| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
UNIVERSAL SAFETY PRODUCTS, 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. 16 ("Amendment No. 16") 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 SAFETY PRODUCTS, INC. Except as specifically provided herein, this Amendment No. 16 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. 16 shall have the meaning assigned to such term in the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 6,000 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 $18,032.80, including brokerage commissions.
The aggregate purchase price of the 20,000 Shares beneficially owned by Alpha Fund that were purchased directly by Alpha Fund 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 $91,770.26, including brokerage commissions.
The aggregate purchase price of the 385,252 Shares beneficially owned by Ault Lending that were purchased directly by Ault Lending 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 $1,928,173.42, including brokerage commissions. The aggregate purchase price of the 300,000 Shares beneficially owned by Ault Lending that were purchased by Ault Lending pursuant to the Stock Purchase Agreement (the "January Purchase Agreement") with JLA Realty Associates LLC ("JLA") dated January 16, 2026, is $1,800,000. Pursuant to the January Purchase Agreement, in consideration of the purchase of such Shares, Ault Lending issued promissory notes in favor of JLA in an aggregate initial principal amount of $1,800,000. The aggregate purchase price of the 340,000 Shares beneficially owned by Ault Lending that were purchased by Ault Lending pursuant to the Stock Purchase Agreement (the "Purchase Agreement") with SJC Lending, LLC ("SJC") dated April 30, 2026, as amended on May 15, 2026, is $1,955,000. Pursuant to the Purchase Agreement, in consideration of the purchase of such Shares, Ault Lending issued promissory notes in favor of SJC in an aggregate principal amount of $1,955,000.
Mr. Ault has been awarded stock options to purchase 50,000 Shares in his capacity as a director of the Issuer, which have a strike price of $3.40 per share, expire on August 26, 2035, and all of which vested on October 20, 2025. The aggregate purchase price of the 2,200 Shares beneficially owned by Mr. Ault that were purchased directly by Mr. Ault with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $11,456.09, including brokerage commissions.
Mr. Nisser has been awarded stock options to purchase 25,000 Shares in his capacity as a director of the Issuer, which have a strike price of $3.40 per share, expire on August 26, 2035, and all of which vested on October 20, 2025. |
| 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 (i) 3,028,362 Shares outstanding as of May 15, 2026, which is the total number of Shares outstanding as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2026, (ii) solely with respect to Mr. Ault, 50,000 Shares underlying certain options held by him that are currently exercisable or become exercisable within 60 days and (iii) solely with respect to Mr. Nisser, 25,000 Shares underlying certain options held by him that are currently exercisable or become exercisable within 60 days.
As of the date hereof, Hyperscale, as the majority holder of the equity interests of Ault Capital, may be deemed to beneficially own the 1,045,252 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending.
Percentage: 34.5%
As of the date hereof, A&C beneficially owned 6,000 Shares.
Percentage: Less than 1%
As of the date hereof, Alpha Fund beneficially owned 20,000 Shares.
Percentage: Less than 1%
As of the date hereof, Alpha GP, as the general partner of Alpha Fund, may be deemed to beneficially own the 20,000 Shares beneficially owned by Alpha Fund.
Percentage: Less than 1%
As of the date hereof, Alpha Management, as the investment manager of Alpha Fund, may be deemed to beneficially own the 20,000 Shares beneficially owned by Alpha Fund.
Percentage: Less than 1%
As of the date hereof, Ault Lending beneficially owned 1,025,252 Shares.
Percentage: 33.9%
As of the date hereof, Ault Capital, as the majority holder of the equity interests of Alpha Management and Ault Lending, may be deemed to beneficially own the 1,045,252 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending.
Percentage: 34.5%
As of the date hereof, Mr. Ault beneficially owned 1,103,452 Shares, including 2,200 Shares beneficially owned directly, 50,000 Shares underlying certain options that are currently exercisable or become exercisable within 60 days and the 1,051,252 Shares beneficially owned in the aggregate by A&C, Alpha Fund and Ault Lending that, as the Chief Executive Officer and Chairman of A&C, CEO and Chief Investment Officer of Alpha Management, Executive Chairman of Ault Capital, and the Executive Chairman of Hyperscale, Mr. Ault may be deemed to beneficially own.
Percentage: Approximately 35.8%
As of the date hereof, Mr. Nisser beneficially owned 25,000 Shares underlying certain options that are currently exercisable or become exercisable within 60 days.
Percentage: Less than 1% |
| (b) | Item 5(b) is hereby amended and restated as follows:
Hyperscale:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,045,252
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,045,252
A&C:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,000
Alpha Fund:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,000
Alpha GP:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,000
Alpha Management:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,000
Ault Lending:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,025,252
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,025,252
Ault Capital:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,045,252
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,045,252
Mr. Ault:
1. Sole power to vote or direct vote: 52,200
2. Shared power to vote or direct vote: 1,051,252
3. Sole power to dispose or direct the disposition: 52,200
4. Shared power to dispose or direct the disposition: 1,051,252
Mr. Nisser:
1. Sole power to vote or direct vote: 25,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 25,000
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. 15 except as set forth in Exhibit 1 hereto. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended by adding the following:
On May 15, 2026, Ault Lending and SJC entered into Amendment No. 1 to the Purchase Agreement ("Amendment No. 1 to the Purchase Agreement") pursuant to which the parties agreed to amend the Purchase Agreement to provide for an adjustment in the number of Shares to be sold in the second closing under the Purchase Agreement from 200,000 to 185,000, and to make a corresponding change in the principal amount of the Second Closing Note from $1,150,000 to $1,063,750. Other than this change in principal amount, the terms of the Second Closing Promissory Note remained substantially unchanged from the terms of the Second Closing Promissory Note.
Pursuant to the Purchase Agreement, as amended by Amendment No. 1 to the Purchase Agreement, the second closing under the Purchase Agreement occurred on May 15, 2026, at which time Ault Lending purchased 185,000 Shares from SJC and issued the Second Closing Promissory Note in a principal amount of $1,063,750.
The foregoing descriptions of Amendment No. 1 to the Purchase Agreement and the Second Closing Promissory Note are not meant to be complete and are qualified in their entirety by reference to the full text of Amendment No. 1 to the Purchase Agreement and the form of Second Closing Promissory Note, which are attached hereto as Exhibits 99.1 and 99.2 respectively and incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 - Transactions in Securities of the Issuer Since the Filing of Amendment No. 15
Exhibit 99.1 - Amendment No. 1 to the Stock Purchase Agreement, dated as of May 15, 2026, by and between SJC Lending, LLC and Ault Lending, LLC
Exhibit 99.2 - Form of Second Closing Promissory Note |
