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Current Report · Items 1.01, 2.01, 5.02, 9.01 · 8-K

Universal Safety Products, Inc.

UUUNYSE_AMERICANEQUITYCurrent

Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

Item 1.01. Entry into a Material Definitive Agreement. As previously announced, on October 29, 2024, Universal Security Instruments, Inc. and its wholly-owned subsidiary, USI Electric, Inc.…

Filed May 29, 2025Accepted May 29, 2025, 12:36 PM EDTCIK 102109Accession 0001104659-25-054288
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Company context

Universal Safety Products, Inc. is a distributor of safety and security devices. Founded in 1969, the Company has an over 56-year heritage of developing innovative and easy-to-install products. For more information on Universal Safety Products, Inc., visit our website at www.universalsafetyprod.com.

Current securities

Recent company filings

  1. SCHEDULE 13D/A filingAug 31, 2026
  2. SCHEDULE 13D/A filingAug 21, 2026
  3. PRE 14A filingAug 14, 2026
  4. 10-Q filingAug 14, 2026
  5. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearAug 7, 2026

Disclosure sections

Items 1.01, 2.01, 5.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. As previously announced, on October 29, 2024, Universal Security Instruments, Inc. and its wholly-owned subsidiary, USI Electric, Inc. (collectively, the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Feit Electric Company, Inc., a California corporation (“Feit Electric”), pursuant to which Feit Electric agreed to acquire certain assets of the Company (the “Asset Sale”), consisting of smoke alarm and carbon monoxide alarm inventory (“Eligible Inventory”) and certain non-tangible assets of the Company, for an aggregate cash payment to the Company of $6 million, subject to adjustment based upon the value of the Eligible Inventory at the time of closing (the “Closing”). The Asset Sale was approved by the Company’s shareholders on April 15, 2025. On May 22, 2025, the Company and Feit Electric entered into Amendment Number One to Asset Purchase Agreement (the “Amendment”). The purpose of the amendment was to amend certain provisions of the Agreement to reflect that the Company would not be dissolving its operations and will continue, following the Closing, in the business of importing and marketing product lines other than smoke alarms and carbon monoxide alarms. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this Current Report by reference.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets. Certain information required by this Item 2.01 with respect to the Asset Sale is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. The Asset Sale closed on May 22, 2025. The purchase price, based on the value of the Eligible Inventory at the time of Closing, was $4,955,107.90. The Company intends to continue importing and marketing its product lines other than smoke alarms and carbon monoxide alarms following the Closing.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 22, 2025, the Board of Directors of the Company (the “Board”) appointed the following two additional directors in accordance with the previously announced Memorandum of Understanding (“MOU”), by and between the Company and Ault & Company, Inc., a Delaware corporation (“A&C”), dated as of April 15, 2025: Henry Nisser was appointed to serve as a director until the 2026 Annual Meeting of Shareholders or until his successor is duly elected and qualifies, and Milton C. (Todd) Ault, III was appointed to serve as a director until the 2027 Annual Meeting of Shareholders or until his successor is duly elected and qualifies. - 2 - As of the date hereof, neither Mr. Nisser nor Mr. Ault has been appointed to any committees of the Board, and no determination has yet been made with respect to any such appointment. Other than pursuant to the transactions described in the MOU, neither Mr. Nisser nor Mr. Ault has participated in any transactions with the Company nor are there currently any proposed transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. In addition, there are no family relationships between Mr. Nisser or Mr. Ault and any of the Company’s executive officers or other directors. The Board has determined that Mr. Nisser and Mr. Ault are “independent” directors, as independence is defined in the listing rules for NYSE American LLC.
Filed exhibits (1)
EX-99.1 (by filename) tm2516495d1_ex99-1.htm

EX-99.1 3 tm2516495d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 UNIVERSAL SECURITY INSTRUMENTS, INC. PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 UNIVERSAL SECURITY INSTRUMENTS, INC. TABLE OF CONTENTS Page Proforma Condensed Consolidated 3 Financial Statements: Proforma Condensed Consolidated 3 Balance Sheets at December 31, 2024 (unaudited) and actual March 31, 2024 Proforma Condensed Consolidated Statement of Operations for the Nine Months Ended December 31, 4 2024, and actual 2023 (unaudited) Notes to Proforma Condensed 5 Consolidated Financial Statements (unaudited) 2 PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES PROFORMA CONDENSED CONSOLIDATED BALANCE SHEETS …

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