v3.26.1
DESCRIPTION OF BUSINESS
3 Months Ended
Jun. 30, 2026
DESCRIPTION OF BUSINESS  
DESCRIPTION OF BUSINESS

1.DESCRIPTION OF BUSINESS

Organization

Universal Safety Products, Inc. and subsidiaries (the “Company,” “we,” “us” and “our”) design and market a variety of safety products. Most of our products require minimal installation, are designed for installation by the consumer without professional assistance, and are sold through retail stores. We also market products to the electrical distribution trade which includes electrical and lighting distributors as well as manufactured housing companies through our wholly owned subsidiary, Universal Safety Electric, Inc., formerly USI Electric, Inc. (“Universal Electric”). Products sold by Universal Electric generally require professional installation.

Sale of the Alarm Business

On October 31, 2024, the Company entered into an Asset Purchase Agreement with Feit Electric Company, Inc. (“Feit”), pursuant to which Feit agreed to acquire the smoke alarm and carbon monoxide alarm portion of the Company’s business, together with certain intangible assets, including the trade names Universal Security Instruments, Inc. and Universal Electric, Inc. The transaction was approved by the Company’s shareholders at a special meeting held on April 15, 2025, and the sale closed on May 22, 2025. The Company intends to continue to import and market its remaining product lines, consisting primarily of ground fault circuit interrupters (“GFCIs”) and ventilation fans, and is exploring other business opportunities intended to drive long-term value for shareholders.

Universal DeFi, LLC

In July 2025, the Company formed Universal DeFi, LLC (“Universal DeFi”), a wholly owned subsidiary, to pursue two lines of business: (i) a tokenization platform, which has not commenced operations, and (ii) the operation of licensed nodes and a validator on the Ault Blockchain network. Through June 30, 2026, Universal DeFi had recognized no revenue and held no significant assets, and its activity consisted principally of legal and organizational start-up costs. The Chief Operating Decision Maker (“CODM”) has not regularly reviewed discrete operating results of Universal DeFi, and has not allocated capital or other resources to the Company's activities based on any such review; decisions relating to Universal DeFi have been made as discrete strategic and investment matters rather than through the review of separate operating segment results. Accordingly, Universal DeFi does not meet the definition of a separate operating segment under ASC 280-10-50-1, and the Company has not presented it as a separate reportable segment. The Company will continue to evaluate this determination as Universal DeFi develops, and will reassess separate segment presentation if its discrete operating results become subject to regular CODM review for resource allocation and performance assessment.

On April 6, 2026, Ault Capital Group, Inc. (“Ault Capital Group”), acting as authorized agent for Ault DAO, LLC (“Ault DAO”), transferred, assigned and activated 125,000 node licenses (the “Node Licenses”) to Universal DeFi on the Ault Blockchain network and the right to operate one validator, together with the wallet holding all reward tokens earned by the Node Licenses and by operating as a validator. Universal DeFi paid no cash for the Node Licenses.

Universal DeFi earns AULT tokens (“AULT Tokens”), the native digital asset of the Ault Blockchain, through emissions allocated to its Node Licenses in proportion to work performed and through transaction fees, priority tips and staking rewards attributable to its validator. As of June 30, 2026, Universal DeFi held approximately 425 million AULT Tokens. As of June 30, 2026, AULT Tokens were not being traded on any exchange or other market, and no observable market price or other reliable indicator of fair value existed as of June 30, 2026. Accordingly, the Company has not recognized any asset or revenue with respect to tokens earned. See Note 3 for additional information on our accounting policies and Note 10 for additional information regarding related party transactions.

On June 30, 2026, Universal DeFi entered into a node revenue sharing agreement (the “Revenue Share”) with Ault Capital Group in exchange for the Node Licenses. Under the Revenue Share, Universal DeFi will pay Ault Capital Group 25% of net proceeds actually received from the sale of tokens and rewards generated by the Node Licenses and the validator, and will retain the remaining 75%. Payment is required solely from, and only to the extent of, such net proceeds, and Universal DeFi has no obligation to make payments from any other source. Ault Capital Group’s right to receive, and Universal DeFi’s obligation to pay, the revenue share terminates once cumulative payments total $93,750,000.

Universal DeFi has generated no revenue to date, has incurred losses since inception, and expects to continue to incur losses as it develops its operations.