Universal Security Instruments Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Leadership Update, Financial Statements and Exhibits
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INFORMATION TO BE INCLUDED IN THE REPORT
| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously announced, on October 29, 2024, Universal Security Instruments, Inc. and its wholly-owned subsidiary, USI Electric, Inc. (collectively, the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Feit Electric Company, Inc., a California corporation (“Feit Electric”), pursuant to which Feit Electric agreed to acquire certain assets of the Company (the “Asset Sale”), consisting of smoke alarm and carbon monoxide alarm inventory (“Eligible Inventory”) and certain non-tangible assets of the Company, for an aggregate cash payment to the Company of $6 million, subject to adjustment based upon the value of the Eligible Inventory at the time of closing (the “Closing”). The Asset Sale was approved by the Company’s shareholders on April 15, 2025.
On May 22, 2025, the Company and Feit Electric entered into Amendment Number One to Asset Purchase Agreement (the “Amendment”). The purpose of the amendment was to amend certain provisions of the Agreement to reflect that the Company would not be dissolving its operations and will continue, following the Closing, in the business of importing and marketing product lines other than smoke alarms and carbon monoxide alarms.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this Current Report by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
Certain information required by this Item 2.01 with respect to the Asset Sale is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
The Asset Sale closed on May 22, 2025. The purchase price, based on the value of the Eligible Inventory at the time of Closing, was $4,955,107.90.
The Company intends to continue importing and marketing its product lines other than smoke alarms and carbon monoxide alarms following the Closing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 22, 2025, the Board of Directors of the Company (the “Board”) appointed the following two additional directors in accordance with the previously announced Memorandum of Understanding (“MOU”), by and between the Company and Ault & Company, Inc., a Delaware corporation (“A&C”), dated as of April 15, 2025:
| · | Henry Nisser was appointed to serve as a director until the 2026 Annual Meeting of Shareholders or until his successor is duly elected and qualifies, and |
| · | Milton C. (Todd) Ault, III was appointed to serve as a director until the 2027 Annual Meeting of Shareholders or until his successor is duly elected and qualifies. |
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As of the date hereof, neither Mr. Nisser nor Mr. Ault has been appointed to any committees of the Board, and no determination has yet been made with respect to any such appointment.
Other than pursuant to the transactions described in the MOU, neither Mr. Nisser nor Mr. Ault has participated in any transactions with the Company nor are there currently any proposed transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. In addition, there are no family relationships between Mr. Nisser or Mr. Ault and any of the Company’s executive officers or other directors.
The Board has determined that Mr. Nisser and Mr. Ault are “independent” directors, as independence is defined in the listing rules for NYSE American LLC.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The unaudited pro forma financial statements as of and for the nine months ended December 31, 2024 are filed herewith and attached hereto as Exhibit 99.1, and are incorporated herein by reference.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No.
| 10.1 | Amendment Number One to Asset Purchase Agreement by and between Feit Electric Company, Inc., Universal Security Instruments, Inc. and USI Electric, Inc. dated May 22, 2025. |
| 99.1 | Unaudited pro forma financial statements as of and for the nine months ended December 31, 2024. |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| 104 | Interactive Data File (embedded within the Inline XBRL document). |
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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 thereunto duly authorized.
| UNIVERSAL SECURITY INSTRUMENTS, INC. | ||
| Date: May 29, 2025 | By: | /s/ Harvey B. Grossblatt |
| Harvey B. Grossblatt | ||
| President | ||
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