Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
06 July 2022 - 3:41AM
Edgar (US Regulatory)
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): July 5, 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 Nnumber, 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. ¨
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 July 5, 2022, Infinite Reality issued
a press release announcing that it has closed its previously announced acquisition of esports and entertainment conglomerate ReKTGlobal,
Inc. 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
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: July 5, 2022 |
By: |
/s/ Harvey B. Grossblatt |
|
|
Harvey B. Grossblatt |
|
|
President |
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