DeFi Capital Markets, Inc. (UUU) Form S-3 — Oct 26, 2026
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.
Key figures
- Debt Amount
- 2650000
- Maturity Date
- first anniversary of each Convertible Note issuance
- Gross Proceeds
- 2500000
- Offering Price
- 1
- Shares Offered
- 2650000
- Shares Outstanding
- 3028463
- Floor price
- $1.00 per share
- Conversion discount
- 80% of lowest 5-day VWAP, capped at $10.00
- Default interest rate
- 20% per annum
- Original aggregate notes
- $10,600,000 principal for $10,000,000 purchase price
- Last sale price oct 23 2026
- $3.74
- Registration expense estimate
- 30904
- Shares outstanding post issuance
- 5678463
- Shares to be sold percent of outstanding
- approximately 87%
AI analysis
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