DeFi Capital Markets, Inc.

UUU: S-3 · shelf registration

DeFi Capital Markets (formerly Universal Safety Products) filed an S-3 registering resale of up to 2,650,000 shares issuable on conversion of $2.65 million in convertible notes held by SJC Lending LLC, purchased at a discount ($2.5 million for $2.65 million face) across three tranches. The conversion terms are aggressive: shares convert at the greater of a fixed $1.00 Floor Price (not adjusted for splits) or 80% of the lowest 5-day VWAP, versus a $3.74 last sale price on October 23, 2026. Against only 3,028,463 shares outstanding, the registered shares represent roughly 87% potential dilution, and the company receives no proceeds from the resales. The filing also reveals a company mid-pivot: it sold its legacy smoke-alarm business to Feit Electric (fiscal 2026 sales fell to $4.8 million from $23.6 million, with a $2.5 million net loss) and is now chasing a tokenization and crypto market-making strategy built on the affiliated Ault Blockchain, whose AULT tokens have no observable market price. Third-tranche funding remains contingent on stockholder and NYSE American approval, and the discount-conversion structure plus overhang of up to 2.65 million resale shares creates significant downward pressure risk on the stock.

SEC S-3•9h ago

UUU: DEF 14A · proxy statement

DeFi Capital Markets (UUU) filed its 2026 proxy for a November 18 virtual annual meeting, headlined by charter amendments to authorize 25 million blank-check preferred shares and 25 million Class B common shares carrying 25 votes each. The company says the Class B stock would not be issued in violation of NYSE American's voting rights policy, but full issuance of Class B would represent roughly 55.6% of maximum voting power and could expose the listing to suspension under exchange Section 122. The most dilutive item is Proposal 5: stockholder approval to let SJC Lending convert up to $2.65 million of convertible notes (bought for $2.5 million cash, with a $1.00 floor price or 80% of lowest 5-day VWAP) into common stock. Full conversion at the floor price would equal roughly 46.7% of the 5,678,463 pro forma shares outstanding, though a 4.99% beneficial ownership cap limits SJC's stake at any one time. The filing also discloses that director Milton Ault and his affiliate Hyperscale Data (39.25% holder) settled SEC securities-law charges in 2023, with Hyperscale paying a $700,000 penalty and Ault paying disgorgement and penalties. The company was in need of financing when the SJC deal was struck and warns it would face repayment on less favorable terms if the conversion approval fails.

SEC DEF 14A•6d ago

UUU: PRE 14A · proxy statement

Universal Safety Products, Inc., soon to be renamed DeFi Capital Markets, Inc. (NYSE American: UUU), filed a preliminary proxy for its 2026 annual meeting seeking approval of 25 million blank-check preferred shares and 25 million super-voting Class B common shares (25 votes each). The Class B structure could convey roughly 55.6% of maximum voting power if fully issued, and the company concedes it may violate the NYSE American Voting Rights Policy if ever issued, risking suspension or delisting. The most dilutive item is Proposal 5: stockholder approval for shares underlying up to $2.65 million of convertible notes sold to SJC Lending for $2.5 million in cash, convertible at 80% of the lowest 5-day VWAP with a $1.00 floor, plus a right of first refusal over future financings and an Additional Investment Right that could take SJC purchases to $10.6 million. The company says it needed the financing to fund operations and would otherwise face repaying the loan on less favorable terms. The filing also reveals governance and control shifts: Milton Ault and Henry Nisser, both tied to Hyperscale Data (which settled SEC charges in 2023 with $700,000 in penalties and $85,504 of Ault disgorgement), joined the board in 2025. Directors and officers as a group appear to hold minimal stock, and the CEO's employment contract pays up to $10 million in bonuses tied to $100 million-plus capital raises rather than operating performance.

SEC PRE 14A•13d ago

UUU: 10-Q · periodic report

Universal Safety Products (NYSE American: UUU) reported net sales of $109,559 for the quarter ended June 30, 2026, down 97% from $3,824,247 a year earlier, with a net loss of $662,086 (negative $0.23 per share) versus prior-year net income of $1,810,321 that included a $2,820,668 gain on the May 2025 sale of its smoke and carbon monoxide alarm business to Feit Electric. The company disclosed substantial doubt about its ability to continue as a going concern, holding $3.7 million in cash against continuing operating losses, and in June 2026 agreed to sell SJC Lending up to $10.6 million of 8% convertible notes convertible at 80% of the lowest five-day VWAP, implying an effective interest rate near 66%; only the first $1.06 million tranche has closed and later tranches are not assured. Management concluded that disclosure controls were not effective because two material weaknesses remain unremediated, including deficiencies around fair value measurement of convertible debentures and their derivative components that required a material audit adjustment during the 10-K review. The report also details a related-party crypto pivot through Universal DeFi, which received 125,000 Ault Blockchain node licenses and holds roughly 425 million unvalued AULT tokens with no revenue to date, and owes Ault Capital Group 25% of future token proceeds until cumulative payments reach $93.75 million; subsequent events include a July 2026 S-1 registering SJC resale shares and roughly $1.47 million of participation interests in Ault Lending investments.

