true
Explanatory Note This Amendment to the Current Report on Form 8-K filed with the SEC on February 23, 2026 (the “Original 8-K”) is being filed solely to correct a typographical error in the Original 8-K. The Original 8-K incorrectly stated that the Registration Statement (as defined below) was declared effective by the Commission (as defined below) on February 12, 2026. The correct date is February 13, 2026. No other changes have been made to the Original 8-K.
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 19, 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 No.) |
3101 S. US-1
Ft. Pierce, Florida 34982
(Address of principal executive
offices)
(772) 429-2525
(Registrant’s telephone number, including
area code)
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 (see General
Instruction A.2. below):
| ☐ |
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
(The 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.
Explanatory Note
This Amendment to the
Current Report on Form 8-K filed with the SEC on February 23, 2026 (the “Original 8-K”) is being filed solely to
correct a typographical error in the Original 8-K. The Original 8-K incorrectly
stated that the Registration Statement (as defined below) was declared effective by the Commission (as defined below) on February
12, 2026. The correct date is February 13, 2026. No other changes have been made to the Original 8-K.
Item 1.01. Entry into a Material Definitive Agreement.
On February 19, 2026, Twin
Vee PowerCats Co., a Delaware corporation (the “Company”), entered into a placement agency agreement (the “Placement
Agency Agreement”) with ThinkEquity LLC, as sole placement agent (the “Placement Agent”), pursuant to which the Company
agreed to issue and sell directly to various investors in a best efforts public offering (the “Offering”) an aggregate of
6,383,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
at a public offering price of $0.47 per share.
The Offering closed on February
23, 2026. The Company received gross proceeds of approximately $3.0 million, before deducting estimated placement agent fees, reimbursement
of placement agent expenses, and estimated offering expenses. The Company intends to use the net proceeds from the Offering, together
with its existing resources, primarily for working capital and general corporate purposes.
As part of its compensation
for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds,
a non-accountable expense allowance equal to 1% of the aggregate gross proceeds, and reimbursement for certain of the Placement Agent’s
expenses in the amount of $50,000. Pursuant to the Placement Agency Agreement, the Company also agreed to issue to the Placement Agent
and/or its designees warrants (the “Placement Agent’s Warrants”) to purchase 319,150 shares of Common Stock, which equals
5% of the shares of Common Stock purchased in the Offering. The Placement Agent’s Warrants are immediately exercisable, in whole
or in part, during the five-year period following the commencement of sales of the Shares issued in the Offering.
The Shares and the Placement
Agent’s Warrants are being sold pursuant to an effective Registration Statement on Form S-1 (File No. 333-292661) filed with the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), and declared effective by the Commission on February 13, 2026, and a prospectus, dated February 19, 2026, filed with the
Commission pursuant to Rule 424(b) under the Securities Act.
The Company agreed and its
executive officers and directors entered into lock-up agreements pursuant to which they agreed that, without the prior written consent
of the Placement Agent, not to, directly or indirectly, offer to sell, sell, pledge or otherwise transfer or dispose of any of shares
of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any
person at any time in the future of) Common Stock, enter into any swap or other derivatives transaction that transfers to another, in
whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, make any demand for or exercise any right
or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common
Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock or any other of the Company’s securities
or publicly disclose the intention to do any of the foregoing, subject to customary exceptions, for a period of three months from February
23, 2026.
The Placement Agency Agreement
contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context
of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions
of the Placement Agency Agreement, including the representations and warranties contained therein, are not for the benefit of any party
other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information
about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other
disclosures contained in the Company’s filings with the Commission.
The foregoing descriptions
of the Placement Agency Agreement and the Placement Agent’s Warrant are not complete and are qualified in its entirety by reference
to the full text of the Placement Agency Agreement and the form of Placement Agent’s Warrant, copies of which are filed as Exhibits
1.1 and 4.1 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 8.01. Other Events.
On February 19, 2026, the
Company issued a press release announcing the pricing of the Offering.
On February 23, 2026, the
Company issued a press release announcing the closing of the Offering.
Copies of the press releases
are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| 1.1+^ |
|
Placement Agency Agreement, dated as of February 19, 2026, by and between Twin Vee PowerCats Co. and ThinkEquity LLC, as placement agent |
| 4.1 |
|
Form of Placement Agent’s Warrant |
| 99.1 |
|
Press Release dated February 19, 2026 |
| 99.2 |
|
Press Release dated February 23, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
| + |
Certain portions of this exhibit indicated therein by [**] have been omitted in accordance with Item 601(b)(10) of Regulation S-K. |
| ^ |
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Date: February 23, 2026 |
TWIN VEE POWERCATS CO.
(Registrant) |
| |
|
| |
By: |
/s/ Joseph Visconti |
| |
Name: |
Joseph Visconti |
| |
Title: |
Chief Executive Officer and President |
EXHIBIT 99.1
Twin Vee PowerCats Announces Pricing of Public Offering
FORT PIERCE, FL / ACCESS Newswire / February 19,
2026 / Twin Vee PowerCats Co. (Nasdaq: VEEE), (“Twin Vee” or the “Company”), a manufacturer, distributor,
and marketer of power sport boats, today announced the pricing of a best-efforts public offering of 6,383,000 shares of common stock.
