Material Event Form 8 K

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 "Agreement") 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 with negotiating the terms of the Agreement, including information contained in confidential disclosure schedules provided by the Company to Feit Electric in connection with the signing of the Agreement. The confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Agreement. Moreover, certain representations and warranties in the Agreement were used for the purpose of allocating risk between the parties thereto rather than establishing matters as facts. Accordingly, stockholders and investors should not rely on the representations and warranties in the Agreement as characterizations of the actual state of facts about the Company.