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): October
7, 2026
TWIN
VEE POWERCATS CO.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40623 |
|
27-1417610 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
|
3101 S. US-1
Ft. Pierce, Florida |
|
|
|
34982 |
| (Address of principal executive offices) |
|
|
|
(Zip Code) |
(772) 429-2525
(Registrant’s telephone number, including area
code)
N/A
(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:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common stock, par value $0.001 per share |
VEEE |
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
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. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Merger Agreement
On October 7, 2026, Twin Vee PowerCats Co., a Delaware corporation (the
“Company”), USFM Corporation, a Colorado corporation (“USFM”), Twin Vee Holdco Inc., a Texas corporation and a
wholly owned subsidiary of the Company (“Pubco”), Twin Vee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary
of Pubco (“Merger Sub I”), and USFM Merger Sub Inc., a Colorado corporation and wholly-owned subsidiary of Pubco (“Merger
Sub II” and, together with Merger Sub I, the “Merger Subs”), entered into an Amended and Restated Agreement and Plan
of Merger (the “A&R Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the
A&R Merger Agreement, (a) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company continuing
as the surviving corporation in the First Merger (the “Surviving Company”) as a wholly owned subsidiary of Pubco and (b) Merger
Sub II will merge with and into USFM (the “Second Merger” and, together with the First Merger, the “Mergers”),
with USFM continuing as the surviving corporation in the Second Merger (the “Surviving Corporation”) as a wholly owned subsidiary
of Pubco. The A&R Merger Agreement amends and restates that certain Agreement and Plan of Merger, dated as of July 12, 2026, by and
among the Company, USFM, and USFM Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of USFM. The Company’s shares
are currently publicly traded on the Nasdaq Capital Market.
On the terms and subject to the conditions set forth in the A&R Merger
Agreement, at the effective time of the First Merger (the “First Effective Time”), and as a result of the First Merger, each
share of common stock, par value $0.001 per share, of the Company (the “Shares”), that is issued and outstanding immediately
prior to the First Effective Time (other than certain Shares to be canceled pursuant to the terms of the A&R Merger Agreement and
Dissenting Shares (as defined in the A&R Merger Agreement)) will be converted into the right to receive a pro rata portion of an aggregate
number of shares of Pubco’s common stock, par value $0.01 per share (“Pubco Shares”), that represent 7% of the issued
and outstanding Pubco Shares immediately following the effective time of the Second Merger (the “Second Effective Time”),
calculated on a fully diluted basis (the “Company Consideration Shares”).
In addition, pursuant to the A&R Merger Agreement, effective as of
the First Effective Time, automatically and without any action on the part of the holder thereof, (a) each Company Convertible Security
(as defined in the A&R Merger Agreement) shall be accelerated and fully vested, and converted into the right to receive a pro rata
portion of the Company Consideration Shares and (b) each Company Common Stock Warrant (as defined in the A&R Merger Agreement) shall
be assumed by the Surviving Company and shall become a corresponding warrant of Pubco.
The Company is subject to customary restrictions on its ability to solicit
alternative acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third
parties regarding alternative acquisition proposals. However, prior to the receipt of the approval of the transactions contemplated by
the A&R Merger Agreement from the Company’s stockholders, the solicitation restrictions are subject to a customary “fiduciary-out”
provision that allows the Company, under certain circumstances, to provide information to and participate in negotiations or discussions
with third parties with respect to an alternative acquisition proposal if it determines in good faith, after consultation with outside
legal counsel, that the failure to take such action would reasonably be expected to be a violation of the Company’s board of directors’
fiduciary duties under applicable law. In addition, the Company’s board of directors, after satisfying certain notice requirements
to USFM, may change its recommendation with respect to the Mergers if it determines in good faith, after consultation with outside legal
counsel, that the failure to do so under certain circumstances specified in the A&R Merger Agreement would reasonably be expected
to be a violation of the Company’s board of directors’ fiduciary duties under applicable law.