SEC 10-Q•2mo ago

UUU: S-1 · offering registration

Universal Safety Products filed an S-1 to register 10,600,000 shares of common stock for resale by SJC Lending LLC, issuable upon the conversion of $10.6 million in convertible promissory notes purchased for $10 million. The notes accrue interest at 8% per annum (20% upon default) and are convertible at a price equal to the greater of a $1.00 floor or 80% of the lowest VWAP over the prior five trading days. The company's ability to issue shares is currently limited to 19.99% of outstanding stock without further shareholder approval, although it intends to seek approval to issue the full amount. As of July 9, 2026, the company had approximately 3.03 million shares outstanding, implying significant potential dilution if the full conversion occurs at the floor price. This financing follows the sale of Universal Safety's core smoke and carbon monoxide alarm business to Feit Electric in May 2025, which resulted in a fiscal 2026 net loss of $2.48 million on revenues of $4.8 million. The company is now pivoting to the decentralized finance (DeFi) sector through its subsidiary Universal DeFi LLC, which has not yet generated revenue.

SEC S-1•3mo ago

UUU: NT 10-K · late filing

Universal Safety Products filed a Form 12b-25 notifying the SEC that it will be unable to file its annual Form 10-K on time for the fiscal year ended March 31, 2026. The company expects to submit the report within the 15-day grace period allowed by Rule 12b-25(b), citing the complexity of compiling and reviewing necessary information. The filing reveals a significant deterioration in the company's financial outlook compared to the prior year. Management anticipates a notable decrease in both sales and gross profit for fiscal 2026. Furthermore, Universal Safety Products expects to report a net loss for the year ended March 31, 2026, a reversal from the net income reported in the corresponding 2025 period. The registrant noted that it cannot yet provide a quantitative estimate of these results.

SEC NT 10-K•3mo ago

UUU: DEF 14A · proxy statement

Universal Safety Products, Inc. has filed a definitive proxy statement to hold a special meeting on July 31, 2026, seeking stockholder approval for six proposals that would significantly alter its capital structure and corporate governance. The primary proposals include increasing the authorized shares of common stock from 20 million to 525 million, authorizing 25 million shares of blank check preferred stock, and creating a new Class B common stock with 25 votes per share compared to one vote for existing common shares. Additionally, the company is asking stockholders to approve the issuance of shares underlying $10.6 million in convertible notes issued to SJC Lending, LLC. If approved, the conversion of these notes could result in SJC Lending owning approximately 77.78% of the company's outstanding common stock, assuming a conversion at the $1.00 floor price, representing a massive dilution to current equity holders. The board also proposes eliminating super-majority voting requirements to lower the threshold for extraordinary corporate actions. These measures are being sought to provide flexibility for future capital raising and to satisfy NYSE American listing rules, but they introduce substantial risk of shareholder dilution and entrenchment of management control.

SEC DEF 14A•4mo ago

UUU: PRE 14A · proxy statement

Universal Safety Products (UUU) is soliciting shareholder approval for a special meeting to approve sweeping amendments to its Articles of Incorporation. The proposals include increasing authorized common stock from 20 million to 525 million shares, authorizing 25 million shares of blank-check preferred stock, and creating a new Class B common stock with 25 votes per share. These governance changes are designed to facilitate a $10.6 million convertible note offering to SJC Lending, LLC. The company states it needs this financing to fund operations and meet NYSE American listing standards. The convertible notes carry an 8% interest rate (20% on default) and allow conversion into common stock at a price between $1.00 and $10.00. The creation of the dual-class structure and the massive increase in authorized shares significantly dilute existing shareholders and entrench management control. While the Board recommends approval, the proposals represent a major shift in capital structure and voting rights, typical of companies facing financial distress or seeking to raise capital on unfavorable terms.

SEC PRE 14A•4mo ago

UUU: 8-K · debt financing

Universal Safety Products, Inc. (UUU) entered into a Securities Purchase Agreement with SJC Lending LLC to issue convertible promissory notes with an aggregate principal amount of up to $10.6 million for a total purchase price of $10 million. The initial tranche closed on June 12, 2026, with the company receiving $1 million for a note with a $1.06 million principal face amount, reflecting a 6% original issue discount. The notes accrue interest at 8% per annum, increasing to 20% upon an event of default, and mature on June 12, 2027. They are convertible into common stock at a price equal to the greater of $1.00 or 80% of the lowest VWAP in the five trading days prior to conversion, capped at $10.00 per share. Conversion is subject to a 4.99% beneficial ownership limit for the holder and requires shareholder approval if the aggregate issuance exceeds 19.99% of outstanding shares. The agreement includes strict negative covenants, prohibiting dividends, share repurchases, and new debt without lender consent, and grants SJC a right of first refusal on future equity offerings for one year.

SEC 8-K•4mo ago