Filing Analysis
Universal Safety Products, Inc. has amended its Articles of Incorporation to significantly increase authorized common stock from 20 million to 525 million shares and eliminate super-majority voting requirements.
π© Red Flags
- Massive increase in authorized share count (25x increase) often precedes significant equity dilution via secondary offerings or warrants.
- Elimination of super-majority voting requirements makes the company more susceptible to hostile takeovers or rapid changes in corporate control.
π Key Facts
- Authorized shares increased from 20,000,000 to 525,000,000.
- Elimination of super-majority voting requirements; future amendments now require a simple majority vote.
- The changes were approved by stockholders at a Special Meeting on July 31, 2026.
- Articles of Amendment filed with the Maryland SDAT on August 7, 2026.
Universal Safety Products, Inc. entered into a Securities Purchase Agreement with SJC Lending LLC to sell convertible promissory notes with a total purchase price of up to $10.0 million. The funding is structured in eleven tranches, with the first $1.0 million tranche closed on June 12, 2026.
π© Red Flags
- Significant dilution risk: The potential issuance of $10M in convertible debt for a micro-cap company often leads to massive share dilution.
- Original Issue Discount (OID): The notes include a 6% discount, meaning the company is paying a premium for the capital immediately.
- Restrictive Covenants: The company is prohibited from entering into variable rate transactions for one year.
- Right of First Refusal (ROFR): SJC Lending LLC has a ROFR on all future public or private equity offerings for one year, potentially blocking other strategic investors.
π Key Facts
- Total potential funding: $10.0 million purchase price for up to $10.6 million in principal face amount of Convertible Notes.
- Tranche structure: 11 separate closings; initial tranche of $1.0 million (principal $1.06M) closed on June 12, 2026.
- Interest rate: 8% per annum, escalating to 20% upon an event of default.
- Conversion Price: The greater of $1.00 (Floor Price) or 80% of the lowest VWAP for the 5 trading days prior to conversion, capped at $10.00.
- Maturity: Notes mature on the first anniversary of issuance.
- Stockholder Approval: Required for issuances exceeding 19.99% of outstanding common stock.
Universal Safety Products, Inc. reported the issuance of 310,575 shares of common stock resulting from the full conversion of a convertible note originally issued in September 2025. This conversion extinguished $1,357,592.70 of debt and accrued interest, leaving the note fully settled.
π© Red Flags
- Significant dilution of approximately 10.25% of the outstanding common stock (310,575 shares issued relative to 3,028,362 outstanding).
- Potential delayed reporting of the March 11, 2026 conversion, which was first reported in this May 19, 2026 filing.
π Key Facts
- On March 11, 2026, the Company issued 125,000 shares of common stock upon conversion of $470,720 of principal and accrued interest.
- On May 15, 2026, the Company issued 185,575 shares of common stock upon conversion of $886,872.70 of principal and accrued interest.
- The convertible note has been fully converted and is no longer outstanding.
- As of May 15, 2026, the Company had 3,028,362 shares of common stock outstanding.
Universal Safety Products, Inc. reported the results of its 2026 annual meeting of stockholders held on March 27, 2026. Stockholders elected three directors, ratified the company's independent auditor, and approved executive compensation on an advisory basis.
π Key Facts
- The meeting was held on March 27, 2026, with 2,717,787 shares of common stock entitled to vote as of the record date.
- Ira F. Bormel was elected as a Class II director; Harvey B. Grossblatt and Henry C.W. Nisser were elected as Class III directors.
- CBIZ CPAs P.C. was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2026, with 1,361,691 votes 'For'.
- Stockholders approved a three-year frequency for future advisory votes on executive compensation (695,035 votes in favor of 3 years).
- The advisory vote on executive compensation passed with 741,119 votes 'For' versus 115,107 'Against'.
Universal Safety Products, Inc. converted $1.5 million of convertible note principal and interest into 405,000 shares of common stock between January 26 and February 3, 2026.
π© Red Flags
- Significant dilution: The issuance of 405,000 shares represents approximately 14.9% of the total outstanding shares (based on the post-conversion count).
- Debt conversion: Use of equity to settle debt indicates potential liquidity constraints or a preference for preserving cash over equity value.
- Micro-cap volatility risk: High dilution in a small float can lead to significant downward price pressure.
