{"url_path":"/sec/uuu/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/102109/0001104659-26-073513-index.html","accession_number":"0001104659-26-073513","cik":"0000102109","ticker":"UUU","issuer_name":"UNIVERSAL SAFETY PRODUCTS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/102109/0001104659-26-073513-index.html","primary_entity_key":"0000102109","primary_entity_name":"UNIVERSAL SAFETY PRODUCTS, INC."},"word_count":1090,"has_tables":true,"body_markdown":"** **\n\n****\n\n**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn June 12, 2026 (the “**Execution Date**”),\nUniversal Safety Products, Inc., a Maryland corporation (the “**Company**”) entered into a Securities Purchase Agreement\n(the “**Agreement**”) with SJC Lending LLC, a Delaware limited liability company (“**SJC**”), pursuant to\nwhich the Company agreed to sell to SJC convertible promissory notes in the aggregate principal amount of up to $10,600,000 (the “**Convertible\nNotes**”) for a total purchase price of up to $10.0 million dollars (the “**Loan**”),\n\n \n\nThe consummation of the transactions contemplated\nby the Agreement, specifically the conversion of the Convertible Notes in an aggregate number in excess of 19.99% of the number of shares\nof the Company’s common stock, par value $0.01 per share (the “**Common Stock**”) on the Execution Date, are subject\nto various customary closing conditions as well as regulatory and Stockholder Approval (as hereinafter defined).\n\n \n\nThe material terms of the Agreement and the Convertible\nNotes are summarized below.\n\n \n\nDescription of the Agreement\n\n \n\nThe Agreement provides that the Loan shall be\nconducted through eleven (11) separate tranche closings, provided, however, that SJC has the ability, exercisable in its sole discretion,\nto purchase any principal face amount of Convertible Notes prior to the dates of the tranche closings provided for in the Agreement. Pursuant\nto the Agreement, the initial tranche closing, which occurred on the Execution Date, consisted of the issuance of a Convertible Note to\nSJC in the principal face amount of $1,060,000, for a purchase price of One Million Dollars ($1,000,000).\n\n \n\nPursuant to the Agreement, upon the filing by\nthe Company with the Securities and Exchange Commission (the “**SEC**”) of a registration statement (the “**Registration\nStatement**”) registering for resale under the Securities Act of 1933, as amended (the “**Securities Act**”) the\nshares of Comon Stock issuable upon conversion of the Convertible Notes, SJC shall be required to purchase a Convertible Note in the principal\nface amount of $530,000, for a purchase price of Five Hundred Thousand Dollars ($500,000).\n\n \n\nPursuant to the Agreement, upon the SEC declaring\nthe Registration Statement effective, subject to Stockholder Approval having been obtained, SJC shall be required to purchase a Convertible\nNote in the principal face amount of $530,000, for a purchase price of Five Hundred Thousand Dollars ($500,000). On each of the eight\nmonthly anniversaries of the date of effectiveness of the Registration Statement, subject to Stockholder Approval having been obtained,\nSJC shall be required to purchase a Convertible Note in the principal face amount of $1,060,000, for a purchase price of One Million Dollars\n($1,000,000).\n\n \n\nCommencing on the Execution Date and continuing\nfor a period of ninety (90) days thereafter, neither the Company nor any subsidiary thereof shall issue, enter into any agreement to issue\nor announce the issuance or proposed issuance of any shares of Common Stock or instruments convertible into, exercisable or exchangeable\nfor such shares of Common Stock, with certain exceptions.\n\n \n\nAdditionally, commencing on the Execution Date\nand continuing until the earlier of (i) such date when the Convertible Notes are no longer outstanding or (ii) one (1) year thereafter,\nthe Company shall be prohibited from entering into a variable rate transaction.\n\n \n\nFrom the Execution Date and continuing until the\ndate 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\nindividual or entity for each and every future public or private equity offering, including a debt instrument convertible into equity\nof the Company during such period.\n\n \n\nThe Agreement contains customary representations,\nwarranties and agreements by the Company, obligations of the parties, termination provisions and closing conditions. The representations,\nwarranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely\nfor the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.\n\n* *\n\n**Description of Convertible Notes**\n\n \n\nThe first Convertible\nNote, which was issued to SJC on the Execution Date, has a principal face amount of $1,060,000 and was issued with an original issue discount\nof six percent (6%). The second through eleventh Convertible Notes will be issued as described above under “Description of the Agreement”.\nThe Convertible Notes accrue interest at the rate of 8% per annum, unless an event of default (as defined in the Convertible Notes) occurs,\nat which time the Convertible Notes would accrue interest at 20% per annum. The Convertible Notes will mature on the first anniversary\nof issuance. The Convertible Notes are convertible into shares (the “**Conversion Shares**”) of the Company’s Common\nStock at any time after NYSE American approval of the Supplemental Listing Application (the “**SLAP**”) at a conversion\nprice (the “**Conversion Price**”) equal to the greater of (i) $1.00 (the “**Floor Price**”), which Floor\nPrice shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 80% of\nthe lowest VWAP (as defined in the Convertible Notes) of the Common Stock during the five (5) trading days immediately prior to the date\nof conversion into shares of Common Stock, but not greater than $10.00 per share.\n\n \n\n2\n\n \n\n \n\nThe\nCompany may not issue Conversion Shares to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding\n19.99% of the total shares of Common Stock issued and outstanding as of the Execution Date, in accordance with the rules and regulations\nof the NYSE American (the “**Exchange**”) unless the Company first obtains stockholder approval (the “**Stockholder\nApproval**”). Pursuant to the Agreement and as required by the Exchange, the Company agreed to file a proxy statement to obtain\nthe Stockholder Approval.\n\n  \n\nThe Convertible Notes\ncontain standard and customary events of default including, but not limited to, failure to pay amounts due under the Convertible Notes\nwhen required, failure to deliver Conversion Shares when required, default in covenants and bankruptcy events.\n\n \n\nThis Current Report on\nForm 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,\nsolicitation or sale of the Conversion Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of such state.\n\n \n\nThe foregoing descriptions\nof the Agreement, the Convertibles Notes and the transactions contemplated thereby do not purport to be complete and are qualified in\ntheir entirety by reference to the Agreement filed as Exhibit 10.1 and the form of Convertible Notes filed as Exhibit 4.1 hereto\nand are incorporated herein by reference."}