Current Report Filing (8-k)
September 08 2020 - 6:01AM
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):
August 31, 2020
UNIVERSAL SECURITY INSTRUMENTS, INC.
(Exact name of registrant as specified in
its charter)
Maryland
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001-31747
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52-0898545
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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11407 Cronhill Drive, Suite A, Owings
Mills, Maryland 21117
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (410) 363-3000
Inapplicable
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock
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UUU
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NYSE MKT LLC
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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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
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Item 3.01.
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Notice of Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
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On August 31, 2020,
Universal Security Instruments, Inc. (the “Company”) received a letter from NYSE American LLC (the “Exchange”)
stating that the Exchange has determined that the Company is not in compliance with Section 1003(a)(iii) of the Exchange’s
Company Guide (the “Company Guide”) as the result of the Company’s failure to maintain Stockholders’ equity
of $6.0 million after reporting losses from continuing operations and/or net losses in its five most recent fiscal years.
The Exchange has informed
the Company that the Company must submit a plan (the “Plan”) by September 30, 2020 advising the Exchange of actions
the Company has taken or will take to regain compliance with the continued listing standards by February 28, 2022 (the “Plan
Period”). The Plan should include specific milestones, quarterly financial projections and details related to any strategic
initiatives the Company intends to complete. If the Plan is accepted by the Exchange, then the Company will be able to continue
its listing during the Plan Period, during which time the Company will be subject to periodic review to determine whether it is
making progress consistent with the Plan. If the Company does not submit a Plan, or if the Company’s Plan is not accepted
by the Exchange, then the Company will be subject to delisting proceedings. Furthermore, if the Plan is accepted by the Exchange,
but the Company is not in compliance with the continued listing standards of the Company Guide by February 28, 2022, or if the
Company does not make progress consistent with the Plan during the Plan Period, then the Exchange staff will initiate delisting
proceedings as appropriate. The Company is working diligently to prepare and execute its Plan to regain compliance with the Company
Guide.
On September 4, 2020,
the Company issued a press release announcing its receipt of the letter from the Exchange. A copy of the press release is included
as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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(c) Exhibits
The following
exhibits are filed herewith:
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.
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UNIVERSAL SECURITY INSTRUMENTS, INC.
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(Registrant)
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Date: September 4, 2020
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By:
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/s/ Harvey B. Grossblatt
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Harvey B. Grossblatt
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President
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