8-K
UNIVERSAL SAFETY PRODUCTS, INC. (UUU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 4, 2022
Universal Security Instruments, Inc.
(Exact name of registrant as specified in charter)
| Maryland | 001-31747 | 52-0898545 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
11407 Cronhill Drive, Suite A
Owings Mills, MD 21117
(Address of Principal Executive Offices and Zip Code)
(410) 363-3000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | UUU | NYSE MKT LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
|---|
As previously reported, on February 25, 2022, Universal Security Instruments, Inc, a Maryland corporation . (“USI”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among USI, a wholly owned subsidiary of USI and Infinite Reality, Inc., a Delaware corporation (“Infinite Reality”). On March 4, 2022, Infinite Reality issued a press release announcing a scheduled video conference call. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit Mumber | Description |
|---|---|
| 99.1 | Press release of Infinite Reality, Inc. issued on March 4, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNIVERSAL SECURITY INSTRUMENTS, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: March 4, 2022 | By: | /s/ Harvey B. Grossblatt |
| --- | --- | --- |
| Harvey B. Grossblatt | ||
| President |
Exhibit 99.1
Infinite Reality Sets VideoConference Call From the Metaverse
Thursday, March 10, 2022,at 4:15 PM ET
Los Angeles - (March 4, 2022)- Infinite Reality, Inc. (“Infinite Reality”), the new Metaverse innovation and entertainment company born out of the powerful combination of social ecommerce platform app Display Social, leading entertainment production facility Thunder Studios, and groundbreaking Metaverse technology and innovation company Infinite Reality, will hold a video conference call broadcast from the Metaverse on Thursday, March 10, 2022 at 4:15 PM Eastern time.
John Acunto, Infinite Reality CEO, will host the call to announce Infinite Reality, Inc’s. planned merger with Universal Security Instruments (NYSEAmerican: UUU).
Date: Thursday, March 10, 2022
Time: 4:15 PM Eastern / 1:15 PM Pacific
Click HERE to enter the Metaverse and view the presentation (full link below)
Dial-In: (833) 945-2458
International Dial-In: (520) 809-9761
Conference ID: 6417709
Passcode: 8339452458, 5208099761
Please log in or call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and email.
Questions in text or video must be submitted by Wednesday, March 9 at 5 PM ET to press@ir.xyz.
The presentation will be broadcast live and available for replay at HERE after 8:00 PM Eastern time on the same day.
Full presentation link: https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=A70E6704-F820-450C-9381-EF81674C9EA7
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About InfiniteReality, Inc.
Infinite Reality is committed to helping brands and creators build their own online community platforms with integrated social, Metaverse, streaming, and a unique suite of tools to maximize engagement, entertainment, and commerce. By providing both the back-end and front-end resources, iR empowers anyone with a phone or computer to capitalize on their social creativity and create their own unique place in the Metaverse.
About UniversalSecurity Instruments, Inc. (NYSEAmerican: UUU)
USI is a U.S.-based manufacturer and distributor of safety and security devices. Founded in 1969, the Company has a 53-year heritage of developing innovative and easy-to-install products, including smoke, fire and carbon monoxide alarms. For more information on USI, visit our website at www.universalsecurity.com.
**Media Contact:**Gillian Sheldon
213.718.3880
gillian@sheldonstrategy.com