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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): August 28, 2025
UNIVERSAL SAFETY PRODUCTS, INC.
(Exact name of
registrant as specified in its charter)
| Maryland |
001-31747 |
52-0898545 |
(State or other jurisdiction
of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
11407
Cronhill Drive, Suite A,
Owings Mills, Maryland
21117
(Address of principal executive offices) (Zip Code)
(410)
363-3000
(Registrant’s telephone
number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol (s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
UUU |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
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 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation; Change in Fiscal Year |
On August 28, 2025, the board of directors (the
“Board”) of Universal Safety Products, Inc. (the “Company”) determined that it was in the best interests
of the Company and its stockholders to amend the Bylaws, as previously amended, of the Company (the “Bylaws”), and
by resolution authorized, approved and adopted the First Amendment to the Bylaws, as previously amended of the Company (the “First
Amendment”). The First Amendment became effective immediately upon adoption by the Board.
The only substantive change of the First Amendment
from the Bylaws was to amend Article I, Sections 1 and 2(a) of the Bylaws to allow annual and special meetings of the stockholders of
the Company to be held at any place within or outside the State of Maryland, as well as by means of remote communication as authorized
by the Maryland General Corporation Law.
The foregoing description of the First Amendment
does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, which is attached
hereto as Exhibit 3.1, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 3.1 |
|
First Amendment to the Bylaws. |
| |
|
|
| 101 |
|
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
UNIVERSAL SAFETY PRODUCTS, INC. |
| |
|
|
| Dated: August 29, 2025 |
|
/s/ Harvey B. Grossblatt |
| |
|
Harvey B. Grossblatt |
| |
President and Chief Executive Officer |
