UNIVERSAL SAFETY PRODUCTS, INC.

For the period ended Oct 20, 2025. Filed Sep 17, 2025.

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Oct 20, 2025 · Filed Sep 17, 2025

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DEF 14A 1 tm2526225d1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant	x
Filed by a Party other than the Registrant	¨

Check the appropriate box:
¨	Preliminary Proxy Statement
¨	Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee previously paid with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

DEFINITIVE PROXY STATEMENT

11407 Cronhill Drive, Suite A

Owings Mills, Maryland 21117

Telephone: (410) 363-3000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Virtual Meeting Only – No Physical Meeting Location

To Be Held on October 20, 2025

We cordially invite you to attend the Special Meeting (the “Meeting”) of stockholders of Universal Safety Products, Inc. (the “Company”). In the interest of providing our stockholders with greater access and flexibility to attend the Meeting, notice is hereby given that the location, date and time of the Meeting will be held in a virtual meeting format only on October 20, 2025 at 12:00 P.M. Eastern Time. You will not be able to attend the Meeting in person.

To access the virtual meeting please click the Virtual Stockholder Meeting link: meetnow.global/MKMHAK9. To login to the virtual meeting you have two options: Join as a “Guest” or Join as a “Stockholder.” If you join as a “Stockholder” you will be required to have a control number.

Details regarding logging onto and attending the meeting over the website and the business to be conducted are described in the Proxy Card included with this Proxy Statement.

The Meeting will be held for the following purposes:

·	To approve an amendment to our Articles of Incorporation (the “Articles”) to increase the authorized shares of the Company’s common stock (the “Common Stock”) from 20,000,000 to 220,000,000 (the “Authorized Share Increase Proposal”);

To approve an amendment of our Articles to authorize 25,000,000 shares of preferred stock and to permit the issuance of those 25,000,000 shares of preferred stock with rights and preferences to be determined by the Company’s Board of Directors from time to time (the “Blank Check Preferred Proposal”);

·	To approve an amendment of our Articles to authorize 20,000,000 shares of class B common stock (the “Class B Common Proposal”);

·	To approve an amendment of our Articles to eliminate super-majority voting requirements (the “Voting Rights Proposal”);

·	To approve our 2025 Equity Incentive Plan (the “Incentive Plan Proposal”);

·	To approve, pursuant to Rule 711 of the NYSE American, equity issuances to directors and executive officers of the Company (the “Equity Issuance Proposal”);

·	To approve, for purposes of complying with Rule 713(a) of the NYSE American, the issuance by the Company of additional shares of Common Stock underlying the Company’s Convertible Note issued pursuant to the Securities Purchase Agreement dated August 13, 2025 (the “PIPE Proposal”); and

To approve the adjournment of the Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve other proposals before the Meeting (the “Adjournment Proposal”).

The accompanying proxy statement sets forth additional information regarding the Meeting and provides you with detailed information regarding the business to be considered at the Meeting. We encourage you to read the proxy statement carefully and in its entirety.

Only stockholders of record at the close of business on September 17, 2025, the record date for the Meeting, will be entitled to vote at the Meeting or any adjournments or postponements thereof. The proxy materials will be mailed to stockholders on or about September 21, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Meeting of Stockholders to be held on October 20,2025:

This Notice of Meeting of Stockholders and the accompanying Proxy Statement are available on the Internet at http://www.envisionreports.com/UUU for registered holders and http://www.edocumentview.com/UUU for street holders.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Harvey B. Grossblatt

President and Chief Executive Officer

September 17, 2025

HOW TO VOTE**: Your vote is important. Whether or not you plan to virtually attend the Meeting, we hope you will vote as soon as possible by either (1) mailing your completed and signed proxy card(s) to Universal Safety Products, Inc., 11407 Cronhill Drive, Suite A, Owings Mills, Maryland 21117, Attention: Corporate Secretary, (2) calling the toll-free number printed on your proxy card(s) and following the recorded instructions or (3) visiting the website indicated on your proxy card(s) and following the on-line instructions. You may revoke a previously submitted proxy at any time prior to the Meeting. If you decide to attend the Meeting and wish to change your proxy vote, you may do so automatically by voting at the Meeting.**