The A&R Merger Agreement contains certain termination rights, and provides
that, upon termination of the A&R Merger Agreement under specified circumstances, USFM may be required to pay the Company a termination
fee of $500,000 and the Company may be required to pay USFM a termination fee of $800,000. Specifically, if the A&R Merger Agreement
is terminated (a) in connection with a failure of USFM to obtain its stockholders approval of the Mergers or (b) subject to certain conditions,
in the event the Mergers are not consummated prior to the “end date” of December 31, 2026, then, in either case, the $500,000
termination fee will be payable by USFM to the Company upon termination of the A&R Merger Agreement. In addition, if the Company terminates
the A&R Merger Agreement (x) to accept a Superior Proposal (as defined in the A&R Merger Agreement) in compliance with the terms
of the A&R Merger Agreement, (y) after the Company shall have (i) within ten (10) Business Days of a tender or exchange offer relating
to securities of the Company having been commenced, failed to publicly recommend against such tender or exchange offer, (ii) the Company
shall have failed to publicly reaffirm its recommendation of the First Merger within 10 Business Days after the date any Acquisition Proposal
(as such term is defined in the A&R Merger Agreement) shall have been announced, or (iii) a willful or material breach by the Company
of the exclusivity provisions of the A&R Merger Agreement shall have occurred, or (z) following USFM’s determination that the
Company will likely fail to resolve the Reincorporation Matter (as defined in the A&R Merger Agreement) (i) prior to December 31,
2026 or (ii) in a manner satisfactory to USFM in its sole discretion, then, in any such case, the $800,000 termination fee will be payable
by the Company to USFM upon termination of the A&R Merger Agreement.
The A&R Merger Agreement contains customary representations, warranties
and covenants of the Company, Pubco, the Merger Subs and USFM, including, among others, covenants that: (a) each party will conduct its
business in the ordinary course of its business during the interim period between the execution of the A&R Merger Agreement and the
Second Effective Time or earlier termination of the A&R Merger Agreement, (b) each party will not engage in certain types of transactions
or take certain actions outside the ordinary course during such period without the prior consent of the other party, and (c) USFM will
use its reasonable best efforts to take all actions necessary, proper or advisable to consummate the transactions contemplated by the
PIPE Investment (as such term is defined in the A&R Merger Agreement). The A&R Merger Agreement also requires each of the Company
and USFM to call and hold a stockholder meeting and for the Company’s board of directors to recommend that the Company’s stockholders
approve the A&R Merger Agreement.
Without limiting the generality of the foregoing, pursuant to the A&R
Merger Agreement, prior to the closing of the Mergers, the Company, Twin Vee Bahama Group, Inc., a Delaware corporation and wholly owned
subsidiary of the Company (“Assetco”), and a to be formed Delaware contingent value rights trust (the “Trust”),
must consummate the Pre-Closing CVR Restructuring (as defined below) pursuant to which such parties shall: (a) form Assetco as a wholly-owned
subsidiary of the Company; (b) cause the contribution of all of the Company Assets and Liabilities (as defined in the A&R Merger Agreement
to generally include all of the Company’s assets and liabilities other than $700,000 in cash and the liabilities related to the
Delaware Matter, which must be retained by the Company as of the Closing) from the Company to Assetco in exchange for all of Assetco’s
issued and outstanding shares of capital stock (the “Assetco Contribution”), using a contribution agreement in a form reasonably
satisfactory to USFM; (c) form the Trust as a wholly-owned subsidiary of the Company; (d) cause the contribution of all of the issued
and outstanding shares of capital stock of Assetco from the Company to the Trust in exchange for all of the Trust’s contingent value
rights interests, using a contribution agreement in a form reasonably satisfactory to USFM; and (e) cause the distribution of the contingent
value rights interests from the Company to the Company’s existing stockholders, using a distribution agreement in a form reasonably
satisfactory to USFM, after which the Company shall retain no ownership or other interest (whether in the form of stock, trust interests,
or otherwise) in either the Trust or Assetco (such steps collectively, the “Pre-Closing CVR Restructuring”). Following closing
of the Mergers, the Trust will seek to sell the Company Assets and Liabilities and any net proceeds received from such sales would ultimately
accrue to the benefit of existing Company stockholders.
Consummation of the Mergers is subject to various conditions, including
(a) obtaining requisite approval of the Mergers from the Company’s and USFM’s stockholders, (b) the Registration Statement
(as defined in the A&R Merger Agreement) filed by Pubco with the SEC becoming effective, (c) the absence of certain laws or orders
issued by certain specified governmental entities making illegal or permanently enjoining or prohibiting the Mergers, (d) the Company
Consideration Shares being approved for listing on the NYSE, NYSE American, or another applicable stock exchange, (e) the accuracy of
the representations and warranties made by the parties, subject to certain exceptions, (f) the absence of a material adverse effect on
either party that is continuing, (g) consummation of the Pre-Closing CVR Restructuring, and (h) delivery of a fairness opinion.
