DeFi Capital Markets, Inc.
For the period ended Nov 18, 2026. Filed Oct 20, 2026.
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Nov 18, 2026 · Filed Oct 20, 2026
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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 | ☒ |
|---|---|
| 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)) |
| ☒ | 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):
| ☒ | 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. |
October 20, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of DeFi Capital Markets, Inc. (“DeFi Capital” or the “Company”), formerly known as Universal Safety Products, Inc. The Annual Meeting will be held on November 18, 2026 at 12:00 p.m. ET. The Annual Meeting will be held in a virtual meeting format only. You can attend the Annual Meeting online and vote your shares electronically during the Annual Meeting by visiting meetnow.global/MY4NSRH. You will not be able to attend the Annual Meeting in person.
Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.
The agenda for this Annual Meeting includes (i) the election of two (2) Class I directors, (ii) the ratification of the appointment of CBIZ CPAs P.C. as DeFi Capital’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) the approval of an amendment to the Company’s Articles of Incorporation (the “Articles”) to authorize 25 million shares of black check preferred stock, (iv) the approval of an amendment to the Articles to authorize 25 million shares of class B common stock, (v) the approval of the issuance by the Company of additional shares of common stock underlying convertible notes issued or issuable pursuant to an amended and restated Securities Purchase Agreement dated October 9, 2026, and (vi) the approval of one or more adjournments of the Meeting to later dates or times to allow the Company additional time to further solicit votes.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, please carefully review the Proxy Statement and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, or by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet in advance of the Annual Meeting or by telephone or proxy card will not affect your right to vote during the Annual Meeting if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet in advance of the Annual Meeting if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.
We hope that you will join us on November 18, 2026. Your continuing interest in DeFi Capital is very much appreciated.
Sincerely,
/s/ Harvey B. Grossblatt
Harvey B. Grossblatt
Chief Executive Officer
You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote by telephone, through the Internet or by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are printed on your proxy card and included in the accompanying Proxy Statement. If you participate virtually in the Annual Meeting, you may vote at that time, even if you previously submitted your vote. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.
(410) 363-3000
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Time | 12:00 p.m., Eastern time |
| Date | Wednesday, November 18, 2026 |
| Virtual Meeting | The Annual Meeting will be a virtual meeting through which you can listen to the meeting and vote online. To access the virtual meeting please click the Virtual Stockholder Meeting link: meetnow.global/MY4NSRH. 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. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. |
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| Purpose | (1) | To elect two (2) nominees to serve on Board of Directors (the “Board”) of DeFi Capital Markets, Inc. (the “Company”) as Class I directors for a term of three (3) years ending at the annual meeting of stockholders to be held in 2029 and until their successors are duly elected and qualified. |
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| (2) | To ratify the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| (3) | To approve, an amendment of our Articles of Incorporation (the “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 Board from time to time. |
| (4) | To approve, an amendment of our Articles to authorize 25,000,000 shares of class B common stock. |
| (5) | 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 Amended and Restated Securities Purchase Agreement dated October 9, 2026. |
| (6) | 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. |
| (7) | To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
These items of business are more fully described in the Proxy Statement accompanying this notice.
| Record Date | The Board of Directors has fixed the close of business on October 20, 2026 (the “Record Date”) as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting. |
A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder of record for purposes germane to the Annual Meeting for a period of ten (10) days prior to the Annual Meeting. Please contact the Secretary of the Company to make arrangements to inspect the list. In addition, during the Annual Meeting, that list of stockholders will be available for examination by any stockholder of record.
