UNIVERSAL SAFETY PRODUCTS, INC.

UNIVERSAL SAFETY PRODUCTS, INC._June 30, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended June 30, 2026

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ________ to ________.

Commission file number 001-31747

UNIVERSAL SAFETY PRODUCTS, INC.

(Exact name of registrant as specified in its charter)


Maryland		52-0898545
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

11407 Cronhill Drive, Suite A
Owings Mills, Maryland		21117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 363-3000

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	UUU	NYSE MKT LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2026, the number of shares outstanding of the registrant’s common stock was 3,028,463.


			Page
Part I - Financial Information			4

	Item 1.	Condensed Consolidated Financial Statements:	4

		Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and March 31, 2026	4

		Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2026 and 2025 (unaudited)	5

		Condensed Consolidated Statement of Shareholders’ Equity for the Three Months Ended June 30, 2026 and 2025 (unaudited)	6

		Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2026 and 2025 (unaudited)	8

		Notes to Condensed Consolidated Financial Statements (unaudited)	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

	Item 4.	Controls and Procedures	21

Part II - Other Information			22

	Item 1.	Legal Proceedings	22
	Item 1A.	Risk Factors	22
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
	Item 3.	Defaults Upon Senior Securities	22
	Item 4.	Mine Safety Disclosures	22
	Item 5.	Other Information	22
	Item 6.	Exhibits	23


		(unaudited)			(audited)
		June 30, 2026			March 31, 2026
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	3,710,413		$	3,473,619
Accounts receivable:
Trade and other receivables, less provision for credit losses of $767,000 as of June 30, 2026 and March 31, 2026			316,546			317,754
Inventories – finished goods, net of allowance of $510,000 as of June 30, 2026 and March 31, 2026			411,369			370,852
Prepaid expenses			405,915			342,590
TOTAL CURRENT ASSETS			4,844,243			4,504,815
Property and equipment, net			44,266			—
TOTAL ASSETS		$	4,888,509		$	4,504,815

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Convertible debenture, net of discount		$	709,240		$	600,908
Derivative component of convertible debenture			263,000			309,000
Accounts payable			357,978			261,648
Accrued liabilities:
Accrued payroll and employee benefits			28,360			55,253
Accrued liabilities, legal and other			69,139			42,000
TOTAL CURRENT LIABILITIES			1,427,717			1,268,809

TOTAL LIABILITIES			1,427,717			1,268,809

SHAREHOLDERS’ EQUITY
Common stock, $.01 par value per share; authorized 20,000,000 shares; 3,028,463 and 2,842,887 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively			30,285			28,429
Additional paid-in capital			16,636,402			15,751,386
Accumulated deficit			(13,205,895)			(12,543,809)
TOTAL SHAREHOLDERS’ EQUITY			3,460,792			3,236,006

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	4,888,509		$	4,504,815


		Three Months Ended June 30,
		2026		2025
Net sales		$	109,559	$	3,824,247
Cost of goods sold			100,428		3,130,112
GROSS PROFIT			9,131		694,135

Selling, general and administrative expense			743,823		1,113,303
Engineering and product development expense			1,367		112,007
Depreciation			1,135		—
Operating loss			(737,194)		(531,175)
Other income (expense):
Gain on sale of assets			—		2,820,668
Change in fair value of derivative liability			150,635		—
Interest (expense) income			(75,527)		3,828
Total other income before taxes			75,108		2,824,496

Net (loss) income before taxes			(662,086)		2,293,321
Provision for income taxes:
Current			—		122,000
Deferred			—		361,000
NET (LOSS) INCOME		$	(662,086)	$	1,810,321

(Loss) earnings per share:
Basic and diluted		$	(0.23)	$	0.78
Shares used in computing (loss) earnings per share:
Weighted average basic and diluted shares outstanding			2,936,694		2,312,887


					Additional
	Common	Stock			Paid-In		Accumulated
	Shares	Amount			Capital		Deficit		Total
Balance as of April 1, 2026	2,842,887	$	28,429		$	15,751,386	$	(12,543,809)	$	3,236,006
Net loss	—		—			—		(662,086)		(662,086)
Shares issued upon conversion of convertible debt	185,576		1,856			885,016		—		886,872
Balance as of June 30, 2026	3,028,463	$	30,285		$	16,636,402	$	(13,205,895)	$	3,460,792


