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 …
Open exhibit ↗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.…
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
Disclosure sections
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.