, which had not commenced operations as of June 30, 2026, and the operation of licensed nodes and a validator on the Ault Blockchain network. On April 6, 2026, Ault Capital Group, Inc. (“Ault Capital Group”), acting as authorized agent for Ault DAO, LLC, transferred and activated to Universal DeFi 125,000 node licenses and the right to operate one validator, together with the wallet holding the related reward tokens, for no upfront cash consideration. Through these arrangements, Universal DeFi earns AULT tokens (the “AULT Tokens”), the native digital asset of the Ault Blockchain. In consideration of the transfer and delivery of the 125,000 Node Licenses, on June 30, 2026, Universal DeFi entered into a node revenue sharing agreement with Ault Capital Group under which it will pay Ault Capital Group 25% of net proceeds actually received from the sale of AULT Tokens and rewards, retaining the remaining 75%, until cumulative payments to Ault Capital Group total $93,750,000. As of June 30, 2026, AULT Tokens were not being traded on any exchange or other market, and no observable market price or other reliable indicator of fair value existed as of June 30, 2026. Accordingly, we have not recognized any asset or revenue with respect to the node licenses, the validator right or the AULT Tokens earned, and no revenue share liability or expense has been recorded, for the three months ended June 30, 2026. Universal DeFi has generated no revenue to date and expects to continue to incur losses as it develops its operations. See Notes 1, 3 and 10 to the condensed consolidated financial statements for additional information.
We have a history of net operating losses and have financed our operations primarily through issuances of convertible debt. These conditions raise substantial doubt about our ability to continue as a going concern. See “Liquidity and Capital Resources” below and Note 2 to the condensed consolidated financial statements.
Changes in international trade duties and other aspects of international trade policy, both in the United States and abroad, could materially affect the cost of our products. We import all of our products, and as an importer we are subject to numerous tariffs that vary by product type and country of origin, as well as to changes in economic and political conditions in the country of manufacture, potential trade restrictions and currency fluctuations. Substantially all of our safety products are imported from the People’s Republic of China, and certain of these products are currently subject to tariffs of 20%. The imposition and modification of tariffs during the latter half of the fiscal year ended March 31, 2025, and subsequently has increased uncertainty as to the short-term sustainability of importing products from our principal suppliers. If we are unable to import products at a competitive price point, our sales could be adversely affected.
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RESULTS OF OPERATIONS
Three Months Ended June 30, 2026 and 2025
Sales
Net sales for the three months ended June 30, 2026, were $109,559 compared to $3,824,247 for the comparable three months in the prior year, a decrease of $3,714,688, or 97%. As previously discussed, we sold the rights to sell a significant portion of our product line on May 22, 2025. Sales subsequent to this date included only those products that we continue to import and market.
Gross Profit Margin
Gross profit margin is calculated as net sales less cost of goods sold expressed as a percentage of net sales. Our gross profit margin was 8.3% and 18.2% of sales for the quarters ended June 30, 2026, and 2025, respectively. Gross margins were negatively impacted in the quarters ended June 30, 2026 and 2025, primarily due to tariffs, the mix of products sold due to the previously discussed sale of a portion of our business, and higher freight costs.
Expenses
Selling, general and administrative expenses were $743,823 for the three months ended June 30, 2026, and $1,113,303 for the comparable three months in 2025. Although these expenses decreased in absolute dollars, as a percentage of net sales they increased to 679% for the three-month period ended June 30, 2026, from 29.1% for the 2025 period. This increase as a percentage of net sales is primarily attributable to the substantial decline in net sales following the sale of our rights to a significant product line in May 2025, while certain selling, general and administrative expenses, including fixed and recurring corporate and administrative costs, and costs associated with exploring strategic alternatives to our existing business, remain in place and do not decline proportionately with sales.
Engineering and Product Development
Engineering and product development expenses were $1,367 and $112,007 for the three-month periods ended June 30, 2026 and 2025, respectively. The decreased expenses were primarily due to the previously discussed sale of a significant portion of our business.
