UUU 8-K
Universal Safety Products, Inc. (UUU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 5.03 | Amendments to Articles of Incorporation; Change in Fiscal Year. |
On August 7, 2026, Universal Safety Products, Inc., a Maryland corporation (the “Company”) filed articles of amendment (the “Articles of Amendment”) to its Articles of Incorporation (the “Articles of Incorporation”), with the Maryland State Department of Assessments and Taxation (the “SDAT”), to (i) effectuate an increase to the number of authorized shares of its common stock, par value $0.01, to 525,000,000 from 20,000,000 (the “Authorized Increase”) and (ii) eliminate super-majority voting requirements (the “Super-Majority Voting Elimination”). As a result of the Super-Majority Voting Elimination, future amendments to the Articles of Incorporation will require the affirmative vote from the holders of a majority of all votes entitled to be cast on the matter.
The Authorized Increase and Super-Majority Voting Elimination were approved by the Company’s board of directors, subject to stockholder approval, on June 12, 2026, and approved by a super-majority vote of the stockholders of the Company at its July 31, 2026 Special Meeting of Shareholders. The Articles of Amendment become effective when the SDAT accepts the filing for record.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment, dated August 7, 2026. | |
| 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). |
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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: August 7, 2026 | /s/ Harvey B. Grossblatt |
| Harvey B. Grossblatt | |
| President and Chief Executive Officer |
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Exhibit 3.1
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
UNIVERSAL SAFETY PRODUCTS, INC.
Universal Safety Products, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Corporation”), hereby certifies to the Maryland State Department of Assessments and Taxation as follows:
FIRST: The charter of the Corporation is hereby amended by striking out in its entirety Article FIFTH of the Articles of Incorporation and substituting the following:
“FIFTH: The total number of shares of stock of all classes which the Corporation has authority to issue is Five Hundred Twenty-Five Million (525,000,000), with a par value of one cent ($0.01) per share, having an aggregate par value of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000).”
SECOND: The charter of the Corporation is hereby amended by adding the following new Article ELEVENTH after Article TENTH thereof:
“ELEVENTH: Notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.”
THIRD: The foregoing amendments to the Charter of the Corporation were duly approved and declared advisable by the Board of Directors of the Corporation and approved by the Stockholders of the Corporation.
FOURTH: (a) The total number of shares of all classes of stock of the Corporation heretofore authorized before the amendment, and the number and par value of the shares of each class are as follows:
Twenty Million (20,000,000), with a par value of one cent ($0.01) per share, having an aggregate par value of Two Hundred Thousand Dollars ($200,000).
(b) The total number of shares of all classes of stock of the Corporation, as increased by the amendment, and the number and par value of the shares of each class are as follows:
Five Hundred Twenty-Five Million (525,000,000), with a par value of one cent ($0.01) per share, having an aggregate par value of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000).
(c) The authorized capital stock of the Corporation is not divided into classes.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary, as of the 7th day of August, 2026. Each of the undersigned officers of the Corporation acknowledges, under the penalties of perjury, that these Articles of Amendment are the corporate act of the Corporation and that the matters and facts set forth herein with respect to authorization and approval are true in all material respects, to the best of his or her knowledge, information and belief.
| ATTEST: | UNIVERSAL SAFETY PRODUCTS, INC. | ||
| /s/ James B. Huff | By: | /s/ Harvey B. Grossblatt | |
| James B. Huff, Secretary | Harvey B. Grossblatt, President | ||