UUU Universal Security Instruments Inc

 

 

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): February 14, 2025

 

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):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x	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 2.02.

Results of Operations and Financial Condition.

 

On February 14, 2025, Universal Security Instruments, Inc. (the “Company”) announced its results of operations for its fiscal quarter and nine months ended December 31, 2024. A copy of the Company’s press release announcing such results dated February 14, 2025 is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission (“SEC”) and shall not be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933.

 

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the solicitation of proxies from shareholders for the Company’s Special Meeting to be held on March 6, 2025. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c)           Exhibits

 

The following exhibits are filed herewith:

 

Exhibit No.
99.1	Press Release dated February 14, 2025
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: February 18, 2025	By:	/s/ Harvey B. Grossblatt
		Harvey B. Grossblatt
		President

 

 

Exhibit 99.1

 

 

For Immediate Release 

Contact: Harvey Grossblatt, CEO 

Universal Security Instruments, Inc.

(410) 363-3000, Ext. 224

or

Zachary Mizener

Lambert & Co.

(315) 529-2348

 

Universal Security Instruments Reports Third-Quarter Results

 

OWINGS MILLS, Md. February 14, 2025 - Universal Security Instruments, Inc. (NYSE AMEX: UUU) today announced results for its fiscal third quarter and nine months ended December 31, 2024.

 

For the three months ended December 31, 2024, sales increased 18.9% to $5,535,148 compared to sales of $4,654,978 for the same period last year. The Company reported a net loss of $936,639, or $0.40 per basic and diluted share, compared to net income of $102,176 or $0.04 per basic and diluted share for the same period last year.

 

For the nine months ended December 31, 2024, sales increased 15.0% to $17,336,933 versus $15,071,204 for the same period last year. The Company reported a net loss of $801,867, or $0.35 per basic and diluted share, compared to net income of $80,881 or $0.03, per basic and diluted share for the corresponding 2023 period.

 

Harvey Grossblatt, CEO said: “As previously reported, on October 29, 2024, the Company entered into an Asset Purchase Agreement with Feit Electric Company, Inc. The quarterly and year-to-date results for the periods ended December 31, 2024, were lower due to bulk sales of excess and obsolete inventory at reduced gross profit margins and substantial expenses which we incurred in the quarter and nine months ended December 31, 2024, in furtherance of the potential asset sale. The Company expects to continue business as usual while it seeks shareholder approval of the potential sale and closing of the Asset Purchase Agreement which, if approved, is expected to occur in the second quarter of calendar 2025.”

 

Mr. Grossblatt added: “Our Board approved the asset sale to Feit after much consideration to allow the Company to drive long-term value for our shareholders. If the asset sale is not approved, the Company will need to consider alternatives, including delisting its shares from the NYSE MKT and terminating its periodic reporting obligations under the federal securities laws. For assistance in voting your shares, please call our proxy solicitor, Laurel Hill Advisory Group LLC, at 1-888-742-1305.”

 

UNIVERSAL SECURITY INSTRUMENTS, INC. is a U.S.-based manufacturer and distributor of safety and security devices. Founded in 1969, the Company has an over 56-year heritage of developing innovative and easy-to-install products, including smoke, fire and carbon monoxide alarms. For more information on Universal Security Instruments, visit our website at www.universalsecurity.com.

 

 

"Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain matters discussed in this news release may constitute forward-looking statements within the meaning of the federal securities laws that inherently include certain risks and uncertainties.  Actual results could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, among other items, currency fluctuations, the impact of current and future laws and governmental regulations affecting us and other factors which may be identified from time to time in our Securities and Exchange Commission filings and other public announcements.  We do not undertake and specifically disclaim any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.  We will revise our outlook from time to time and frequently will not disclose such revisions publicly.

 

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UNIVERSAL SECURITY INSTRUMENTS, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(UNAUDITED)

 

		Three Months Ended December 31,
		2024				2023
Sales		$	5,535,148			$	4,654,978
Net (loss) income			(936,639	)			102,176
(Loss) Earnings per share:
Basic and diluted		$	(0.40	)		$	0.04
Weighted average number of common shares outstanding:
Basic and diluted			2,312,887				2,312,887

 

		Nine Months Ended December 31,
		2024				2023
Sales		$	17,336,933			$	15,071,204
Net (loss) income			(801,867	)			80,881
(Loss) Earnings per share:
Basic and diluted		$	(0.35	)		$	0.03
Weighted average number of common shares outstanding:
Basic and diluted			2,312,887				2,312,887

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		Dec. 31, 2024				Dec. 31, 2023
ASSETS
Cash		$	58,882			$	39,178
Accounts receivable and amount due from factor			3,277,573				3,353,127
Inventory			6,060,327				4,880,508
Prepaid expense			123,744				399,318
TOTAL CURRENT ASSETS			9,520,526				8,672,131
PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS–NET			67,861				231,823
OTHER ASSETS			-				-
TOTAL ASSETS		$	9,588,387			$	8,903,954
LIABILITIES AND SHAREHOLDERS’ EQUITY
Line of credit – factor.		$	1,499,653			$	1,121,064
Short-term portion of operating lease liability			53,289				156,851
Accounts payable			3,431,950				1,878,990
Accrued liabilities			442,335				254,062
TOTAL CURRENT LIABILITIES			5,427,227				3,410,967
LONG TERM PORTION OF OPERATING LEASE LIABILITY			-				53,289
TOTAL LONG-TERM LIABILITIES			-				53,289
SHAREHOLDERS’ EQUITY:
Common stock, $.01 par value per share; authorized 20,000,000 shares; issued and outstanding 2,312,887 at December 31, 2024 and 2023			23,129				23,129
Additional paid-in capital			12,885,841				12,885,841
Accumulated Deficit			(8,747,810	)			(7,469,272	)
TOTAL SHAREHOLDERS’ EQUITY			4,161,160				5,439,698
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	9,588,387			$	8,903,954

 

v3.25.0.1

Cover	Feb. 14, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 14, 2025
Entity File Number	001-31747
Entity Registrant Name	Universal Security Instruments, Inc.
Entity Central Index Key	0000102109
Entity Tax Identification Number	52-0898545
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	11407 Cronhill Drive
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Owings Mills
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21117
City Area Code	410
Local Phone Number	363-3000
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	UUU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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