The foregoing description of the A&R Merger Agreement and the transactions
contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its
entirety by reference to the full text of the A&R Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated
into this Current Report on Form 8-K by reference herein.
The A&R Merger Agreement has been included to provide investors with
information regarding its terms. It is not intended to provide any other factual information about the Company, Pubco, the Merger Subs,
or USFM. The representations, warranties and covenants contained in the A&R Merger Agreement were made only for purposes of the A&R
Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the A&R Merger Agreement, may be
subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the A&R Merger Agreement instead of establishing these matters as facts, and
may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The representations
and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under
the securities laws. Neither the Company nor USFM’s investors are third-party beneficiaries under the A&R Merger Agreement and
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state
of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after the date of the A&R Merger Agreement, which subsequent information
may or may not be fully reflected in the Company’s or USFM’s public disclosures.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Michael P. Dickerson and the Company entered into an amendment to Mr. Dickerson’s
existing consulting agreement to, among other things, extend the term of such agreement to the earlier to occur of (i) the closing or
termination of the pending business combination with USFM or (ii) December 31, 2026, with possible extensions of such term through March
31, 2027.
The foregoing description of Mr. Dickerson’s consulting agreement
amendment is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the
consulting agreement amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated into this Current Report on Form 8-K
by reference herein.
Item 7.01 Regulation FD Disclosure.
On October 8, 2026, USFM and the Company issued a joint press release announcing
the execution of the A&R Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated
by reference herein.
Additional Information and Where to Find It
Pubco intends to file with the SEC a Registration Statement on Form S-4,
which shall include a joint proxy statement, in connection with its proposed acquisition of the Company by USFM and Pubco, USFM and the
Company will furnish or file other materials with the SEC in connection with the proposed transaction. The definitive proxy statement
will be sent or given to the stockholders of the Company and will contain important information about the proposed transaction and related
matters. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The proxy statement and other relevant
materials (when they become available), and any other documents filed by USFM, Pubco, and the Company with the SEC, may be obtained free
of charge at the SEC’s website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement
from the Company by contacting the Company by telephone at (772) 429-2525, or by mail to Twin Vee PowerCats Co., 3101 S. U.S. Highway
1, Fort Pierce, Florida 34982.
Participants in the Solicitation
The Company and its directors and officers may be deemed to be participants
in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information regarding
the interests of these directors and officers in the transaction described herein will be included in the proxy statement described above.
Additional information regarding the directors and executive officers of the Company is included in proxy statement for its 2025 Annual
Meeting, which was filed with the SEC on October 23, 2025, its Annual Report on Form 10-K, which was filed with the SEC on February 27,
2026, and is supplemented by other public filings made, and to be made, with the SEC by the Company, Pubco, and USFM.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking
statements, including, but not limited to, the ability of the parties to consummate the proposed transaction; satisfaction of closing
conditions to the consummation of the proposed transaction; the impact of the announcement of the proposed transaction on the Company’s
relationships with its employees, existing customers or potential future customers; and such other risks and uncertainties pertaining
to the Company’s business as detailed in its filings with the SEC on Forms 10-K and 10-Q, which are available on the SEC’s
website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date thereof. The Company assumes no obligation to update any forward-looking statement contained in this document except to the extent
required by applicable law.
No Offer or Solicitation
This communication is for informational purposes only and is not intended
to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation
of any vote or approval, 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.
Item 9.01 Financial Statements and Exhibits.
| |
2.1* |
|
Amended and Restated Agreement and Plan of Merger, dated as of October 7, 2026, by and among USFM, Pubco, Merger Subs, and the Company. |
| |
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10.1 |
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Second Amendment to Consulting Agreement, dated effective as of October 1, 2026, by and between the Company and Michael P. Dickerson and/or Dickerson Financial Services, LLC. |
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99.1 |
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Press release, dated October 8, 2026. |
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104 |
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Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL). |
*Certain of the exhibits and schedules to this Exhibit have been omitted
in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon
its request.
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 hereunto duly authorized.
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TWIN VEE POWERCATS CO. |
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|
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By: |
/s/ Glenn Sonoda |
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Glenn Sonoda |
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|
In-House Counsel |
Date: October 8, 2026
7
