Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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UNIVERSAL SAFETY PRODUCTS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
913821302 (CUSIP Number) |
Kenneth Schlesinger, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 Andrew J. Astore, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 913821302 |
| 1 |
Name of reporting person
JLA Realty Associates, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
992.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 913821302 |
| 1 |
Name of reporting person
SJC Lending, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 913821302 |
| 1 |
Name of reporting person
CASPI STEVEN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,719.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.19 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
UNIVERSAL SAFETY PRODUCTS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
11407 CRONHILL DRIVE, SUITES A-D, OWINGS MILLS,
MARYLAND
, 21117-3586. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends the statement on Schedule 13D originally filed by certain of the Reporting Persons on July 2, 2025, as amended (the "Schedule 13D"), and relates to the Common Stock of Universal Safety Products, Inc. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 5 shall have the meaning assigned to such term in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is amended and restated as follows: The aggregate purchase price of the 992 Shares beneficially owned by JLA were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $(785,916), including brokerage commissions. The 4,727 Shares beneficially owned by SJC consist of Shares received upon conversion of that certain Convertible Promissory Note due August 12, 2026 in original principal amount of $1,100,000 (the "August Convertible Note") and that certain Convertible Promissory Note due September 25, 2026 in original principal amount $1,650,000 (the "September Promissory Note" and together with the August Convertible Note, the "Convertible Notes") The Convertible Notes were acquired by SJC pursuant to a Securities Purchase Agreement (the "SPA") with the Issuer dated August 13, 2025. The Convertible Notes were purchased by SJC under the SPA with working capital. The Convertible Notes convert into Shares at a price equal to the greater of (i) $1.00 per share (the "Floor Price"), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 20% discount to the Company's lowest VWAP (as defined in the Convertible Notes) on any Trading Day (as defined in the Convertible Notes) during the ten Trading Days immediately prior to the date of conversion into Shares, but not greater than $10.00 per share (the "Maximum Price"), which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is amended and restated as follows: The aggregate percentage of Shares reported beneficially owned by the Reporting Persons is based upon 3,028,362 Shares outstanding as of May 15, 2026, which is the total number of Shares outstanding as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2026. As of the date hereof, JLA beneficially owned 992 Shares of the Issuer. Percentage: Less than 1% As of the date hereof, SJC beneficially owned 4,727 Shares of the Issuer. Percentage: Less than 1% As of the date hereof, Mr. Caspi, as the Manager of JLA and SJC, may be deemed to beneficially own the 5,719 Shares beneficially owned in the aggregate by JLA and SJC. Percentage: Less than 1% | |
| (b) | Item 5(b) is amended and restated as follows: (i) JLA: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 992 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 992 (ii) SJC: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,727 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,727 (iii) Mr. Caspi: Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 5,719 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 5,719 | |
| (c) | Item 5(c) is amended and restated as follows: The transactions in the Shares by each of the Reporting Persons since the filing of Amendment No. 4 are set forth in Exhibit 1 and are incorporated herein by reference. | |
| (e) | Item 5(e) is amended and restated as follows: On May 15, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended by adding the following: On May 15, 2026, SJC and Ault Lending entered into Amendment No. 1 to the Purchase Agreement ("Amendment No. 1 to the Purchase Agreement") pursuant to which the parties agreed to amend the Purchase Agreement to provide for an adjustment in the number of Shares to be sold in the second closing under the Purchase Agreement from 200,000 to 185,000, and to make a corresponding change in the principal amount of the Second Closing Note from $1,150,000 to $1,063,750. Other than this change in principal amount, the terms of the Second Closing Promissory Note remained substantially unchanged from the terms of the Second Closing Promissory Note. Also on May 15, 2026, SJC converted in accordance with its terms the September Convertible Note for a number of Shares equal to 185,576. Pursuant to the Purchase Agreement, as amended by Amendment No. 1, the second closing under the Purchase Agreement occurred on May 15, 2026, at which time Ault Lending purchased 185,000 Shares from SJC and issued the Second Closing Promissory Note in a principal amount of $1,063,750. The foregoing descriptions of Amendment No. 1 to the Purchase Agreement and the Second Closing Promissory Note are not meant to be complete and are qualified in their entirety by reference to the full text of Amendment No. 1 to the Purchase Agreement and the form of Second Closing Promissory Note, which are attached hereto as Exhibits 99.1 and 99.2 respectively and incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Transactions in the Securities of the Issuer Since the Filing of Amendment No. 4 Exhibit 99.1 - Amendment No. 1 to the Stock Purchase Agreement, dated as of May 15, 2026, by and between SJC Lending, LLC and Ault Lending, LLC Exhibit 99.2 - Form of Second Closing Promissory Note | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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