		Three months ended
		June 30, 2026			June 30, 2025
Sales of products acquired from Eyston		$	26,657		$	3,602,393
Sales of GFCI’s and ventilation fans			82,902			221,854
Total Sales		$	109,559		$	3,824,247


		Fair Value Measurement as of June 30, 2026
Description		Level 1			Level 2			Level 3			Total
Derivative Component of Convertible Debenture – 2026 Notes		$	—		$	—		$	263,000		$	263,000
Derivative Component of Convertible Debenture – 2025 Notes		$	—		$	—		$	—		$	—


		Fair Value Measurement as of March 31, 2026
Description		Level 1			Level 2			Level 3			Total
Derivative Component of Convertible Debenture – 2025 Notes		$	—		$	—		$	309,000		$	309,000


		Level 3			Additions									Level 3
		Balance at			to									Balance at
		Beginning of			Derivative			Conversions			Fair Value			the End of
Three months ended June 30, 2026		period			Liabilities			to Equity			Adjustments			Period
Derivative Component of Convertible Debenture – 2026 Notes		$	—		$	309,000		$	—		$	(46,000)		$	263,000
Derivative Component of Convertible Debenture – 2025 Notes			309,000			—			(204,365)			(104,635)			—
Total		$	309,000		$	309,000		$	(204,365)		$	(150,635)		$	263,000


Exhibit Number		Description
2.1		Asset Purchase Agreement by and between Feit Electric Company, Inc., Universal Security Instruments, Inc. and USI Electric, Inc. dated October 29, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2024)
2.2		Amendment Number One to Asset Purchase Agreement by and between Feit Electric Company, Inc., Universal Security Instruments, Inc. and USI Electric, Inc. dated May 22, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 29, 2025)
3.1		Articles of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 1988)
3.2		Articles Supplementary, filed October 14, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 31, 2002)
3.3		Articles of Amendment, filed May 28, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 21, 2025)
3.4		Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 17, 2025)
3.5		First Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 29, 2025)
10.1		Securities Purchase Agreement, dated June 12, 2026, by and between Universal Safety Products, Inc. and SJC Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 12, 2026)
10.2		Form of Convertible Note, issued June 12, 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 12, 2026)
10.3		Node Revenue Sharing Agreement, dated June 30, 2026, by and between Universal DeFi, LLC and Ault Capital Group, Inc., in its capacity as authorized agent for Ault DAO LLC (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed July 2, 2026)
31.1*		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS*		Inline XBRL Taxonomy Extension Schema Document.
101.SCH*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.CAL*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.PRE*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
104		Inline XBRL Taxonomy Extension Presentation Linkbase Document.


	UNIVERSAL SAFETY PRODUCTS, INC.
	(Registrant)

Date: August 14, 2026	By:	/s/ Harvey B. Grossblatt
		Harvey B. Grossblatt
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ James B. Huff
		James B. Huff
		Chief Financial Officer (Principal Accounting Officer)


	Three Months Ended June 30,
	2026		2025
OPERATING ACTIVITIES:
Net (loss) income	$	(662,086)	$	1,810,321
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Gain on sale of assets		—		(2,820,668)
Change in fair value of derivative liability		(150,635)		—
Depreciation		1,135		—
Amortization of original issue discount and accrued interest on convertible debt		99,839		—
Deferred income taxes		—		361,000
Changes in operating assets and liabilities:
Decrease in accounts receivable and amount due from factor		1,208		1,579,321
(Increase) decrease in inventories and prepaid expenses		(103,842)		3,768,052
Increase (decrease) in accounts payable		96,330		(1,980,177)
Decrease in assets – held for sale		—		(1,681,937)
Direct debt issuance costs paid, classified as a financing activity		30,000		—
Increase in accrued liabilities		246		47,591
Decrease in operating lease liability		—		(13,330)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(687,805)		1,070,173

INVESTING ACTIVITIES:
Proceeds from sale of assets		—		4,955,108
Decrease in trade accounts payable related to closing costs on sale		—		(452,503)
Purchase of fixed asset		(45,401)		—
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(45,401)		4,502,605

FINANCING ACTIVITIES:
Proceeds from the issuance of convertible debt, net of discount		1,000,000		—
Convertible debt issuance costs		(30,000)		—
Net repayment – line of credit - factor		—		(2,100,458)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		970,000		(2,100,458)

NET INCREASE IN CASH		236,794		3,472,320

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		3,473,619		348,074

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,710,413	$	3,820,394

Non-cash supplemental Information: