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): October 9, 2026

UNIVERSAL SAFETY PRODUCTS, INC. 

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On October 9, 2026, Universal Safety Products, Inc., a Maryland corporation (the “Company”) entered into an amended and restated Securities Purchase Agreement (the “A&R Agreement”) with SJC Lending LLC, a Delaware limited liability company (“SJC”). The A&R Agreement amends and restates the Securities Purchase Agreement between the Company and SJC (the “Original Agreement”) that was entered into on June 12, 2026 (the “Initial Closing Date”). Pursuant to the A&R Agreement, the Company agreed to sell to SJC convertible promissory notes in the aggregate principal amount of up to $2,650,000 (the “Convertible Notes”) for a total purchase price of up to $2.5 million dollars (the “Loan”).

The consummation of the transactions contemplated by the A&R Agreement, specifically the conversion of the Convertible Notes in an aggregate number in excess of 19.99% of the number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) on the Initial Closing Date, are subject to various customary closing conditions as well as regulatory and Stockholder Approval (as hereinafter defined).

The material terms of the A&R Agreement and the Convertible Notes are summarized below.

Description of the A&R Agreement

The A&R Agreement provides that the Loan shall be conducted through three (3) separate tranche closings, provided, however, that SJC has the ability, exercisable in its sole discretion, to purchase any principal face amount of Convertible Notes prior to the dates of the tranche closings provided for in the A&R Agreement. Pursuant to the A&R Agreement, the initial tranche closing, which occurred on the Initial Closing Date, consisted of the issuance of a Convertible Note to SJC in the principal face amount of $1,060,000, for a purchase price of One Million Dollars ($1,000,000) and the second tranche closing, which occurred on July 29, 2026, consisted of the issuance of a Convertible Note to SJC in the principal face amount of $530,000, for a purchase price of Five Hundred Thousand Dollars ($500,000).

Pursuant to the A&R Agreement, within thirty (30) days after the SEC declares a registration statement registering for resale under the Securities Act of 1933, as amended (the “Securities Act”) the shares of Comon Stock issuable upon conversion of the Convertible Notes, SJC shall be required to complete the third and final tranche by purchasing a Convertible Note in the principal face amount of $1,060,000, for a purchase price of One Million Dollars ($1,000,000) (the “Final Closing”).

Pursuant to the A&R Agreement, at any time on or prior to the three month anniversary of the Final Closing, SJC shall have the right to purchase an additional $2,650,000 of convertible promissory notes from the Company for $2.5 million in cash, on the same terms and conditions as contained in the A&R Agreement and the other transaction documents (the “Additional Investment Right”). If SJC exercises its Additional Investment Right granted under the A&R Agreement, the new documents shall also contain an additional investment right on the same terms and conditions as contained in the A&R Agreement, until the earlier of (i) such time as SJC has purchased an aggregate of $10,600,000 of convertible promissory notes issued by the Company or (ii) SJC elects not to exercise its Additional Investment Right.

Additionally, commencing on the Initial Closing Date and continuing until the earlier of (i) such date when the Convertible Notes are no longer outstanding or (ii) one (1) year thereafter, the Company shall be prohibited from entering into a variable rate transaction.

From the Initial Closing Date and continuing until the date that is one (1) year therefrom, SJC shall have a right of first refusal with respect to any investment proposed to be made by any individual or entity for each and every future public or private equity offering, including a debt instrument convertible into equity of the Company during such period.

The A&R Agreement contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions and closing conditions. The representations, warranties and covenants contained in the A&R Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

Description of Convertible Notes

The first Convertible Note, which was issued to SJC on the Initial Closing Date, has a principal face amount of $1,060,000 and was issued with an original issue discount of six percent (6%). The second Convertible Note, which was issued to SJC on July 29, 2026, has a principal face amount of $530,000 and was issued with an original issue discount of six percent (6%). The third and final Convertible Note will be issued as described above under “Description of the A&R Agreement”. The Convertible Notes accrue interest at the rate of 8% per annum, unless an event of default (as defined in the Convertible Notes) occurs, at which time the Convertible Notes would accrue interest at 20% per annum. The Convertible Notes will mature on the first anniversary of issuance. The Convertible Notes are convertible into shares (the “Conversion Shares”) of the Company’s Common Stock at any time after NYSE American approval of the Supplemental Listing Application (the “SLAP”) at a conversion price (the “Conversion Price”) equal to the greater of (i) $1.00 (the “Floor Price”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 80% of the lowest VWAP (as defined in the Convertible Notes) of the Common Stock during the five (5) trading days immediately prior to the date of conversion into shares of Common Stock, but not greater than $10.00 per share.

The Company may not issue Conversion Shares to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding 19.99% of the total shares of Common Stock issued and outstanding as of the Initial Closing Date, in accordance with the rules and regulations of the NYSE American (the “Exchange”) unless the Company first obtains stockholder approval (the “Stockholder Approval”). Although the Company obtained stockholder approval related to Convertible Notes issued or issuable pursuant to the Original Agreement at a special stockholder meeting held on July 31, 2026, since the Company and SJC entered into the A&R Agreement subsequent to the stockholder approval, the Company agreed are seeking a new Stockholder Approval of the terms of the A&R Agreement.

The Convertible Notes contain standard and customary events of default including, but not limited to, failure to pay amounts due under the Convertible Notes when required, failure to deliver Conversion Shares when required, default in covenants and bankruptcy events.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Conversion Shares, nor shall there be any offer, solicitation or sale of the Conversion Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The foregoing descriptions of the A&R Agreement, the Convertibles Notes and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the A&R Agreement filed as Exhibit 10.1 and the form of Convertible Note filed as Exhibit 4.1 hereto and are incorporated herein by reference.

The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The Note described in this Current Report on Form 8-K was offered and issued to SJC in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

* The annexes, schedules, and certain exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

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.

ATTACHMENTS / EXHIBITS

EXHIBIT 4.1

EXHIBIT 10.1

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