π Key Facts
- Conversion period: January 26, 2026, to February 3, 2026.
- Total amount converted: $1,503,424.80 (principal and accrued interest).
- Shares issued: 405,000 shares of Common Stock.
- Post-conversion outstanding shares: 2,717,887 shares as of February 3, 2026.
Universal Safety Products, Inc. held an adjourned special meeting on December 16, 2025, where stockholders rejected all four proposed amendments to the Articles of Incorporation. The proposals included a massive increase in authorized common stock and the creation of preferred and class B shares.
π© Red Flags
- Rejection of massive share increases suggests significant shareholder opposition to potential dilution.
- The company attempted to authorize a 1,000% increase in common stock (from 20M to 220M), which is often a precursor to highly dilutive financing or a takeover defense/offense.
- High number of broker non-votes on proposals involving preferred and class B shares suggests significant institutional or large holder dissent or lack of direction.
π Key Facts
- The Special Meeting was held on December 16, 2025, following multiple adjournments from October and November 2025.
- Proposal 1 (Increase common stock from 20M to 220M shares) was rejected: 1,310,421 For vs. 187,354 Against.
- Proposal 2 (Authorize 25M shares of preferred stock) was rejected: 968,165 For vs. 104,427 Against (with 429,944 broker non-votes).
- Proposal 3 (Authorize 20M shares of Class B common stock) was rejected: 972,004 For vs. 100,763 Against.
- Proposal 4 (Eliminate super-majority voting requirements) was rejected: 1,020,008 For vs. 52,844 Against.
Universal Safety Products, Inc. failed to pass several critical shareholder proposals at its adjourned special meeting on November 14, 2025, including an authorized share increase and the creation of new stock classes. The company has adjourned the meeting again until December 16, 2025, to continue soliciting proxies for the failed measures.
π© Red Flags
- Failure to pass critical capital structure proposals (Share Increase/Preferred Stock) suggests significant shareholder opposition or lack of quorum for necessary financing activities.
- Repeated adjournments of special meetings indicate ongoing difficulty in securing the votes required for corporate restructuring or fundraising.
π Key Facts
- The Adjourned Meeting held on November 14, 2025, resulted in a failure to pass the Authorized Share Increase Proposal, the Blank Check Preferred Proposal, the Class B Common Proposal, and the Voting Rights Proposal.
- Stockholders approved Proposal 8, which allows for further adjournment of the Special Meeting.
- The next meeting (Further Adjourned Special Meeting) is scheduled for December 16, 2025.
- As of September 17, 2025, the company had 2,312,887 shares of common stock outstanding.
- Proposal 8 received 1,306,202 votes in favor and 199,648 against.
Universal Safety Products, Inc. held a special meeting of stockholders where several key proposals failed to receive sufficient votes, necessitating an adjournment of the meeting. The company is seeking additional proxy solicitations for major structural changes including share increases and preferred stock issuance.
π© Red Flags
- Failure to pass critical proposals (Share Increase, Preferred Stock, Class B Common) suggests significant shareholder opposition or lack of quorum/proxy solicitation success.
- The need for an 'Adjourned Special Meeting' indicates the company is struggling to secure enough votes for its capital structure reorganization.
π Key Facts
- Special Meeting held on October 20, 2025; adjourned to November 14, 2025.
- Approved: 2025 Equity Incentive Plan (Proposal 5).
- Approved: Equity issuances to directors and executive officers (Proposal 6).
- Approved: Issuance of additional shares underlying a convertible note dated August 13, 2025 (Proposal 7).
- Failed/Not Voted: Authorized Share Increase Proposal, Blank Check Preferred Proposal, Class B Common Proposal, and Voting Rights Proposal.
- Total outstanding voting capital stock as of Sept 17, 2025: 2,312,887 shares.
Universal Safety Products, Inc. entered into a new employment agreement with its President and CEO, Harvey B. Grossblatt, extending his term through July 31, 2027. The agreement includes significant performance-based bonuses tied to the company's ability to raise capital.
π© Red Flags
- Highly aggressive bonus structure tied directly to the company's ability to raise capital (potential incentive to prioritize fundraising over operational stability).
- Significant change-in-control and termination payouts create high potential liability for the company.