By order of the Board of Directors,
/s/ Harvey B. Grossblatt
Harvey B. Grossblatt
Chief Executive Officer
Owings Mills, MD
October 20, 2026
Important Notice Regarding the Availability of Proxy Materials for the DeFi Capital 2026 Annual Meeting of Stockholders to Be Held on November 18, 2026. This Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement are available on the Internet atwww.envisionreports.com/DCM for registered holders andhttp://www.edocumentview.com/DCM for street holders.
| TABLE OF CONTENTS | |
|---|---|
| Page | |
| GENERAL INFORMATION | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 6 |
| General | 6 |
| Information about the Nominees | 6 |
| Information about Class II Director Continuing in Office Until the 2027 Annual Meeting of Stockholders | 7 |
| Information about Class III Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders | 7 |
| Involvement in Certain Legal Proceedings | 7 |
| Family Relationships | 8 |
| Board Independence | 9 |
| Board Meetings and Attendance | 9 |
| Board Committees | 9 |
| Board Nominations | 10 |
| Leadership Structure and Risk Oversight | 10 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 10 |
| Code of Ethics | 10 |
| Stockholder Communications with Our Board of Directors | 10 |
| Director Compensation | 11 |
| Vote Required | 11 |
| Our Recommendation | 11 |
| PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 12 |
| Independent Registered Public Accounting Firm Fees | 12 |
| Pre-Approval Policy | 12 |
| Review of the Company’s Audited Financial Statements for the Fiscal Year Ended March 31, 2026 | 12 |
| Report of the Audit Committee of the Board of Directors | 13 |
| Vote Required | 13 |
| Our Recommendation | 13 |
| PROPOSAL NO. 3: 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 | 14 |
| Overview | 14 |
| Potential Advantages of the Preferred Stock Authorization | 14 |
| Potential Disadvantages of the Preferred Stock Authorization | 14 |
| Anti-Takeover Effects | 15 |
| No Dissenters’ or Appraisal Rights | 15 |
| Vote Required | 15 |
| Our Recommendation | 15 |
| PROPOSAL NO. 4: APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO CREATE A NEW CLASS OF COMMON STOCK | 16 |
| Overview | 16 |
| Class B Common Stock | 16 |
| Reasons for the Creation of the Class B Common Stock | 16 |
| Potential Disadvantages of the Class B Common Stock Authorization | 17 |
| Anti-Takeover Effects | 18 |
| No Dissenters’ or Appraisal Rights | 18 |
| Vote Required | 18 |
| Our Recommendation | 18 |
| PROPOSAL NO. 5: APPROVAL, PURSUANT TO NYSE AMERICAN LISTING RULE 713(a), OF THE CONVERSION OF THE CONVERTIBLE NOTES | 19 |
| Description of the SPA | 19 |
| Description of the Convertible Notes | 19 |
| Stockholder Approval Requirement | 20 |
| Reasons for Transaction | 20 |
| Effect on Current Stockholders; Dilution | 20 |
| Vote Required | 21 |
| Our Recommendation | 21 |
| 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 | 22 |
i
| Overview | 22 |
|---|---|
| Consequences if the Adjournment Proposal is Not Approved | 22 |
| Vote Required | 22 |
| Our Recommendation | 22 |
| INFORMATION ABOUT THE EXECUTIVE OFFICERS | 23 |
| Executive Officers | 23 |
| Involvement in Certain Legal Proceedings | 23 |
| EXECUTIVE COMPENSATION | 24 |
| Summary Compensation Table | 24 |
| Employment Agreements | 24 |
| CEO Pay Ratio | 25 |
| Pay Versus Performance | 26 |
| Policies on Ownership, Insider Trading, 10b5-1 Plans and Hedging | 26 |
| Outstanding Equity Awards at Fiscal Year End | 27 |
| Incentive Compensation Plans | 27 |
| Equity Compensation Information | 30 |
| Limitation on Liability and Indemnification Agreements | 30 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 32 |
| HOUSEHOLDING OF PROXY MATERIALS | 33 |
| PROPOSALS OF STOCKHOLDERS FOR THE 2027 ANNUAL MEETING | 33 |
| OTHER MATTERS | 34 |
| ANNEX A – CERTIFICATE OF AMENDMENT FOR PREFERRED STOCK AUTHORIZATION | A-1 |
| ANNEX B – CERTIFICATE OF AMENDMENT FOR CLASS B COMMON STOCK AUTHORIZATION | B-1 |
ii
(410) 363-3000
DEFINITIVE PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 18, 2026
AT 12:00 P.M. ET
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.