SCHEDULE 13D/A: Ault & Company Bolsters Influence at Universal Security Instruments with Key Board Appointments
Beneficial Ownership Amendment
Ault & Company, Inc. and its principals have increased their beneficial ownership in Universal Security Instruments Inc. to 9.9% and secured two board seats, signaling enhanced strategic involvement.
Summary
- Ault & Company, Inc. (A&C), Milton C. Ault, III, and Henry Nisser are the Reporting Persons in this Amendment No. 2 to the Schedule 13D filing.
- A&C beneficially owns 229,245 shares of Universal Security Instruments Inc. (USI) Common Stock, representing approximately 9.9% of the outstanding shares.
- Milton C. Ault, III, as Chief Executive Officer and Chairman of A&C, is deemed to beneficially own the same 229,245 shares.
- Henry Nisser beneficially owns 0 shares of USI Common Stock.
- A&C acquired the authority to vote or dispose of 225,245 shares through a Coordination Agreement.
- A&C directly purchased 4,000 shares in open market transactions for an aggregate price of $9,438.80, including brokerage commissions, using working capital.
- Pursuant to a Memorandum of Understanding, Henry Nisser was appointed to the USI Board of Directors to serve until the Issuer's 2026 annual meeting of stockholders.
- Milton C. Ault, III was appointed to the USI Board of Directors to serve until the Issuer's 2027 annual meeting of stockholders.
- The Reporting Persons entered into a Joint Filing Agreement on May 30, 2025, to jointly file Schedule 13D statements.
- The aggregate percentage of shares beneficially owned is based on 2,312,887 shares outstanding as of February 14, 2025, as reported in USI's Form 10-Q.
Sentiment
Score: 6
Explanation: The filing indicates increased influence and board representation for Ault & Company, which is a positive development for their investment strategy, but does not provide information to assess the operational or financial sentiment of Universal Security Instruments Inc.
Positives
- Ault & Company, Inc. has significantly increased its influence and representation on the Board of Directors of Universal Security Instruments Inc., with Milton C. Ault, III and Henry Nisser securing board seats.
- The appointments of key Ault & Company principals to the board suggest a more direct role in shaping the strategic direction and corporate governance of Universal Security Instruments Inc.
Future Outlook
The appointments of Milton C. Ault, III and Henry Nisser to the Board of Directors indicate Ault & Company's continued and increased involvement in the strategic direction and corporate governance of Universal Security Instruments Inc., suggesting a more active role in the company's future.
Industry Context
This filing reflects a common strategy in the investment industry where significant shareholders, like Ault & Company, seek to gain direct representation on a company's board to influence corporate strategy, governance, and potentially unlock shareholder value. Ault & Company's stated business of investing in securities and Hyperscale Data's transition to data centers highlights a diversified investment approach.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | Milton C. Ault, III | May 22, 2025 | Appointment pursuant to a Memorandum of Understanding upon the closing of the transaction between the Issuer and Feit. |
| Director | NA | Henry Nisser | May 22, 2025 | Appointment pursuant to a Memorandum of Understanding upon the closing of the transaction between the Issuer and Feit. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition Change | Appointment of Milton C. Ault, III and Henry Nisser to the Board of Directors of Universal Security Instruments Inc. | May 22, 2025 | Increases the representation and influence of Ault & Company, Inc. on the board, potentially leading to shifts in strategic direction and enhanced oversight. |
| Joint Filing Agreement | The Reporting Persons (Ault & Company, Inc., Milton C. Ault, III, and Henry Nisser) entered into a Joint Filing Agreement for coordinated Schedule 13D filings. | May 30, 2025 | Formalizes the group's agreement to jointly report their beneficial ownership, ensuring compliance and transparency. |
Legal Proceedings
- 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).
- 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.
Related Party Transactions
- Ault & Company, Inc. acquired the authority to vote or dispose of 225,245 shares beneficially owned by A&C pursuant to the terms of a Coordination Agreement.
- The Reporting Persons entered into a Joint Filing Agreement on May 30, 2025, agreeing to the joint filing of statements on Schedule 13D with respect to the securities of the Issuer.
Stakeholder Impact
- **Shareholders**: The increased beneficial ownership and board representation by Ault & Company, Inc. may lead to enhanced oversight and potential strategic shifts, which could impact shareholder value.
- **Management**: The addition of new board members from a significant shareholder may introduce new perspectives, strategic priorities, or demands on the existing management team.
Next Steps
- Milton C. Ault, III is appointed to serve as a director until Universal Security Instruments Inc.'s 2027 annual meeting of stockholders or until his successor is duly elected and qualifies.
- Henry Nisser is appointed to serve as a director until Universal Security Instruments Inc.'s 2026 annual meeting of stockholders or until his successor is duly elected and qualifies.
Key Dates
| Date | Description |
|---|---|
| 12/23/2024 | Original Schedule 13D filing date by the Reporting Persons. |
| 02/14/2025 | Date of Issuer's Quarterly Report on Form 10-Q, reporting 2,312,887 shares outstanding. |
| 05/22/2025 | Date of event requiring filing, specifically the closing of the transaction between the Issuer and Feit, leading to board appointments. |
| 05/30/2025 | Date the Joint Filing Agreement was entered into by the Reporting Persons. |
| 2026 | Year of Universal Security Instruments Inc.'s annual meeting of stockholders when Henry Nisser's board term is set to expire. |
| 2027 | Year of Universal Security Instruments Inc.'s annual meeting of stockholders when Milton C. Ault, III's board term is set to expire. |
Keywords
Universal Security Instruments, USI, Ault & Company, Milton C. Ault III, Henry Nisser, Schedule 13D, beneficial ownership, board appointment, corporate governance, investment, shareholder activism
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