- The heavy emphasis on 'gross proceeds from capital raises' as a metric suggests the company may be in a significant fundraising phase or facing liquidity needs.
π Key Facts
- CEO Harvey B. Grossblatt's term extended through July 31, 2027.
- Base salary set at $352,286 per annum.
- Performance bonuses tied to gross proceeds from capital raises: $2.5M for reaching $100M in proceeds; additional $1M increments up to a total potential bonus of $10M if $1B is raised.
- Contains significant severance/change-in-control provisions, including 3x base salary and extended benefits.
- Includes a 'clawback' provision for compensation required by law.
Universal Safety Products, Inc. announced a one-time special cash dividend of $1.00 per share. The record date is set for September 18, 2025, with payment scheduled for September 25, 2025.
π© Red Flags
- Dividend size (>20% of share price) may cause significant downward pressure on the stock price upon ex-dividend date.
π Key Facts
- Special cash dividend amount: $1.00 per share.
- Record date: September 18, 2025.
- Payment date: September 25, 2025.
- The dividend represents more than 20% of the stock price, triggering NYSE American 'due bill' procedures.
- Ex-dividend date is expected to be September 26, 2025.
Universal Safety Products, Inc. has amended its Bylaws to allow stockholder meetings to be held at any location within or outside of Maryland and via remote communication.
π Key Facts
- The Board of Directors adopted the 'First Amendment' to the Company's Bylaws on August 28, 2025.
- The amendment modifies Article I, Sections 1 and 2(a) regarding meeting locations.
- Meetings may now be held at any place within or outside the State of Maryland.
- Meetings may be conducted via remote communication as permitted by Maryland General Corporation Law.
Universal Safety Products, Inc. entered into a Securities Purchase Agreement with SJC Lending LLC for the issuance of convertible promissory notes totaling up to $2.75 million. The deal includes an initial tranche of $1.1 million issued at an original issue discount (OID) of 10%.
π© Red Flags
- Convertible Note with Original Issue Discount (OID) structure, often used by distressed companies to attract capital.
- Death Spiral/Variable Conversion Feature: The conversion price is tied to 80% of the lowest VWAP, which can lead to significant dilution if the stock price declines.
- Restrictive Covenants: Includes a prohibition on issuing other shares for 90 days and a prohibition on variable rate transactions for one year.
- Right of First Refusal (ROFR): SJC Lending LLC has a ROFR on all future public or private equity offerings for one year, which can deter other investors.
π Key Facts
- Total principal amount of Convertible Notes: Up to $2,750,000.
- Total purchase price for the notes: Up to $2,500,000.
- Initial tranche closed on August 13, 2025, for a principal face amount of $1,100,000 at a purchase price of $1,000,000 (10% OID).
- Interest rate is 8% per annum, increasing to 20% per annum on amounts exceeding $500,000 in the event of default.
- Conversion price: Greater of $1.00 floor or 80% of the lowest VWAP over 10 trading days (capped at $10.00).
- Notes mature on the first anniversary of issuance.
- SJC Lending LLC holds a right of first refusal on future equity offerings for one year.
Universal Safety Products, Inc. announced the resignation of Board member Cary Luskin, effective July 28, 2025.
π© Red Flags
- None identified in this filing.
π Key Facts
- Cary Luskin resigned from the Board of Directors on July 28, 2025.
- The resignation was for personal reasons.
- Effective date of departure: July 28, 2025.
Universal Safety Products, Inc. received a delinquency notification from NYSE American LLC due to failure to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The company has six months to regain compliance by filing the overdue report.
π© Red Flags
- Delisting notice/Non-compliance with NYSE listing standards.
- Failure to meet mandatory SEC filing deadlines (Form 10-K).
- Risk of suspension and delisting proceedings by the Exchange at any time.
π Key Facts
- Received Delinquency Notification from NYSE Regulation on July 16, 2025.
- Failure to timely file Form 10-K for the fiscal year ended March 31, 2025 (due date was July 15, 2025).
- The company has a six-month window from the original due date to regain compliance by filing the 10-K.
- NYSE American may grant an additional six-month extension at its discretion if circumstances warrant.
- Company expects to file the Form 10-K within the initial six-month period, though no assurance is provided.
Universal Safety Products, Inc. received a delinquency notification from NYSE American LLC due to its failure to timely file its Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The company has been granted a six-month window to regain compliance by filing the required report.
