| 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. 5 ("Amendment No. 5") 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. 5 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. 5 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) Hyperscale Data, Inc., a Delaware corporation ("Hyperscale"), as the holder of all of the equity interests of Ault Capital Group, Inc., a Nevada corporation ("Ault Capital");
(ii) 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;
(iii) Alpha Structured Finance LP, a Delaware limited partnership ("Alpha Fund"), with respect to the Shares beneficially owned by it;
(iv) Alpha Structured Finance GP LLC, a Delaware limited liability company ("Alpha GP"), as the general partner of Alpha Fund;
(v) ACG Alpha Management LLC, a Delaware limited liability company ("Alpha Management"), as the investment manager of Alpha Fund and the managing member of Alpha GP;
(vi) Ault Lending, LLC, a California limited liability company ("Ault Lending"), with respect to the Shares beneficially owned by it;
(vii) Ault Capital, as the holder of all of the equity interests of Alpha Management and Ault Lending;
(viii) Milton C. Ault, III, as Chief Executive Officer and Chairman of A&C, CEO and Chief Investment Officer of Alpha Management, Executive Chairman of Ault Capital and Executive Chairman of Hyperscale; and
(ix) 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, Alpha Fund, Alpha GP, Alpha Management, Ault Lending, Ault Capital and Hyperscale. 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. |
| 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 5,000 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 $13,723.80, including brokerage commissions.
The aggregate purchase price of the 5,953 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 $15,818.62, including brokerage commissions.
The aggregate purchase price of the 96,269 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 $401,587.71, including brokerage commissions.
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.
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 2,312,887 Shares outstanding as of November 19, 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 November 19, 2025.
As of the date hereof, Hyperscale, as the majority holder of the equity interests of Ault Capital, may be deemed to beneficially own the 102,222 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending.
Percentage: 4.4%
As of the date hereof, A&C beneficially owned 5,000 Shares.
Percentage: Less than 1%
As of the date hereof, Alpha Fund beneficially owned 5,953 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 5,953 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 5,953 Shares beneficially owned by Alpha Fund.
Percentage: Less than 1%
As of the date hereof, Ault Lending beneficially owned 96,269 Shares.
Percentage: 4.2%
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 102,222 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending.
Percentage: 4.4%
As of the date hereof, Mr. Ault beneficially owned 157,222 Shares, including 50,000 Shares underlying certain options that are currently exercisable or become exercisable within 60 days and the 107,222 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 6.8%
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: 1.1% |
| (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: 102,222
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 102,222
A&C:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,000
Alpha Fund:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,953
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,953
Alpha GP:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,953
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,953
Alpha Management:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,953
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,953
Ault Lending:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 96,269
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 96,269
Ault Capital:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 102,222
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 102,222
Mr. Ault:
1. Sole power to vote or direct vote: 50,000
2. Shared power to vote or direct vote: 107,222
3. Sole power to dispose or direct the disposition: 50,000
4. Shared power to dispose or direct the disposition: 107,222
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. 4 except as set forth in Exhibit 2 hereto. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 - Officers and Directors
Exhibit 2 - Transactions in Securities of the Issuer Since the Filing of Amendment No 4 |
