Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
UNIVERSAL SECURITY INSTRUMENTS INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
913821302 (CUSIP Number) |
Kenneth Schlesinger, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 Kenneth Mantel, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 913821302 |
| 1 |
Name of reporting person
Ault & Company, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
229,245.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 913821302 |
| 1 |
Name of reporting person
AULT MILTON C III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
229,245.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 913821302 |
| 1 |
Name of reporting person
NISSER HENRY CARL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
UNIVERSAL SECURITY INSTRUMENTS INC | |
| (c) | Address of Issuer's Principal Executive Offices:
11407 CRONHILL DRIVE, SUITES A-D, OWINGS MILLS,
MARYLAND
, 21117-3586. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D originally filed by the Reporting Persons on December 23, 2024, as amended (the "Schedule 13D"), and relates to the Common Stock of Universal Security Instruments Inc. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) is hereby amended and restated to read as follows: This Schedule 13D is filed by: (i) Ault & Company, Inc., a Delaware corporation ("A&C"), with respect to the shares of Common Stock of the Issuer (the "Shares") beneficially owned by it; (ii) Milton C. Ault, III, as Chief Executive Officer and Chairman of A&C; and (iii) Henry Nisser, as President, General Counsel and Director of A&C. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Set forth on Exhibit 1 annexed hereto ("Exhibit 1") is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of A&C. To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed in Exhibit 1 beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. | |
| (b) | Item 2(b) is hereby amended and restated to read as follows: The principal business address of A&C is 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141. The principal business address of Mr. Ault is c/o Hyperscale Data, Inc., 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141. The principal business address of Mr. Nisser is c/o Hyperscale Data, Inc., 122 East 42nd Street, 50th Floor, Suite 5000, New York, NY 10168. | |
| (c) | Item 2(c) is hereby amended and restated to read as follows: The principal business of A&C is investing in securities. The principal occupation of Mr. Ault is serving as the Executive Chairman of Hyperscale Data, Inc., a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact that is transitioning to becoming solely an owner and operator of data centers to support high performance computing services. The principal occupation of Mr. Nisser is serving as the President and General Counsel of Hyperscale Data, Inc. | |
| (d) | Item 2(d) is hereby amended and restated to read as follows: No Reporting Person nor any person listed in Exhibit 1 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) is hereby amended and restated to read as follows: No Reporting Person nor any person listed in Exhibit 1 has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Item 2(f) is hereby amended and restated to read as follows: A&C is organized under the laws of the State of Delaware. Mr. Ault is a citizen of the United States of America. Mr. Nisser is a citizen of Sweden. The citizenship of the persons listed in Exhibit 1 is set forth therein. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows: A&C acquired the authority to vote or dispose of, or cause or direct the voting or disposition of, 225,245 Shares beneficially owned by A&C pursuant to the terms of the Coordination Agreement (as defined below). The material terms of the Coordination Agreement are described in Item 6 of the Schedule 13D. The aggregate purchase price of the 4,000 Shares beneficially owned by A&C that were purchased directly by A&C with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $9,438.80, including brokerage commissions. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to incorporate the following at the end thereof: Pursuant to the Memorandum of Understanding, upon the closing of the transaction between the Issuer and Feit on May 22, 2025, the Issuer appointed (i) Mr. Nisser to the Board to serve as a director until the Issuer's 2026 annual meeting of stockholders or until his successor is duly elected and qualifies and (ii) Mr. Ault to the Board to serve as a director until the Issuer's 2027 annual meeting of stockholders or until his successor is duly elected and qualifies. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 2,312,887 Shares outstanding as of February 14, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2025. As of the date hereof, A&C beneficially owned 229,245 Shares. Percentage: Approximately 9.9% As of the date hereof, Mr. Ault, as the Chief Executive Officer and Chairman of A&C, may be deemed to beneficially own the 229,245 Shares beneficially owned by A&C. Percentage: Approximately 9.9% As of the date hereof, Mr. Nisser beneficially owned 0 Shares. Percentage: 0% | |
| (b) | Item 5(b) is hereby amended and restated as follows: A&C: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 229,245 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 229,245 Mr. Ault: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 229,245 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 229,245 Mr. Nisser: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 | |
| (c) | Item 5(c) is hereby amended and restated as follows: None of the Reporting Persons have engaged in any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following: On May 30, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joi
nt Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1 - Officers and Directors 99.1 - Joint Filing Agreement, dated May 30, 2025 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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