UNIVERSAL SAFETY PRODUCTS, INC.

S-11 tm2526157d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on September 16, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

**REGISTRATION STATEMENT

*UNDER

THE SECURITIES ACT OF 1933*

Universal Safety Products, Inc**.

(Exact name of registrant as specified in its charter)

11407 Cronhill Drive, Suite A

Owings Mills, MD 21117-3586

Tel: (410) 363-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Harvey B. Grossblatt

President and Chief Executive Officer

Universal Safety Products, Inc.

11407 Cronhill Drive, Suite A

Owings Mills, MD 21117-3586

Tel: (410) 363-3000

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

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.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Universal Safety Products, Inc.

Up to 2,750,000 shares of Common Stock Issuable

upon Conversion of Convertible Promissory Notes

This prospectus relates to the resale or other disposition from time to time in one or more offerings of up to 2,750,000 shares (such amount includes the conversion of the principal amount of the Conversion Notes (as defined below), plus any accrued but unpaid interest on such portion of the principal amount) of our common stock, par value $0.01 per share, issuable upon the conversion of convertible promissory notes based upon the minimum conversion price of $1.00 per share (the “Floor Price”), as described in more detail below, to be offered by the Selling Stockholder. The term “Selling Stockholder” refers to the Selling Stockholder named in this prospectus, or certain transferees, assignees or other successors-in-interest that may receive our common stock from the Selling Stockholder. We will not receive any proceeds from the sale of the common stock by the Selling Stockholder.

On August 13, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with SJC Lending LLC, a Delaware limited liability company (“SJC”), pursuant to which SJC has agreed to purchase convertible promissory notes in the aggregate principal amount of up to $2,750,000 (the “Convertible Notes”) for a total purchase price of $2,500,000. The Securities Purchase Agreement provides that the purchase of the Convertible Notes will be made through three separate tranche closings. The first tranche closing, which occurred on August 13, 2025, consisted of the issuance of a Convertible Note to SJC in the principal amount of $1,100,000, for a purchase price of $1,000,000. The second and third tranche closings have yet to occur.

Pursuant to the Securities Purchase Agreement, SJC will be required to purchase the second tranche of Convertible Note in the principal amount of $550,000, for a purchase price of $500,000 on the day following the filing with the Securities and Exchange Commission (“SEC”) of this registration statement registering the resale of the shares of common stock issuable upon conversion of the Convertible Notes (the “Conversion Shares”) under the Securities Act of 1933, as amended (the “Securities Act”).

Following the effective date of this registration statement, subject to obtaining the approval of our stockholders and subsequently the approval of the NYSE American, LLC (the “NYSE American”), SJC will be required to purchase the third tranche of Convertible Note in the principal amount of $1,100,000, for a purchase price of $1,000,000. SJC has agreed to purchase the Convertible Notes in all three tranches pursuant to the Securities Purchase Agreement, provided that SJC has the ability, exercisable in its sole discretion, to purchase any principal amount of Convertible Notes prior to the dates of the tranche closings provided for in the Securities Purchase 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 in excess of $500,000 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 of common stock at any time after the later of the record date for the upcoming dividend or NYSE American approval of the Supplemental Listing Application at a conversion price equal to the greater of (i) $1.00 (the “Floor Price”), which Floor Price will not be adjusted for stock dividends, stock splits, stock combinations or other similar transactions and (ii) 80% of the lowest volume weighted average price, or VWAP, of the common stock during the ten trading days immediately prior to the date of conversion into common stock, but not greater than $10.00 per share. We may not issue Conversion Shares to the extent such issuances would result in an aggregate number of shares of our common stock exceeding 19.99% of the total shares of our common stock issued and outstanding as of the date thereof, in accordance with the rules and regulations of the NYSE American unless we first obtain stockholder approval.

The shares are being registered to satisfy an obligation included in the Securities Purchase Agreement providing for the registration of the Conversion Shares.

The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Our common stock is traded on the NYSE American under the symbol “UUU.” On September 15, 2025, the last reported sales price of the common stock, as reported by NYSE American, was $6.35 per share.

The Selling Stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of our shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” on page 18.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our common stock is highly speculative and involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is _____________, 2025

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