Universal Safety Products: amends securities purchase agreement for up to $2,650,000 principal

What happened

• Universal Safety Products filed an 8-K reporting that on Oct 9, 2026 it entered into an amended and restated Securities Purchase Agreement with SJC Lending LLC to sell convertible promissory notes in the aggregate principal amount of up to $2,650,000 for a total purchase price of up to $2,500,000.
• The A&R Agreement provides for three tranche closings. The initial tranche occurred on the Initial Closing Date (Jun 12, 2026) with a Convertible Note having a principal face amount of $1,060,000 sold for a purchase price of $1,000,000; the second tranche occurred on Jul 29, 2026 with a Convertible Note having a principal face amount of $530,000 sold for a purchase price of $500,000; the third tranche will consist of a Convertible Note having a principal face amount of $1,060,000 for a purchase price of $1,000,000 to be completed within thirty days after the SEC declares a registration statement registering for resale the shares issuable on conversion.

Key details

• Convertible notes accrue interest at 8% per annum, increase to 20% per annum upon an event of default, mature one year after issuance, and the first two notes were issued with a 6% original issue discount.
• Conversion price equals the greater of $1.00 and 80% of the lowest five-day VWAP prior to conversion, subject to a $10.00 per share cap; issuance of Conversion Shares is limited so that aggregate conversions do not exceed 19.99% of Common Stock outstanding as of the Initial Closing Date without new stockholder approval.
• The A&R Agreement grants SJC an Additional Investment Right to purchase an additional $2,650,000 of notes for $2,500,000 within three months after the Final Closing, with the right repeatable until SJC has purchased an aggregate of $10,600,000 or elects not to exercise the right.
• Covenants include a prohibition on the Company entering into variable rate transactions from the Initial Closing Date until the earlier of the notes no longer being outstanding or one year, and a one-year right of first refusal for SJC on future equity offerings.

Why it may matter

• The filing was made under Item 1.01 (entry into a material definitive agreement), Item 2.03 (creation of a direct financial obligation), and Item 3.02 (unregistered sales of equity securities), reflecting the amended financing terms, the new debt obligation, and the convertible securities offered.
• The filing does not show why the insider traded or why the company acted.