お知らせ • Aug 14
Universal Safety Products, Inc announced that it expects to receive $2.5 million in funding from SJC Lending, LLC
Universal Safety Products, Inc announced a entered into a Securities Purchase Agreement with new investor SJC Lending LLC, pursuant to which the Company agreed to sell to convertible promissory notes in the aggregate principal amount of up to $2,750,000 (the “ Convertible Notes ”) for a total purchase price of up to $2,500,000 on August 13, 2025. The consummation of the transactions contemplated by the Agreement, specifically the conversion of the Convertible Notes in an aggregate number in excess of 19.99% of the number of shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”) on the Execution Date, are subject to various customary closing conditions as well as regulatory and Stockholder Approval (as hereinafter defined). The Agreement provides that the Loan shall be conducted through three (3) separate tranche closings, provided, however, that investor has the ability, exercisable in its sole discretion, to purchase any principal face amount of Convertible Notes prior to the dates of the tranche closings provided for in the Agreement. Pursuant to the Agreement, the initial tranche closing, which occurred on the Execution Date, consisted of the issuance of a Convertible Note to SJC in the principal face amount of $1,100,000 for a purchase price of CAD 1,000,000. Pursuant to the Agreement, upon the filing by the Company with the Securities and Exchange Commission (the “ SEC ”) of a registration statement (the “ Registration Statement ”) registering for resale under the Securities Act of 1933, as amended (the “ Securities Act ”) the shares of Common Stock issuable upon conversion of the Convertible Notes, SJC shall be required to purchase a Convertible Note in the principal face amount of $550,000, for a purchase price of ($500,000). Pursuant to the Agreement, upon the SEC declaring the Registration Statement effective, subject to Stockholder Approval having been obtained, SJC shall be required to purchase a Convertible Note in the principal face amount of for a purchase price of One Million Dollars ($1,000,000). Commencing on the Execution Date and continuing for a period of ninety (90) days thereafter, neither the Company nor any subsidiary thereof shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or instruments convertible into, exercisable or exchangeable for such shares of Common Stock, with certain exceptions. Additionally, commencing on the Execution Date and continuing until the earlier of (i) such date when the Convertible Notes are no longer outstanding or (ii) one (1) year thereafter, the Company shall be prohibited from entering into a variable rate transaction. The first Convertible Note, which was issued to SJC on the Execution Date, has a principal face amount of $1,100,000 and was issued with an original issue discount of ten percent (10%). The second and third Convertible Notes will be issued as described above under “Description of the Agreement”. The Convertible Notes accrue interest at the rate of 8% per annum, unless an event of default (as defined in the Convertible Notes) occurs, at which time the Convertible Notes in excess of $500,000 would accrue interest at 20% per annum. The Convertible Notes will mature on the first anniversary of issuance. The Convertible Notes are convertible into shares (the “ Conversion Shares ”) of the Company’s Common Stock at any time after NYSE American approval of the Supplemental Listing Application (the “ SLAP ”) at a conversion price (the “ Conversion Price ”) equal to the greater of (i) $1.00 (the “ Floor Price ”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 80% of the lowest VWAP (as defined in the Convertible Notes) of the Common Stock during the ten (10) trading days immediately prior to the date of conversion into shares of Common Stock, but not greater than $10.00 per share. The Note described in this Current Report on Form 8-K was offered and issued to investor in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.