Liquidation: UNIVERSAL SECURITY INSTRUMENTS INC

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Liquidation

Type: New

Accession Number: 000110465925036096

Filing Summary: On April 15, 2025, Universal Security Instruments, Inc. amended its Bylaws to change the number of Board members allowed from three to six. The company entered into a Memorandum of Understanding (MOU) with Ault & Company, Inc. wherein A&C will vote all its shares in favor of selling substantially all of the company's assets to Feit Electric Company and for the liquidation and dissolution of the company. The MOU stipulates that the liquidation cannot be completed within 90 days after the asset sale approval. Additionally, A&C has committed to support an investment in the company and appoint two directors after the asset sale approval. The details of the MOU are provided in Exhibit 10.1 attached to the filing.

Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Liquidation

Type: Update

Accession Number: 000110465925035565

Filing Summary: On April 15, 2025, Universal Security Instruments, Inc. reconvened its Special Meeting of Shareholders that was originally convened on January 23, 2025. During this meeting, shareholders voted on several key matters. The Asset Sale to Feit Electric Company, Inc. was approved with 1,550,126 shares in favor, while the proposed liquidation of the company was not approved, receiving only 1,539,736 votes for. Additionally, the amendment to change the company’s name to Universal Safety Products, Inc. was approved with significant support. Following these decisions, despite the approval of the Asset Sale, the company cannot proceed with the liquidation due to the shareholders' vote. The Board is now considering alternative strategies for the company's assets, including potential cash distributions to shareholders, acquisitions, or other strategic transactions.

Form Type: DEFA14A

Filing Date: 2025-04-02

Corporate Action: Liquidation

Type: New

Accession Number: 000110465925031048

Filing Summary: Universal Security Instruments, Inc. is soliciting shareholder votes for several critical proposals related to the liquidation of the company. The proposals include the sale of substantially all assets to Feit Electric Company, which would allow for a liquidating cash distribution estimated at $2.51 to $2.58 per share, representing an 83% to 88% premium over the closing price prior to the sale agreement. The company has emphasized the importance of securing votes for these proposals to avoid potential declines in share price and delisting from the NYSE. Shareholders are being encouraged to participate in voting either by phone, online, or in person at a scheduled meeting on April 15, 2025. Failure to vote could significantly affect shareholder access to information and trading ability.

Form Type: DEFM14A

Filing Date: 2024-12-23

Corporate Action: Liquidation

Type: New

Accession Number: 000110465924131120

Filing Summary: Universal Security Instruments, Inc. is holding a Special Meeting of Shareholders on January 23, 2025, to vote on several proposals including the sale of substantially all company assets to Feit Electric Company, Inc., and subsequent voluntary dissolution of the company. The Board of Directors has unanimously recommended the proposals, which also include a name change to 'Universal Safety Products, Inc.' and granting authority to adjourn the meeting if necessary. Shareholders must approve the asset sale and dissolution with a two-thirds majority of the outstanding shares. The sale and liquidation could return approximately $2.51 to $2.58 per share, representing an 83% to 88% premium over the stock price as of October 29, 2024. Shareholders do not have dissenters’ rights related to the proposals, and if approved, the Company plans to deregister its shares and delist from the NYSE following the asset sale. The meeting is essential for shareholder input on the future of the company, and voting can be done online, by mail, or in-person at the meeting.