Twin Vee PowerCats, Co. (VEEE) SEC Filings

Twin Vee PowerCats Co. is calling a virtual special stockholder meeting on September 8, 2026 to address past corporate authorization issues and a branding update. Stockholders are asked to ratify, under Section 204 of the Delaware General Corporation Law, a previously implemented 1‑for‑37 reverse stock split that became effective at 12:01 a.m. Eastern Time on May 4, 2026. The company discovered that an attempted reincorporation to Nevada in April 2026 was never validly approved under Delaware law, which in turn made the Nevada-based reverse split a defective corporate act.

Ratification would cause the reverse split to be treated as effective under Delaware law as of May 4, 2026, validating share counts and subsequent equity issuances and supporting pending strategic transactions, including the merger with USFM Corporation. The board warns that failure to ratify could lead to challenges to the reverse split, questions about the validity of outstanding shares and equity awards, complications with Nasdaq listing status, and could materially affect liquidity and operations, potentially leading to bankruptcy filings.

Stockholders are also asked to approve changing the corporate name to Twin Vee Bahama Co. to reflect the June 2025 acquisition of Bahama Boat Works, and to approve a proposal allowing adjournment of the meeting to solicit additional proxies if needed. As of the August 10, 2026 record date, 574,502 shares of common stock were outstanding and 561,689 are entitled to vote.

USFM Corporation outlines a planned business combination with Twin Vee PowerCats Co. under an Agreement and Plan of Merger, in which a USFM subsidiary will merge into Twin Vee, leaving Twin Vee as a wholly owned subsidiary of USFM. Twin Vee’s shares currently trade on the Nasdaq Capital Market.

USFM plans to file a Registration Statement on Form S-4 that will include a joint proxy statement for USFM and Twin Vee shareholders, who are urged to read it and related materials in full when available. The communication emphasizes that it is not an offer to buy or sell securities, contains forward-looking statements subject to significant risks and uncertainties, and provides directions for obtaining future SEC-filed documents and proxy materials free of charge.

Twin Vee PowerCats Co. reported weak results for the quarter and six months ended June 30, 2026. Second-quarter net sales were $3,128,374 with a gross loss and a loss from operations of $3,021,537, leading to a net loss of $2,898,012. For the first half of 2026, net sales were $7,093,080, with a loss from operations of $5,157,471 and a net loss of $4,992,290.

At June 30, 2026, total assets were $20,651,788 and total liabilities $6,246,232, leaving stockholders’ equity of $14,405,556. Cash, cash equivalents and restricted cash were $3,929,427, supported by three equity offerings in early 2026 that issued 468,863 shares for net proceeds of $5,800,025, while operating activities used $3,271,122 of cash. The accumulated deficit reached $38,992,518, and there remains an SBA Economic Injury Disaster Loan of $499,900.

Management states that recurring losses and expected continued negative cash flow raise substantial doubt about the company’s ability to continue as a going concern. The company executed 1-for-10 and 1-for-37 reverse stock splits and corrected an improperly approved Nevada reincorporation, remaining a Delaware corporation while seeking stockholder ratification of the reverse split under Delaware law. After June 30, 2026, Twin Vee agreed to merge with USFM Corporation, under which its stockholders would receive shares representing 10% of the post-merger acquiror and contingent value rights tied to a separate vehicle holding existing assets and liabilities.

Twin Vee PowerCats Co. reports that an attempted reincorporation from Delaware to Nevada on April 10, 2026 was ineffective because it was not approved by a sufficient number of outstanding common shares. On August 4, 2026, the company filed corrective certificates in Delaware and Nevada, confirming that it remains a Delaware corporation under its previously filed Delaware certificate of incorporation and bylaws.

On the same date, the board approved a bylaw amendment reducing the quorum requirement for stockholder meetings from a majority to at least 1/3 of the shares entitled to vote. The company also filed a preliminary proxy statement seeking stockholder approval and ratification under Section 204 of the Delaware General Corporation Law of a previously announced 1-for-37 reverse stock split that had been effected after the defective reincorporation.

Twin Vee PowerCats Co. is calling a virtual special stockholders meeting in 2026 to vote on three items. The primary item is to ratify a 1-for-37 reverse stock split under Delaware General Corporation Law Section 204, retroactive to 12:01 a.m. Eastern Time on May 4, 2026. This is intended to cure defects arising from an attempted but invalid reincorporation to Nevada and a reverse split that was approved only by the board under Nevada law.

Ratification would confirm the reverse split and related share adjustments as effective under Delaware law, limit legal challenges to a 120-day window after a Certificate of Validation is filed, and support future transactions, including a planned merger with USFM Corporation. The second proposal seeks to amend the certificate of incorporation to change the company name to Twin Vee Bahama Co., reflecting the June 2025 acquisition of Bahama Boat Works. A third proposal would allow adjournment of the meeting to solicit additional proxies if needed. As of the 2026 record date, 574,502 shares of common stock are outstanding on a post–reverse split basis.

HRT Financial LP, a more than ten percent owner of Twin Vee PowerCats, Co., reported selling 49,505 shares of common stock on 2026-07-27. The sale was reported at a price of $18.12 per share in an open market or private transaction. Following this transaction, HRT Financial LP directly holds 5,523 shares of Twin Vee PowerCats common stock.

HRT FINANCIAL LP, reporting as a ten percent owner of Twin Vee PowerCats, Co. (VEEE), filed an initial statement of beneficial ownership on Form 3. The filing lists 55,028 shares of Common Stock held with direct ownership. No buy or sell transactions are reported.

Twin Vee PowerCats Co. agreed to a stock-for-stock merger with USFM Corporation, under which each Twin Vee share will be converted into Acquiror common stock so that Twin Vee stockholders collectively hold 10% of the issued and outstanding Acquiror Shares immediately after closing, on a fully diluted basis.

Before closing, all Company Assets and Liabilities will be contributed to a new subsidiary, then into a contingent value rights trust, and CVR interests will be distributed to existing stockholders; the Trust will later seek to sell those assets and any net proceeds will ultimately benefit current stockholders. The agreement includes reciprocal termination fees of $500,000 from Acquiror and $1,500,000 from the Company under specified circumstances and an "end date" of October 31, 2026. Twin Vee also reported leadership changes, appointing Michael P. Dickerson as Interim Chief Financial Officer with a consulting fee, a grant of 3,970 RSUs, and up to $50,000 in cash tied to the merger milestones.

Dickerson Michael Patrick reported acquisition or exercise transactions in this Form 4 filing.

Twin Vee PowerCats, Co. reported that interim CFO Michael Patrick Dickerson received a grant of 3,970 restricted stock units on July 11, 2026. Each RSU represents a contingent right to one share of common stock and vested on the grant date. After the award, he holds 4,188 securities in total, including 218 shares of common stock, all held directly.