Each share of common is being sold at a public offering price of $0.47 per share. Total gross proceeds from the offering, before deducting
placement agent fees and other offering expenses, are expected to be approximately $3 million. The offering is expected to close on February
23, 2026, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the
offering primarily for working capital and general corporate purposes.
ThinkEquity is acting as the sole placement agent
for the offering.
A registration statement on Form S-1 (File No. 333-292661)
relating to the securities was filed with the Securities and Exchange Commission (“SEC”) became effective on January 30, 2026,
and a post-effective amendment to the registration statement and became effective on February 13, 2026. This offering is being made only
by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor,
New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at
http://www.sec.gov.
This press release shall not constitute an offer to
sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
jurisdiction.
About Twin Vee PowerCats
Co.
Twin Vee PowerCats Co. manufactures a range of boats
under the Twin Vee and Bahama Boat Works brands, designed for activities including fishing, cruising, and recreational use. Twin Vee PowerCats
are recognized for their stable, fuel-efficient, and smooth-riding catamaran hull designs. Twin Vee is one of the most recognizable brand
names in the catamaran sport boat category and is known as the “Best Riding Boats on the Water™.” Bahama Boat Works
is an iconic luxury brand long celebrated for its unmatched craftsmanship, timeless aesthetic, and dedication to producing some of the
finest offshore fishing vessels.
The Company is located in Fort Pierce, Florida, and
has been building and selling boats for 30 years.
Learn more at twinvee.com
and bahamaboatworks.com.
Forward-Looking Statements
This press release contains certain forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements
are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “may,” “continue,” “predict,” “potential,” “project”
and similar expressions that are intended to identify forward-looking statements and include statements regarding the timing and completion
of the proposed offering and the intended use of proceeds.
These forward-looking statements are based on management’s
expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which
are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set
forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current
expectations include, among others, the Company’s ability to consummate the offering and the risk factors described in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2024, the Company’s Quarterly Reports on Form 10-Q, the Company’s
Current Reports on Form 8-K and subsequent filings with the SEC. The information in this release is provided only as of the date of this
release, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of
new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated
events, except as required by law.
Contact:
Glenn Sonoda
investor@twinvee.com
EXHIBIT 99.2
Twin Vee PowerCats Announces Closing of Public Offering
FORT PIERCE, FL / ACCESS Newswire / February 23,
2026 / Twin Vee PowerCats Co. (Nasdaq: VEEE), (“Twin Vee” or the “Company”), a manufacturer, distributor,
and marketer of power sport boats, today announced the closing of its public offering of 6,383,000 shares of common stock. Each share
of common stock was sold at a public offering price of $0.47 per share, for gross proceeds of approximately $3 million, before deducting
placement agent fees and other offering expenses.
The Company intends to use the net proceeds from the
offering primarily for working capital and general corporate purposes.
ThinkEquity acted as sole placement agent for the
offering.
A registration statement on Form S-1 (File No. 333-292661)
relating to the securities was filed with the Securities and Exchange Commission (“SEC”) and became effective on January 30,
2026, and a post-effective amendment to the registration statement became effective on February 13, 2026. The offering was made only by
means of a prospectus. The final prospectus was filed with the SEC and is available on the SEC’s website located at http://www.sec.gov.
Copies of the final prospectus may also be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.
This press release shall not constitute an offer to
sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
jurisdiction.
About Twin Vee PowerCats
Co.
Twin Vee PowerCats Co. manufactures a range of boats
under the Twin Vee and Bahama Boat Works brands, designed for activities including fishing, cruising, and recreational use. Twin Vee PowerCats
is recognized for their stable, fuel-efficient, and smooth-riding catamaran hull designs. Twin Vee is one of the most recognizable brand
names in the catamaran sport boat category and is known as the “Best Riding Boats on the Water™.” Bahama Boat Works
is an iconic luxury brand long celebrated for its unmatched craftsmanship, timeless aesthetic, and dedication to producing some of the
finest offshore fishing vessels.
The Company is located in Fort Pierce, Florida, and
has been building and selling boats for 30 years.
Learn more at twinvee.com
and bahamaboatworks.com.
Forward-Looking Statements
This press release contains certain forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements
are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “may,” “continue,” “predict,” “potential,” “project”
and similar expressions that are intended to identify forward-looking statements and include statements regarding the intended use of
proceeds.
These forward-looking statements
are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks
and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations
and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to
differ materially from current expectations include, among others, the risk factors described in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2024, the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports
on Form 8-K and subsequent filings with the SEC. The information in this release is provided only as of the date of this release, and
the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events, except
as required by law.
Contact:
Glenn Sonoda
investor@twinvee.com
