Nevada move targets cost savings for Twin Vee PowerCats (NASDAQ: VEEE)
Rhea-AI Filing Summary
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.
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Insights
Twin Vee shifts to Nevada corporate law, targeting cost savings and flexibility.
Twin Vee PowerCats Co. has formally converted its state of incorporation from Delaware to Nevada, adopting new Nevada articles and bylaws. The company states that business operations, locations, management, and financial condition remain unchanged immediately after the move.
Management frames Nevada’s statute-based corporate regime as offering clearer legal guideposts and highlights the elimination of Delaware franchise taxes as a source of savings. They also point to a potentially less litigious environment and expanded structural flexibility for future corporate actions, while noting that stockholder rights differ as described in the earlier proxy.
For investors, the change primarily affects the legal framework governing shareholder rights, board authority, and potential litigation, rather than near-term earnings. Future company filings and any corporate actions taken under the new Nevada charter and bylaws will illustrate how this added flexibility is used.
8-K Event Classification
Key Figures
Key Terms
Reincorporation regulatory
Plan of Conversion regulatory
Nevada Revised Statutes Chapter 78 regulatory
franchise tax financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Material Modification to Rights of Shareholders.
As previously disclosed by Twin Vee PowerCats Co. (the “Company”), on December 4, 2025, at the 2025 annual meeting of stockholders, the stockholders of the Company approved a proposal to reincorporate the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) pursuant to the terms of a plan of conversion (the “Plan of Conversion”), as described in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2025 (the “Proxy Statement”).
Pursuant to the Plan of Conversion, the Company effected the Reincorporation as of April 10, 2026 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware; (ii) articles of conversion with the Nevada Secretary of State; and (iii) articles of incorporation with the Nevada Secretary of State (the “Nevada Charter”). The Company also adopted new bylaws (the “Nevada Bylaws”) to reflect the Reincorporation.
At the effective time of the Reincorporation:
| · | The Company’s state of incorporation changed from the State of Delaware to the State of Nevada. |
| · | The affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company’s existing certificate of incorporation and bylaws, and instead, became governed by the Nevada Revised Statutes, the Nevada Charter and the Nevada Bylaws. |
| · | The Company continues to be the same entity and continues with all of the same rights, privileges and powers. |
| · | The Company continues to have the same name, possesses all of the same properties, continues with all of the same debts, liabilities and obligations, and continues with the same officers and directors as immediately prior to the Reincorporation. |
| · | Each outstanding share of common stock of the Delaware corporation shall represent a share of the Nevada corporation and each outstanding certificate representing shares of the Delaware corporation shall be deemed an equivalent certificate representing shares of the Nevada corporation. |
| · | The Company’s employee benefit and incentive plans continued, and each option, equity award or other right issued under such plans by the Delaware corporation shall automatically be converted into an option, equity award or right to purchase or receive the same number of shares of common stock of the Nevada corporation, at the same price per share, upon the same terms and subject to the same conditions as before the Reincorporation. All employee benefit and incentive plans of the Delaware corporation continue to be employee benefit and incentive plans of the Nevada corporation. |
The Reincorporation did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s current employees, including management. The Reincorporation did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements will continue to be the rights and obligations of the Company after the Reincorporation. The daily business operations of the Company will continue as they were conducted prior to the Reincorporation. The consolidated financial condition and results of operations of the Company immediately after consummation of the Reincorporation remain the same as immediately before the Reincorporation.
As described in the Proxy Statement, certain rights of the Company’s stockholders were changed as a result of the Reincorporation. A more detailed description of the Plan of Conversion, Nevada Charter, and Nevada Bylaws, and the effects of the Reincorporation, are set forth in the Proxy Statement under the heading “Proposal 3—Reincorporation to the State of Nevada by Conversion,” and the description contained therein is incorporated herein by reference. Copies of the Plan of Conversion, the Nevada Charter and the Nevada Bylaws are attached hereto as Exhibits 2.1, 3.1 and 3.2, respectively, and are incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent required, the information set forth above under Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On April 13, 2026, the Company issued a press release announcing the completion of the Reincorporation. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 2.1 | Plan of Conversion | |
| 3.1 | Articles of Incorporation filed with the Secretary of State of the State of Nevada on April 10, 2026 | |
| 3.2 | Bylaws | |
| 99.1 | Press release dated April 13, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 13, 2026 | TWIN VEE POWERCATS CO. (Registrant) | |
| By: | /s/ Joseph Visconti | |
| Name: | Joseph Visconti | |
| Title: | Chief Executive Officer, Interim Chief Financial Officer and President | |
EXHIBIT 99.1
Twin Vee PowerCats Co. Announces Reincorporation to Nevada to Enhance Corporate Flexibility and Drive Long-Term Cost Savings
FORT PIERCE, FL / ACCESSWIRE / April 13, 2026 — Twin Vee PowerCats Co. (Nasdaq:VEEE),(“Twin Vee” or the “Company”), a manufacturer, distributor, and marketer of power sport boats, today announced that it has completed its reincorporation from the State of Delaware to the State of Nevada. The strategic move was approved by the Company’s stockholders at its annual meeting of stockholders in November as a proactive measure to reduce operational costs and support Twin Vee’s long-term growth objectives.
Specifically, a majority of the Company’s stockholders who voted agreed that reincorporating in Nevada serves the best interests of Twin Vee and its stockholders by providing a reliable, statute-focused legal environment that establishes clear guideposts for strategic decision-making. “We believe that Nevada Revised Statutes Chapter 78, which governs Nevada corporations, is generally recognized as a comprehensive and thoughtfully maintained state corporate statute,” said Joseph Visconti, CEO and President of Twin Vee PowerCats Co. “As we look to our planned growth, strategic decisions, and plan for the years to come, removing ambiguity resulting from the prioritization of judicial interpretation can offer our Board and management clearer guideposts for action that we believe will benefit our stockholders.”
According to Visconti, Twin Vee’s reincorporation brings several immediate and long-term benefits to the Company and its stockholders. Foremost is substantial cost savings. The move to Nevada eliminates the obligation to pay the annual Delaware franchise tax, retaining vital capital within the business to be deployed toward manufacturing, innovation, and expansion.
Additionally, the Company anticipates that the transition could reduce litigation distractions. “By moving away from Delaware’s increasingly litigious environment, which can result in less meritorious and costly lawsuits, Twin Vee can minimize unnecessary distractions for its directors and management,” explains Visconti. “This keeps the team strictly focused on operational execution and stockholders value.”
Furthermore, Twin Vee believes that Nevada’s legal framework provides enhanced corporate flexibility, granting greater agility in structuring certain corporate transactions and responding to the evolving business environment.
“Importantly, the reincorporation to Nevada will not cause any disruption to Twin Vee’s daily operations,” remarked Visconti. “There will be no changes to the Company’s business model or location. By ensuring seamless operational continuity while unlocking new flexibility and cost efficiencies, this transition positions Twin Vee to pursue its long-term growth initiatives and continue delivering The Best Riding Boat on the Water to our customers.”
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 improvements in gross margin and operating efficiency, reduced risks of litigation, the continued growth of the Company’s sales, customer base, dealer network, manufacturing capabilities, and the global power catamaran market, and anticipating a more favorable cash profile going forward.
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, changes in Nevada law and corporate governance norms, the Company’s ability to leverage and adapt to its transition to Nevada, and the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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