Universal Security Instruments Enters Material Agreement

TL;DR

USUR signed a big deal, filing shows. Details scarce.

AI Summary

Universal Security Instruments, Inc. announced on October 29, 2024, that it entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing. Specific details regarding the agreement and financial information were not provided in the excerpt.

Why It Matters

This filing indicates a significant new development for Universal Security Instruments, Inc., potentially impacting its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the lack of specific details necessitates a medium risk assessment.

Key Players & Entities

• Universal Security Instruments, Inc. (company) — Registrant
• October 29, 2024 (date) — Date of Earliest Event Reported
• Maryland (jurisdiction) — State of Incorporation
• 52-0898545 (identifier) — I.R.S. Employer Identification Number
• 11407 Cronhill Drive, Suite A (address) — Principal Executive Offices
• Owings Mills, MD 21117 (address) — Principal Executive Offices
• 410-363-3000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $6 million — te cash consideration to the Company of $6 million (the "Base Purchase Price"). The Base P
• $2.51 — n to shareholders will be approximately $2.51 per share, which represents a premium o

Filing Documents

• tm2427145d1_8k.htm (8-K) — 39KB
• tm2427145d1_ex10-1.htm (EX-10.1) — 322KB
• 0001104659-24-112715.txt ( ) — 610KB
• uuu-20241029.xsd (EX-101.SCH) — 3KB
• uuu-20241029_lab.xml (EX-101.LAB) — 33KB
• uuu-20241029_pre.xml (EX-101.PRE) — 22KB
• tm2427145d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On October 29, 2024, Universal Security Instruments, Inc., a Maryland corporation ("USI") and USI's wholly-owned subsidiary, USI Electric, Inc., a Texas corporation ("USI Electric" and, together with USI, the "Company"), on the one hand, entered into an Asset Purchase Agreement (collectively, including its exhibits and ancillary agreements, the "Agreemen t ") with Feit Electric Company, Inc., a California corporation ("Feit Electric"), on the other hand, pursuant to which Feit Electric agreed to acquire substantially all of the assets of the Company, consisting of certain inventory ("Eligible Inventory") and non-tangible assets of the Company, for aggregate cash consideration to the Company of $6 million (the "Base Purchase Price"). The Base Purchase Price is subject to adjustment as provided in the Agreement based upon the value of the Eligible Inventory at the time of closing (the "Closing"). The Agreement contains customary representations, warranties and covenants. The Closing is subject to the satisfaction or waiver of certain customary closing conditions, including but not limited to, the approval of the transaction by the requisite vote of USI's stockholders. The Agreement also contains customary termination provisions. The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference. The Agreement has been included to provide stockholders and investors with information regarding its terms. It is not intended to provide any other factual information about the Company or Feit Electric. In particular, the assertions embodied in the representations and warranties contained in the Agreement are subject to qualifications and limitations agreed to by the respective parties in connection wit

01. Other

Item 8.01. Other Events. As previously announced, USI's Board of Directors has, from time to time, considered a number of factors that greatly impact USI's future prospects and shareholder value, including: (a) USI's business, operational and financial prospects, and the limited upside value available to shareholders if USI continues as an independent stand-alone business; (b) the competitive landscape in USI's market, the need for capital to generate significant growth and USI's limited sources for such capital; (c) import and supply chain challenges, the increased costs resulting from such challenges, and the projected duration of the current supply chain issues; and (d) USI's management and succession planning. The Board of Directors has been exploring a diverse range of strategic transaction options for more than three years in an effort to deliver enhanced value to its shareholders, including a sale of USI. USI's Board of Directors has approved the asset sale and believes that this transaction is in the best interests of USI's shareholders. In addition to the asset sale, the Board of Directors approved, subject to shareholder approval, the subsequent liquidation and dissolution of USI. A shareholder vote will be sought by proxy solicitation, which will include approval of the asset sale and approval of a plan of dissolution calling for the liquidation of any remaining assets, satisfying or making reasonable provisions for any remaining obligations, and making distributions to our shareholders of available proceeds. The Board of Directors intends to seek to distribute remaining funds to USI's shareholders as quickly as possible, as permitted by law and the plan of dissolution. The amount available for distribution to shareholders will depend on the total of the final purchase price paid by Feit Electric, cash available to USI following the sale of its inventory not purchased by Feit Electric, and collections on outstanding receivables, less payment of USI's o

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1 Asset Purchase Agreement by and between Feit Electric Company, Inc., Universal Security Instruments, Inc. and USI Electric, Inc. dated October 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: October 30, 2024 By: /s/ Harvey B. Grossblatt Harvey B. Grossblatt President 3

View Full Filing

View this 8-K filing on SEC EDGAR