TABLE OF CONTENTS

	Page
INFORMATION CONCERNING THE SPECIAL MEETING	1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	2
PROPOSAL NO. 1: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 TO 220,000,000	9
Overview	9
Outstanding Shares and Purpose of the Amendment	9
Rights of Additional Authorized Shares	9
Potential Anti-Takeover Effects	10
Risks of Not Approving This Proposal	10
No Dissenters’ or Appraisal Rights	10
Required Vote and Board Recommendation	10
PROPOSAL NO. 2: APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO AUTHORIZE 25,000,000 SHARES OF PREFERRED STOCK AND TO PERMIT THE ISSUANCE OF THOSE 25,000,000 SHARES OF PREFERRED STOCK WITH RIGHTS AND PREFERENCES TO BE DETERMINED BY THE BOARD FROM TIME TO TIME	11
Overview	11
Potential Advantages of the Preferred Stock Authorization	11
Potential Disadvantages of the Preferred Stock Authorization	11
Anti-Takeover Effects	12
No Dissenters’ or Appraisal Rights	12
Required Vote and Board Recommendation	12
PROPOSAL NO. 3: APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO CREATE A NEW CLASS OF COMMON STOCK	13
Overview	13
Class B Common Stock	13
Reasons for the Creation of the Class B Common Stock	13
Potential Disadvantages of the Class B Common Stock Authorization	14
Anti-Takeover Effects	14
No Dissenters’ or Appraisal Rights	14
Required Vote and Board Recommendation	14
PROPOSAL NO. 4: APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS	15
Overview	15
Rationale for the Voting Rights Amendment	15
No Dissenters’ or Appraisal Rights	16
Required Vote and Board Recommendation	16
PROPOSAL NO. 5: APPROVAL OF THE 2025 STOCK INCENTIVE PLAN	17
Overview	17
Summary of the 2025 Plan	17
Types of Awards	19
New Plan Benefits under the 2025 Plan	22
U.S. Federal Income Tax Considerations	22
Required Vote and Board Recommendation	23
PROPOSAL NO. 6: APPROVAL OF EQUITY ISSUANCES TO DIRECTORS AND EXECUTIVE OFFICERS	24
Terms of the Issuances	24
Why the Company Needs Stockholder Approval	24
Effect of Proposal on Current Stockholders	24
Required Vote and Board Recommendation	24
PROPOSAL NO. 7: APPROVAL, PURSUANT TO NYSE AMERICAN LISTING RULE 713(a), OF THE CONVERSION OF THE CONVERTIBLE NOTES	25
Description of the SPA	25
Description of the Convertible Notes	25
Stockholder Approval Requirement	26
Reasons for Transaction	26
Effect on Current Stockholders; Dilution	26
Required Vote and Board Recommendation	27

PROPOSAL NO. 8: APPROVAL TO ADJOURN THE MEETING TO A LATER DATE OR TIME, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IF, BASED UPON THE TABULATED VOTE AT THE TIME OF THE MEETING, THERE ARE NOT SUFFICIENT VOTES TO APPROVE OTHER PROPOSALS BEFORE THE MEETING	28
Overview	28
Consequences if the Adjournment Proposal is Not Approved	28
Required Vote and Board Recommendation	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29
OTHER BUSINESS	30
ANNEX A – CERTIFICATE OF AMENDMENT FOR AUTHORIZED COMMON STOCK INCREASE	A-1
ANNEX B – CERTIFICATE OF AMENDMENT FOR PREFERRED STOCK AUTHORIZATION	B-1
ANNEX C – CERTIFICATE OF AMENDMENT FOR CLASS B COMMON STOCK AUTHORIZATION	C-1
ANNEX D – CERTIFICATE OF AMENDMENT FOR VOTING RIGHTS AMENDMENT	D-1
ANNEX E – 2025 STOCK INCENTIVE PLAN	E-1
ANNEX F – PROXY CARD	F-1

11407 Cronhill Drive, Suite A

Owings Mills, Maryland 21117

Telephone: (410) 363-3000

DEFINITIVE PROXY STATEMENT

FOR THE MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 20, 2025

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