Interest (Expense) Income
Interest expense of $75,527 was recognized during the quarter ended June 30, 2026, compared to interest income of $3,828 for the quarter ended June 30, 2025. Interest expense is primarily related to the convertible debt issued and the amortization of the related original issuance discounts during the quarter ended June 30, 2026, as compared to the corresponding period of the prior year during which there were no notes issued and interest income was highly dependent upon the total amounts borrowed from the Factor coupled with interest rates during the period.
Change in Fair Value of Derivative Liabilities
The Company recognized income of $150,635 from the change in fair value of derivative liabilities during the quarter ended June 30, 2026, compared to $0 for the quarter ended June 30, 2025. The derivative liabilities represent the conversion features embedded in the 2026 and 2025 convertible notes, which are bifurcated from the host debt instruments and measured at fair value using a Monte Carlo simulation and the binomial valuation models. The income recognized reflects the decrease in the fair value of these derivative liabilities between April 1, 2026 and June 30, 2026.
Gain on Sale of Assets
For the three-month period ended June 30, 2025, we reported a gain on the sale of assets previously held for sale in the amount of $2,820,668. The purchase price of approximately $4,955,000 was reduced by the basis of the assets held for sale amounting to approximately $1,682,000 and by certain customary costs associated with the sale, including commissions and consulting fees amounting to approximately $453,000.
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Net (Loss) Income
We reported a net loss of $662,086 for the quarter ended June 30, 2026, compared to net income of $1,810,321 for the corresponding quarter of the prior fiscal year, a $2,472,407 or 137% decrease in net income. The primary reason for the decrease in the net income is our sale of a significant portion of its business, as previously discussed, resulting in a gain on the sale of $2,820,668 during the prior year period.
Operating activities used cash of $687,805 for the three months ended June 30, 2026, driven primarily by our net loss for the period, which reflects the sale of a portion of our business, as previously discussed, and the legal and organizational costs of building Universal DeFi as a new venture.
Operating activities provided cash of $1,070,173 for the three months ended June 30, 2025. This was primarily due to a decrease in accounts receivable and amounts due from factor of $1,579,321, a decrease in inventories and prepaid expenses of $3,768,052, net income of $1,810,321, a decrease in deferred tax assets of $361,000, offset by a decrease in accounts payable and accrued expenses of $1,945,916 and the gain on sale of asset of $2,820,668. Operating cash flow amounts for the three months ended June 30, 2025 reflect the reclassification described in Note 3 to the condensed consolidated financial statements.
Investing activities for the three months ended June 30, 2026 used $45,401 cash for the purchase of property, plant and equipment. Investing activities for the three months ended June 30, 2025 provided cash from the sale of assets, net of the payment of related liabilities, of $4,502,605. Investing cash flow amounts for the three months ended June 30, 2025 reflect the reclassification described in Note 3 to the condensed consolidated financial statements.
Financing activities provided net cash of $970,000 during the three months ended June 30, 2026. This reflects the issuance of convertible debt of $1,060,000, less the original issue discount of $60,000 and debt issuance expenses of $30,000. Financing activities used cash of $2,100,458 during the three months ended June 30, 2025, which was comprised of repayments net of advances from the Factor.
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN
As of June 30, 2026, we had cash and cash equivalents of $3.7 million, working capital of $3.4 million and a history of net operating losses for each of the three-month periods during the last year. We have financed our operations primarily through issuances of convertible debt. These conditions raise substantial doubt about our ability to continue as a going concern for at least one year after the date that the condensed consolidated financial statements are issued.
Our ability to continue as a going concern is dependent on our ability to generate cash flows from operations and find additional sources of funding through either equity offerings, debt financings, or a combination of any such transactions.
Our contractual cash requirements have not changed materially since we filed our Form 10-K for the fiscal year ended March 31, 2026.
