Universal Safety Products, Inc. — Form 8-K Summary
Reporting date: October 9, 2026. This filing reports a financing agreement, not periodic operating results.
Business context and reporting period
The Company entered into an amended and restated Securities Purchase Agreement with SJC Lending LLC, replacing the agreement dated June 12, 2026. The arrangement provides for convertible-note financing; the filing does not provide quarterly or annual financial statements.
Financing terms and key financial metrics
- Up to $2.65 million in note principal is contemplated for a total purchase price of up to $2.5 million, through three closings.
- The first two notes have been issued: $1.06 million principal for $1.0 million on June 12, 2026, and $530,000 principal for $500,000 on July 29, 2026. The third note is for $1.06 million principal and $1.0 million purchase price, subject to the stated conditions.
- Notes carry 8% annual interest, increasing to 20% upon an event of default, and mature one year after issuance.
- After NYSE American approval of the Supplemental Listing Application, notes may convert at the greater of $1.00 per share or 80% of the lowest defined VWAP during the preceding five trading days, with a maximum conversion price of $10.00 per share.
- SJC has an additional investment right, exercisable within three months after the final closing, to purchase another $2.65 million of notes for $2.5 million. Further similar rights may continue until SJC has purchased $10.6 million in aggregate note principal or declines to exercise.
The filing does not provide revenue, profit, cash flow, margins, total debt, or liquidity figures, and does not quantify the financing’s effect on those measures.
Material changes and conditions
The amended agreement replaces the June 12 agreement and requires a new stockholder approval for its terms. Stockholders had approved notes under the original agreement on July 31, 2026, but that approval does not satisfy the new requirement, according to the filing. Conversion shares above 19.99% of shares outstanding on the initial closing date require stockholder approval. The final tranche is due within 30 days after the SEC declares effective the resale registration statement covering conversion shares.
Outlook, risks, and unusual terms
- Until the earlier of the notes no longer being outstanding or one year thereafter, the Company is prohibited from entering into a variable-rate transaction.
- For one year from the initial closing, SJC has a right of first refusal on future public or private equity offerings, including debt convertible into equity.
- Note defaults include failures to pay or deliver conversion shares, covenant defaults, and bankruptcy events; default interest is 20% per annum.
- The filing identifies customary closing conditions and states that conversion and related transactions are subject to regulatory and stockholder approval. The notes were issued in an unregistered transaction relying on Securities Act Section 4(a)(2).
No financial guidance or operating outlook is provided.
Important facts for investors to verify
- Whether the resale registration statement becomes effective and the third tranche is funded.
- Whether stockholders approve the amended terms and NYSE American approves the Supplemental Listing Application.
- The amount of notes ultimately funded, any exercise of SJC’s additional investment rights, and resulting dilution under the conversion formula.
- Current cash, debt, liquidity, and ability to meet interest and maturity obligations, which are not disclosed in this filing.