Twin Vee Powercats Co SEC Filings

Twin Vee PowerCats Co. agreed to merge with USFM Corporation, under which a USFM subsidiary will merge into Twin Vee and Twin Vee will become a wholly owned subsidiary of USFM. Each outstanding Twin Vee common share (other than excluded and dissenting shares) will convert into a pro rata portion of USFM common stock that in total represents 10% of USFM’s fully diluted shares immediately after closing.

Before closing, Twin Vee will transfer all assets and liabilities of its recreational marine business into a wholly owned subsidiary and then into a Delaware trust, distributing non‑transferable contingent value rights (CVRs) in that trust to existing stockholders. The trust will operate the marine business privately, and any net proceeds from operations or asset sales will accrue to current Twin Vee stockholders via the CVRs.

The merger is subject to stockholder approvals at both companies, effectiveness of a Form S‑4 registration statement, listing approval for the USFM shares issued to Twin Vee holders, completion of the CVR restructuring, absence of continuing material adverse effects, and delivery of a fairness opinion. Termination fees include $500,000 payable by USFM in certain failure‑to‑close scenarios and $1,500,000 payable by Twin Vee if it terminates for a Superior Proposal or certain intervening events. A support agreement commits key stockholders to vote for the deal. Separately, Twin Vee appointed Michael P. Dickerson as Interim CFO, amending his consulting agreement to add 3,970 fully vested RSUs and cash payments tied to signing and closing of the merger.

Twin Vee PowerCats Co. reported a change in its CEO’s contract structure. On May 17, 2026, the company delivered a notice that it will not renew the Employment Agreement with Joseph Visconti that became effective on July 23, 2021. The agreement’s Initial Term will continue unchanged until it expires on July 23, 2026, and all existing terms remain in effect until that date.

The company stated that the non-renewal was not due to any disagreement between Mr. Visconti and the company on any matter. After July 23, 2026, Mr. Visconti will continue serving as Chief Executive Officer, Interim Chief Financial Officer and President on an at-will basis, rather than under a fixed-term contract.

Twin Vee PowerCats reported Q1 2026 net sales of $3.96 million, up about 10% year over year, driven by dealer expansion and higher average selling prices per boat. However, gross margin fell to about 5% as launch costs for Bahama Boats and higher inventory reserves weighed on profitability.

The company posted a net loss of $2.09 million and an accumulated deficit of $36.1 million. Management disclosed substantial doubt about its ability to continue as a going concern without additional capital or stronger cash generation. To bolster liquidity, Twin Vee closed three equity offerings in the quarter, raising about $5.8 million and ending March 31, 2026 with $5.67 million in cash, cash equivalents and restricted cash.

The company also detailed a reincorporation to Nevada, a new long-term facility lease with a related party, and ongoing Nasdaq listing challenges tied to its share price, which it is addressing through reverse stock splits and an appeal process.

Twin Vee PowerCats Co. is implementing a 1-for-37 reverse stock split of its common stock to take effect at 12:01 a.m. Eastern Time on May 4, 2026. After that time, every 37 existing shares will automatically be combined into one share, with no change to par value.

The company expects its shares to begin trading on a split-adjusted basis on the Nasdaq Capital Market on May 4, 2026 under the same ticker, “VEEE.” The reverse split is intended to help the company regain compliance with Nasdaq’s minimum bid price requirement and will proportionately adjust outstanding equity awards and warrants. Fractional shares will be rounded up to the nearest whole share.

Twin Vee PowerCats Co. reported a change in executive compensation. On April 21, 2026, the Board’s Compensation Committee approved increasing the base salary of Vice President Preston Yarborough to $250,000 per year. On April 22, 2026, the Company signed an amendment to his July 23, 2021 employment agreement to reflect this higher salary and replace a prior June 27, 2024 amendment. The amendment is filed as an exhibit to this report.

Twin Vee PowerCats Co. has completed its reincorporation from Delaware to Nevada through a plan of conversion, with the move effective April 10, 2026. The company filed conversion documents in both states and adopted new Nevada articles of incorporation and bylaws.

The reincorporation does not change Twin Vee’s business, locations, management, assets, liabilities, employees, or day-to-day operations. However, certain stockholder rights have changed under Nevada law as described in the prior proxy statement. Management highlights expected franchise tax savings, reduced litigation risk, and greater corporate flexibility under Nevada Revised Statutes Chapter 78.

Twin Vee PowerCats Co. received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price required for continued listing on the Nasdaq Capital Market, based on closing bids from February 18 to March 31, 2026.

Because the company completed a 1-for-10 reverse stock split on April 7, 2025, Nasdaq rules do not allow the usual 180-day compliance period. Twin Vee’s securities will be subject to delisting unless it requests a hearing before a Nasdaq Hearings Panel by April 9, 2026, which the company intends to do.

A timely hearing request will automatically stay any suspension or delisting action, so the common stock will continue trading on Nasdaq during the appeal. The company plans to monitor its share price and is considering options to regain compliance, including potentially effecting another reverse stock split.

Twin Vee PowerCats Co. entered into a placement agency agreement with ThinkEquity for a best-efforts public offering of 6,491,900 shares of common stock at $0.384 per share. The transaction generated gross proceeds of approximately $2.5 million, which the company plans to use primarily for working capital and general corporate purposes.

ThinkEquity received a 7% cash fee on aggregate gross proceeds, a 1% non-accountable expense allowance, and $115,000 in reimbursed expenses, plus warrants to purchase 324,595 shares exercisable for five years. The offering was conducted under an effective Form S-3 shelf registration, and the company and its leadership agreed to three- and six-month lock-up periods, respectively.

Twin Vee PowerCats, Co. reports a Schedule 13G filing showing Lincoln Alternative Strategies LLC beneficially owns 1,391,430 shares of Common Stock, representing 7.1% of the class.

The filing states the percentage is based on 19,585,199 shares outstanding as represented by the issuer on its 424(b)(5) Prospectus Supplement filed with the SEC on March 24, 2026. Lincoln Alternative reports sole voting and dispositive power over the 1,391,430 shares. The filing is signed by Stephen Temes, Managing Member, on March 24, 2026.