In June 2026, we entered into a securities purchase agreement providing for the sale of convertible notes in an aggregate principal amount of up to $10,600,000. During the three months ended June 30, 2026, we closed the first tranche, which consisted of the issuance of a note with a principal amount of $1,060,000, for cash proceeds of $970,000 net of an original issue discount of $60,000 and issuance costs of $30,000. The closing of the remaining tranches is subject to various contingencies, some of which are outside our control, and there is no assurance that the additional funding will be available when needed or that we will be able to obtain other financing on terms acceptable to us, if at all.
CRITICAL ACCOUNTING POLICIES
In the notes to the consolidated financial statements, and in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K, we have disclosed those accounting policies that we consider to be significant in determining our results of operations and financial condition. There have been no material changes to those policies that we consider to be significant since the filing of our Form 10-K. The accounting principles used in preparing our unaudited condensed consolidated financial statements conform in all material respects to accounting principles generally accepted in the United States of America.
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Because we are a smaller reporting company, we are not required to provide the information otherwise required under this Item.
ITEM 4.CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain a system of disclosure controls and procedures (as such item is defined in Rules 13a – 15(e) and 15d – 15(e) of the Exchange Act) that is designed to provide reasonable assurance that information, which is required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management in a timely manner. Our Chief Executive Officer and Chief Financial Officer have evaluated this system of disclosure controls and procedures in accordance with applicable Securities and Exchange Commission guidance as of the end of the period covered by this quarterly report and have concluded that disclosure controls and procedures were not effective because the Company has not yet completed its remediation of the material weaknesses previously identified and disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, the end of its most recent fiscal year.
A material weakness is a control deficiency or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following material weaknesses:
A material weakness arose with respect to a lack of segregation of duties relating to substantially all accounting functions including review controls and account reconciliation over significant transaction classes inclusive of the income tax provision, lack of documentation to support journal entries, lack of proper IT general controls, incomplete footnote disclosures, and resulting in material audit adjustments.
A material weakness arose in managements controls surrounding complex financial instruments which include the evaluation of the fair value of the convertible debentures and the related derivative component of convertible debentures, in conjunction with the August 13, 2025 and September 25, 2025 note transactions upon inception and at March 31, 2026, and the calculation of stock option expense which required a material adjustment during the review of Form 10-K for the year ended March 31, 2026.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended June 30, 2026.
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PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
From time to time, the Company is involved in various lawsuits and legal matters. It is the opinion of management, based on the advice of legal counsel, that these matters will not have a material adverse effect on the Company’s financial statements.
ITEM 1A.RISK FACTORS
Because we are a smaller reporting company, we are not required to provide the information otherwise required under this Item.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
None of the Company’s directors and officers
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ITEM 6.EXHIBITS
Exhibit Number | | Description | ||
2.1 |
| |||
2.2 |
| |||
3.1 |
| |||
3.2 |
| |||
3.3 |
| |||
3.4 |
| |||
3.5 |
| |||
10.1 | ||||
10.2 | ||||
10.3 | ||||
31.1* |
| Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | ||
31.2* |
| Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | ||
32.1** |
| |||
101.INS* |
| Inline XBRL Taxonomy Extension Schema Document. |
| |
101.SCH* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| |
101.CAL* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||
101.DEF* |
| Inline XBRL Taxonomy Extension Label Linkbase Document. | ||
101.LAB* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||
101.PRE* |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||
104 |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||
* | Filed herewith |
** | Furnished herewith |
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SIGNATURES
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 thereunto duly authorized.
UNIVERSAL SAFETY PRODUCTS, INC. | ||
(Registrant) | ||
| ||
Date: August 14, 2026 | By: | /s/ Harvey B. Grossblatt |
Harvey B. Grossblatt | ||
Chief Executive Officer (Principal Executive Officer) | ||
By: | /s/ James B. Huff | |
James B. Huff | ||
Chief Financial Officer (Principal Accounting Officer) | ||
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