π© Red Flags
- Delisting notice/Non-compliance with NYSE listing standards.
- Failure to file mandatory annual financial reports (Form 10-K).
- Risk of stock suspension or delisting if the 6-month compliance window is missed.
π Key Facts
- Received delinquency notification from NYSE Regulation on July 16, 2025.
- Failure to file Form 10-K for the fiscal year ended March 31, 2025 (due date was July 15, 2025).
- The company has six months from the original due date to regain compliance by filing the 10-K.
- NYSE American may grant an additional six-month extension at its discretion if circumstances warrant.
- The Exchange reserves the right to commence suspension and delisting proceedings at any time.
Universal Safety Products, Inc. (formerly Universal Security Instruments, Inc.) has replaced Marcum LLP with CBIZ CPAs P.C. as its independent auditor following the acquisition of Marcum's attest business by CBIZ.
π© Red Flags
- Existing material weakness in management review controls over classification and disclosure of financial statement amounts (FY 2023, 2024).
- Existing material weakness in management review controls over classification and accounting for income taxes (FY 2023, 2024).
- Existing material weakness in management's review and control over documentation supporting general ledger entries (FY 2024).
π Key Facts
- Effective June 2, 2025, CBIZ was engaged as the Companyβs independent registered public accounting firm.
- Marcum LLP resigned due to the acquisition of its attest business by CBIZ.
- The company reported no disagreements with Marcum regarding accounting principles or auditing procedures.
- The company confirmed there were no reportable events other than previously disclosed material weaknesses in internal controls.
Universal Security Instruments, Inc. completed the sale of its smoke and carbon monoxide alarm inventory and certain non-tangible assets to Feit Electric Company, Inc. for approximately $4.96 million. The company amended its original agreement to clarify that it will continue operations focusing on other product lines rather than dissolving.
π© Red Flags
- Significant divestiture of core inventory/product lines (smoke/CO alarms).
- Board appointments linked to an MOU with Ault & Company, Inc., suggesting potential influence from a third-party entity/investor.
- Company is pivoting its business model following the sale.
π Key Facts
- Asset sale closed on May 22, 2025.
- Final purchase price was $4,955,107.90 based on inventory value at closing.
- The buyer is Feit Electric Company, Inc.
- The company amended the Asset Purchase Agreement to confirm it will not dissolve and will continue importing/marketing non-smoke alarm product lines.
- Two new directors, Henry Nisser and Milton C. (Todd) Ault, III, were appointed to the Board per a Memorandum of Understanding with Ault & Company, Inc.
Universal Security Instruments, Inc. has entered into a Memorandum of Understanding (MOU) with Ault & Company, Inc. regarding the sale of substantially all company assets to Feit Electric Company, Inc. and a potential restructuring/investment plan.
π© Red Flags
- Asset Sale: The company is selling 'all or substantially all of the Company's assets'.
- Liquidation/Dissolution: The MOU contemplates a plan for complete liquidation and dissolution.
- Financial Distress Indicators: A&C is providing funds specifically to cover SEC reporting costs and stock exchange listing fees, suggesting liquidity issues.
- Complex Restructuring: The involvement of convertible notes with original issue discount features and the creation of new subsidiaries suggests highly complex/distressed restructuring.
π Key Facts
- Company entered an MOU with Ault & Company, Inc. (A&C) on April 15, 2025.
- A&C agreed to vote all its shares in favor of the sale of substantially all assets to Feit Electric Company, Inc. and the liquidation/dissolution of the company.
- The MOU includes a 'Negotiation Period' of at least 90 days following shareholder approval of the asset sale during which dissolution is stayed.
- A&C or its affiliates may make an investment via convertible note (up to 19.9% of market cap) to fund operating capital for a new subsidiary and facilitate a distribution to shareholders.
- A&C committed up to $400,000 in a convertible note to cover the company's SEC reporting costs and NYSE listing fees.
- The Board size is being reduced from 3-15 members to 3-6 members via Bylaw amendments.
Universal Security Instruments, Inc. shareholders approved the sale of substantially all company assets to Feit Electric Company, Inc., but rejected the proposal for complete liquidation and dissolution. The company is now evaluating alternatives such as cash dividends or recapitalization due to the failure of the dissolution plan.
