通用安全产品股份有限公司美股招股说明书(2025-09-26版)

Up to 2,750,000 shares of Common Stock Issuableupon Conversion of Convertible Promissory Notes This prospectus relates to the resale or other disposition from time to time in one or more offerings of up to 2,750,000 shares(such amount includes the conversion of the principal amount of the Conversion Notes (as defined below), plus any accrued butunpaid interest on such portion of the principal amount) of our common stock, par value $0.01 per share, issuable upon the conversionof convertible promissory notes based upon the minimum conversion price of $1.00 per share (the “Floor Price”), as described in moredetail below, to be offered by the Selling Stockholder. The term “Selling Stockholder” refers to the Selling Stockholder named in thisprospectus, or certain transferees, assignees or other successors-in-interest that may receive our common stock from the SellingStockholder. We will not receive any proceeds from the sale of the common stock by the Selling Stockholder. On August 13, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with SJCLending LLC, a Delaware limited liability company (“SJC”), pursuant to which SJC has agreed to purchase convertible promissorynotes in the aggregate principal amount of up to $2,750,000 (the “Convertible Notes”) for a total purchase price of $2,500,000. TheSecurities Purchase Agreement provides that the purchase of the Convertible Notes will be made through three separate trancheclosings. The first tranche closing, which occurred on August 13, 2025, consisted of the issuance of a Convertible Note to SJC in theprincipal amount of $1,100,000, for a purchase price of $1,000,000. The second and third tranche closings have yet to occur. Pursuant to the Securities Purchase Agreement, SJC will be required to purchase the second tranche of Convertible Note inthe principal amount of $550,000, for a purchase price of $500,000 on the day following the filing with the Securities and ExchangeCommission (“SEC”) of this registration statement registering the resale of the shares of common stock issuable upon conversion ofthe Convertible Notes (the “Conversion Shares”) under the Securities Act of 1933, as amended (the “Securities Act”). Following the effective date of this registration statement, subject to obtaining the approval of our stockholders andsubsequently the approval of the NYSE American, LLC (the “NYSE American”), SJC will be required to purchase the third tranche ofConvertible Note in the principal amount of $1,100,000, for a purchase price of $1,000,000. SJC has agreed to purchase theConvertible Notes in all three tranches pursuant to the Securities Purchase Agreement, provided that SJC has the ability, exercisable inits sole discretion, to purchase any principal amount of Convertible Notes prior to the dates of the tranche closings provided for in theSecurities Purchase Agreement. The Convertible Notes accrue interest at the rate of 8% per annum, unless an event of default (as defined in the ConvertibleNotes) occurs, at which time the Convertible Notes in excess of $500,000 would accrue interest at 20% per annum. The ConvertibleNotes will mature on the first anniversary of issuance. The Convertible Notes are convertible into shares of common stock at any timeafter the later of the record date for the upcoming dividend or NYSE American approval of the Supplemental Listing Application at aconversion price equal to the greater of (i)$1.00 (the “Floor Price”), which Floor Price will not be adjusted for stock dividends, stocksplits, stock combinations or other similar transactionsand (ii)80% of the lowest volume weighted average price, or VWAP, of thecommon stock during the tentrading days immediately prior to the date of conversion into common stock, but not greater than $10.00per share. We may not issue Conversion Shares to the extent such issuances would result in an aggregate number of shares of ourcommon stock exceeding 19.99% of the total shares of our common stock issued and outstanding as of the date thereof, in accordancewith the rulesand regulations of the NYSE American unless we first obtain stockholder approval. The shares are being registered to satisfy an obligation included in the Securities Purchase Agreement providing for theregistration of the Conversion Shares. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Our common stock is traded on the NYSE American under the symbol “UUU.” On September 24, 2025, the last reportedsales price of the common stock, as reported by NYSE American, was $7.13 per share. The Selling Stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of our shares of commonstock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositionsmay be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevaili