NORWALK, Conn. and OWINGS MILLS, Md., Feb.
25, 2022 /PRNewswire/ -- Universal Security Instruments,
Inc. (NYSEAmerican: UUU) ("USI") and Infinite Reality, Inc.
("Infinite Reality"), the new Metaverse innovation and
entertainment company born out of the powerful combination of
social ecommerce platform app Display Social and leading
entertainment production facility Thunder Studios, announced today
they have entered into a definitive merger agreement. Under this
agreement, shareholders of Infinite Reality will become the
majority owners of USI's outstanding common stock upon the closing
of the merger. Subject to approval by shareholders of both Infinite
Reality and USI, as well as SEC clearance and stock exchange
approval, the proposed merger will result in a publicly traded
company operating under the Infinite Reality name.
As part of the transaction, USI today announced that it is
evaluating strategic alternatives to maximize the value of its
safety and security device operating business.
John Acunto, Chief Executive
Officer of Infinite Reality said, "Today is a big day for Infinite
Reality's mission of establishing economic fairness for all content
creators. Infinite Reality is leading the revolution of the new
creator-focused economy and is building a world in which its users
will have access to, and earn money in, the social Metaverse,
which includes minting, selling, and trading NFTs, providing
creators themselves the ability to directly monetize their own
content. This merger is an exciting next step and gives the company
broader access to the capital markets, and further supports our
commitment to disrupting social media and social commerce through
the democratization of the open Metaverse. Infinite Reality has
already secured over $50,000,000 in
financing, and we are in the process of finalizing terms on further
investments that will come into place upon the merger. As we become
a publicly traded entity, we look forward to accelerating our
platform and growth."
Harvey Grossblatt, Chief
Executive Officer of USI, commented, "The USI board's
recommendation to merge with Infinite Reality and seek to maximize
the value to our shareholders of USI's operating business comes
after a thorough review of USI's current operations and strategic
alternatives. The decision by our management and board will allow
our shareholders to participate in the upside opportunity being
offered by Infinite Reality while simultaneously continuing to
benefit from the ongoing value of USI's historic business. We
believe the combination with Infinite Reality will allow us to
merge with an innovative and forward-looking partner focusing on
the ubiquitous social media, Metaverse and NFT world, thereby
allowing our shareholders the opportunity to realize value in a
very active sector in the market. The value to our shareholders
from receiving an equity interest in Infinite Reality together with
the value we are able to derive from our continuing business should
represent a premium to the Company's current trading price, is an
ideal way to maximize shareholder value and is in the best
interests of our shareholders, employees and other
stakeholders."
Proposed Transaction Detail
Immediately following the
closing of the merger, the Infinite Reality shareholders will hold
approximately 97% of USI's outstanding common stock and the
shareholders of USI prior to the merger will retain ownership of
approximately 3% of USI's outstanding shares. In addition,
the value of the business assets of USI and its ongoing business
will continue to inure to the benefit of the pre-merger
shareholders of USI.
Upon completion of the merger, which is expected to close in the
second quarter of 2022, USI will change its name to Infinite
Reality, Inc. and the Infinite Reality board of directors and
management will lead the merged company, while USI's current
management will continue to manage the USI assets and operating
business.
About Infinite Reality, Inc.
Infinite Reality (iR) is
the social Metaverse technology company born from the dynamic
merger of Display Social, the venture-backed, social commerce media
platform and app better known as the "social that pays," and
Thunder Studios, the fully integrated entertainment services
company. Infinite Reality is focused on the mission that creators
should be financially rewarded for the quality content they
produce. By providing creators, artists, innovators, and companies
with the tools they need to help build the Metaverse and be
rewarded for their social media interaction, iR empowers anyone
with a phone or computer to both capitalize on their social
creativity and create their own unique piece of the Metaverse. For
more: theinfinitereality.com and displaysocial.com.
About Universal Security 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.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed merger, USI and
Infinite Reality intend to file relevant materials with the
Securities and Exchange Commission, or the SEC, including a
registration statement on Form S-4 that will contain a prospectus
and a proxy statement. Investors and security holders of USI and
Infinite Reality are urged to read these materials when they become
available because they will contain important information about
USI, Infinite Reality and the proposed merger. The proxy statement,
prospectus and other relevant materials (when they become
available), and any other documents filed by USI with the SEC, may
be obtained free of charge at the SEC website at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by USI by directing a written
request to: Universal Security Instruments, c/o Harvey Grossblatt, Chief Executive Officer, 1407
Cronhill Drive, Suite A, Owings Mills,
MD 21117. Investors and security holders are urged to read
the proxy statement, prospectus and the other relevant materials
when they become available before making any voting or investment
decision with respect to the proposed merger.
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.
Participants in the Solicitation
USI and its directors
and executive officers and Infinite Reality and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of USI in connection
with the proposed transaction under the rules of the SEC.
Information about the directors and executive officers of USI and
their ownership of shares of USI's common stock is set forth in its
Annual Report on Form 10-K for the year ended March 31, 2021, which was filed with the SEC on
July 8, 2021, and in subsequent
documents filed with the SEC, including the joint proxy
statement/prospectus referred to above. Additional information
regarding the persons who may be deemed participants in the proxy
solicitations and a description of their direct and indirect
interests in the proposed transactions, by security holdings or
otherwise, will also be included in the joint prospectus/proxy
statement and other relevant materials to be filed with the SEC
when they become available. These documents are available free of
charge at the SEC's web site (www.sec.gov) and from the Chief
Executive Officer at USI at the address described above.
Forward-Looking Statements
This communication contains
"forward-looking statements." USI and Infinite Reality generally
identify forward- looking statements by terminology such as "may,"
"should," "expects," "plans," "anticipates," "could," "intends,"
"target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these
terms or other similar words. These statements are only
predictions. USI and Infinite Reality have based these
forward-looking statements largely on their then-current
expectations and projections about future events and financial
trends as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond each of USI's and Infinite Reality's control. USI's and
Infinite Reality's actual results could differ materially from
those stated or implied in forward-looking statements due to a
number of factors, including but not limited to: (i) risks
associated with USI's ability to obtain the shareholder approval
required to consummate the proposed transactions and the timing of
the closing of the proposed transaction, including the risks that a
condition to closing would not be satisfied within the expected
timeframe or at all or that the closing of the proposed
transactions will not occur; (ii) the outcome of any legal
proceedings that may be instituted against the parties and others
related to the proposed transactions; (iii) the occurrence of any
event, change or other circumstance or condition that could
give rise to the termination of the proposed transactions, (iv)
unanticipated difficulties or expenditures relating to the proposed
transactions, the response of business partners and competitors to
the announcement of the proposed transactions, and/or potential
difficulties in employee retention as a result of the announcement
and pendency of the proposed transactions; and (v) those risks
detailed in USI's most recent Annual Report on Form 10-K and
subsequent reports filed with the SEC, as well as other documents
that may be filed by USI from time to time with the SEC.
Accordingly, you should not rely upon forward-looking statements as
predictions of future events. Neither USI nor Infinite Reality can
assure you that the events and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual
results could differ materially from those projected in the
forward-looking statements. The forward-looking statements made in
this communication relate only to events as of the date on which
the statements are made. Except as required by applicable law or
regulation, USI and Infinite Reality undertake no obligation to
update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to
reflect the occurrence of an unanticipated event.
Infinite Reality
Sheldon Strategy for Infinite
Reality
Gillian Sheldon
Gillian@sheldonstrategy.com
USI Investor Contact
Harvey
Grossblatt, CEO
Universal Security Instruments. Inc.
Harvey@universalsecurity.com
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SOURCE Universal Security Instruments, Inc.