π© Red Flags
- Asset Sale involves 'substantially all of the assets,' effectively ending current operations.
- The failure to approve dissolution creates legal and structural uncertainty for shareholders regarding the final distribution of proceeds.
- Company is in a state of transition/survival mode, evaluating 'alternatives' like recapitalization.
π Key Facts
- Shareholders approved the Asset Sale to Feit Electric Company, Inc. with 1,550,126 shares 'For' (exceeding the required 1,541,858 threshold).
- Shareholders rejected the Dissolution of the company with only 1,539,736 shares 'For' (falling short of the required 1,541,858 threshold).
- The Charter Amendment to change the name to 'Universal Safety Products, Inc.' was approved.
- 85.5% of total outstanding shares (1,978,248 shares) were represented at the meeting held on April 15, 2025.
- Management is considering alternatives including cash dividends, acquisitions, or a reverse merger/recapitalization.
Universal Security Instruments, Inc. has adjourned its Special Meeting of Shareholders to April 15, 2025, in an attempt to solicit more proxies for critical votes regarding an Asset Sale Proposal or a Dissolution Proposal. Failure to pass these proposals may lead to the company delisting from the NYSE MKT and terminating federal reporting obligations.
π© Red Flags
- Potential delisting from NYSE MKT if proposals are not approved.
- Risk of termination of periodic reporting obligations (effectively exiting public markets).
- The company is in a state of existential uncertainty, debating between asset liquidation/sale or total dissolution.
- Adjournment of meeting suggests insufficient proxy support to reach the required quorum or majority for critical structural changes.
π Key Facts
- The Special Meeting originally convened on January 23, 2025, was adjourned on March 24, 2025.
- The meeting is reconvened for April 15, 2025, at 10:00 a.m. ET.
- Shareholders of record as of December 19, 2024, are eligible to vote.
- The core proposals involve an 'Asset Sale Proposal' or a 'Dissolution Proposal'.
- The Board of Directors has already approved the Asset Sale and Dissolution as the preferred path for shareholder value.
Universal Security Instruments, Inc. has adjourned its Special Meeting of Shareholders to March 24, 2025, in an attempt to solicit more proxies for critical votes regarding an Asset Sale Proposal or a Dissolution Proposal. Failure to approve these proposals may lead the company to delist from the NYSE MKT and terminate federal reporting obligations.
π© Red Flags
- Potential delisting from the NYSE MKT if proposals fail.
- Threat of termination of periodic reporting obligations under federal securities laws.
- Company is in a state of existential decision-making (Asset Sale vs. Dissolution).
- Need for additional proxy solicitation indicates current voting results are insufficient to pass critical measures.
π Key Facts
- The Special Meeting originally convened on January 23, 2025, was adjourned on March 6, 2025.
- The meeting is reconvened for March 24, 2025, at 10:00 a.m. ET to vote on proposals in the Proxy Statement dated December 27, 2024.
- Shareholders of record as of December 19, 2024, are eligible to vote.
- The Board is seeking approval for an Asset Sale and Dissolution to drive long-term shareholder value.
Universal Security Instruments, Inc. announced its quarterly and nine-month financial results for the period ended December 31, 2024. The filing also notes that this report may be considered solicitation material regarding a Special Meeting scheduled for March 6, 2025.
π Key Facts
- Results of operations and financial condition announced for fiscal quarter and nine months ended Dec 31, 2024.
- Company has scheduled a Special Meeting for shareholders on March 6, 2025.
- The filing serves as solicitation material in respect to the proxy solicitation for said meeting.
Universal Security Instruments, Inc. adjourned its Special Meeting of Shareholders to March 6, 2025, after shareholders approved a proposal to allow the Board to adjourn the meeting to solicit more proxies. The adjournment is intended to secure sufficient votes for critical pending proposals regarding an Asset Sale and Dissolution.
π© Red Flags
- Pending 'Dissolution Proposal' indicates the company is in the process of winding down operations.
- Pending 'Asset Sale Proposal' suggests a liquidation or major restructuring event is underway.
- The need to adjourn specifically to solicit more proxies implies the company failed to reach the required threshold for its existential proposals on the first attempt.
π Key Facts
- Special Meeting held on January 23, 2025.
- Quorum was present with 1,649,857 shares (71.3% of total outstanding) represented.
