8-K

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 8, 2022

Universal Security Instruments, Inc.

(Exact name of registrant as specified in charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 8, 2022, Infinite Reality issued a press release announcing that it has entered into a Standby Equity Purchase Agreement with Yorkville Global Advisors, LP for up to $200 million of equity financing upon completion of the announced merger with USI. 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.

(d)     Exhibits

1

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.

2

Exhibit 99.1

Infinite Reality Secures StandbyEquity Purchase Agreement

with Yorkville Advisors Global,LP

New Yorkand Los Angeles - (March 8, 2022) – Infinite Realty, Inc., the new Metaverse innovation and entertainment company leading the Open Metaverse revolution, announced today the company has secured a Standby Equity Purchase Agreement with Yorkville Global Advisors, LP for up to $200 million of equity financing upon completion of the announced merger with Universal Security Instruments (NYSEAmerican: UUU). Completion of the announced merger with Universal Security Instruments remains subject to approval by shareholders of both Infinite Reality and Universal Security Instruments, as well as clearance and stock exchange listing by the Securities and Exchange Commission.

“This is another major step in Infinite Reality’s mission of establishing economic fairness for all creators,” said John Acunto, co-founder and Chief Executive Officer of Infinite Reality. “We will continue to fight to ensure creators are paid for their content. Infinite Reality sees a world in which all creators and brands will have access and earn money in social media and the Metaverse, including the minting, selling and trading NFTs. We are at the forefront of the revolution of this new economy.”

Joseph Simone, VP of Investments at Yorkville Advisors commented, “John Acunto and the team at Infinite Reality recognize that creators of content are not being properly rewarded- and seek to change this. Infinite Reality has created a technology platform that puts the control back in the creator’s hands, and, given what’s ahead with the Metaverse, there could not be a better time to monetize content. We’re excited to partner with Infinite Reality and witness the evolution across the social landscape.”

“Partnering with Yorkville Advisors is a major accomplishment for Infinite Reality,” continued Acunto. “Yorkville Advisors prides itself in providing small and medium-sized businesses access to capital to pursue their business goals.”

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. For more, go to ir.xyz.

About UniversalSecurity Instruments, Inc.

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 (NYSEAmerican: UUU).

**Media Contact:**press@ir.xyz