UNIVERSAL SAFETY PRODUCTS, INC.
For the period ended Jul 31, 2026. Filed Jun 23, 2026.
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Jul 31, 2026 · Filed Jun 23, 2026
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DEF 14A 1 tm2617767d2_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 July 31, 2026
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 July 31, 2026 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/MCMRYUQ. 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 525,000,000 (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 25,000,000 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, 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 Notes issued or issuable pursuant to the Securities Purchase Agreement dated June 12, 2026 (the “PIPE Proposal”); and |
| · | To approve one or more adjournments of the Meeting to later dates or times, 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 June 15, 2026, 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 June 30, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Meeting of Stockholders to be held on July 31,2026:
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
June 23, 2026
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 525,000,000 | 7 |
| Overview | 7 |
| Outstanding Shares and Purpose of the Amendment | 7 |
| Rights of Additional Authorized Shares | 7 |
| Potential Anti-Takeover Effects | 8 |
| Risks of Not Approving This Proposal | 8 |
| No Dissenters’ or Appraisal Rights | 8 |
| Required Vote and Board Recommendation | 8 |
| 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 | 9 |
| Overview | 9 |
| Potential Advantages of the Preferred Stock Authorization | 9 |
| Potential Disadvantages of the Preferred Stock Authorization | 9 |
| Anti-Takeover Effects | 10 |
| No Dissenters’ or Appraisal Rights | 10 |
| Required Vote and Board Recommendation | 10 |
| PROPOSAL NO. 3: APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO CREATE A NEW CLASS OF COMMON STOCK | 11 |
| Overview | 11 |
| Class B Common Stock | 11 |
| Reasons for the Creation of the Class B Common Stock | 11 |
| Potential Disadvantages of the Class B Common Stock Authorization | 12 |
| Anti-Takeover Effects | 12 |
| No Dissenters’ or Appraisal Rights | 12 |
| Required Vote and Board Recommendation | 12 |
| PROPOSAL NO. 4: APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS | 13 |
| Overview | 13 |
| Rationale for the Voting Rights Amendment | 13 |
| No Dissenters’ or Appraisal Rights | 13 |
| Required Vote and Board Recommendation | 14 |
| PROPOSAL NO. 5: APPROVAL, PURSUANT TO NYSE AMERICAN LISTING RULE 713(a), OF THE CONVERSION OF THE CONVERTIBLE NOTES | 15 |
| Description of the SPA | 15 |
| Description of the Convertible Notes | 15 |
| Stockholder Approval Requirement | 16 |
| Reasons for Transaction | 16 |
| Effect on Current Stockholders; Dilution | 16 |
| Required Vote and Board Recommendation | 17 |
| PROPOSAL NO. 6: APPROVAL TO ADJOURN THE MEETING TO LATER DATES OR TIMES, 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 | 18 |
| Overview | 18 |
| Consequences if the Adjournment Proposal is Not Approved | 18 |
| Required Vote and Board Recommendation | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
| OTHER BUSINESS | 20 |
| 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 – PROXY CARD | E-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 JULY 31, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.