- Shareholders approved the 'Adjournment Proposal' to allow the Board to adjourn the meeting to solicit additional proxies.
- The meeting is reconvened for March 6, 2025, at 10:00 a.m. ET.
- The adjournment aims to secure votes for two critical pending items: an 'Asset Sale Proposal' and a 'Dissolution Proposal'.
- Record date for voting remains December 19, 2024.
Universal Security Instruments, Inc. (USI) announced that its CEO, Harvey B. Grossblatt, has waived certain 'change of control' payments related to the company's pending asset purchase agreement with Feit Electric Company, Inc.
π© Red Flags
- Transaction structure: The asset purchase agreement is being conducted through a 'wholly owned subsidiary,' which can sometimes be used to ring-fence liabilities or isolate assets during a divestiture/sale.
π Key Facts
- On November 18, 2024, USI and CEO Harvey B. Grossblatt entered into a Letter Agreement.
- The agreement involves the waiver of certain 'change of control' payments under his July 18, 2005 employment agreement.
- The waiver is specifically triggered by the transaction with Feit Electric Company, Inc. pursuant to an Asset Purchase Agreement dated October 29, 2024.
- The transaction involves a wholly owned subsidiary of USI and Feit Electric Company, Inc.
Universal Security Instruments, Inc. held its Annual Meeting of Stockholders on November 7, 2024. The meeting resulted in the election of a new director and approval of shareholder proposals regarding executive compensation and auditor selection.
π Key Facts
- Annual Meeting held on November 7, 2024.
- Ronald A. Seff, M.D. was elected to the Board of Directors for a three-year term.
- Shareholder vote participation: 1,194,384 shares (51.6% of total shares entitled to vote).
- Non-binding resolution on executive compensation was approved.
- Proposal to authorize the selection of an auditor for fiscal year 2025 was approved.
Universal Security Instruments, Inc. (USI) has issued information letters to sales representatives regarding the contemplated sale of an asset/subsidiary to Feit Electric Company, Inc., following an agreement entered into on October 29, 2024.
π© Red Flags
- Asset disposition can sometimes indicate a strategic pivot or liquidity need in micro-cap companies, though not inherently negative without valuation context.
π Key Facts
- On October 29, 2024, USI entered into an Asset Purchase Agreement with Feit Electric Company, Inc.
- The transaction involves a wholly owned subsidiary of USI and Feit Electric Company, Inc.
- As of November 4, 2024, the company has begun notifying sales representatives about the contemplated sale via information letters.
Universal Security Instruments, Inc. (USI) has entered into an agreement to sell substantially all of its assets and inventory to Feit Electric Company, Inc. for a base price of $6 million. Following the asset sale, the company intends to undergo liquidation and dissolution.
π© Red Flags
- Complete liquidation and dissolution of the company.
- Sale of 'substantially all assets' indicates the end of the company as a going concern/operating entity.
- Management cites limited upside value for shareholders if remaining independent, supply chain challenges, and capital constraints as drivers for the sale.
π Key Facts
- Asset Purchase Agreement signed on October 29, 2024, with Feit Electric Company, Inc.
- Transaction involves the sale of substantially all assets, including inventory ('Eligible Inventory') and non-tangible assets.
- Base Purchase Price is $6 million, subject to adjustment based on final inventory value at closing.
- The Board has approved a subsequent plan for liquidation and dissolution of the company.
- Estimated distribution to shareholders is approximately $2.51 per share (an 83% premium over the Oct 29, 2024, closing price).
- Transaction requires approval from stockholders holding at least two-thirds of outstanding common stock.
Universal Security Instruments, Inc. entered into an addendum to the employment agreement of its President and CEO, Harvey B. Grossblatt. The addendum extends his employment term by one year and maintains specific bonus threshold criteria.
π© Red Flags
- Executive compensation/term extension in a micro-cap context can sometimes signal management entrenchment or lack of succession planning, though this specific filing is routine.
π Key Facts
- Date of event: July 10, 2024
- The Addendum extends CEO Harvey B. Grossblatt's employment term from July 31, 2024, to July 31, 2025.
- Bonus criteria maintained: The bonus threshold for the fiscal year beginning April 1, 2024, remains at 4% of shareholders' equity as of April 1, 2024.