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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 31, 2025
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
Fort 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.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 31, 2025, Twin Vee PowerCats Co. (the “Company”),
through its wholly-owned subsidiary, Forza X1, Inc., a Delaware corporation (“Forza”), closed on the sale of its commercial
property located at 100 Impact Drive in Marion, North Carolina (the “Property”) to Highland Myco Holdings, LLC, a North Carolina
limited liability company (the “Buyer”), pursuant to that certain purchase and sale agreement, dated as of September 26, 2025
(the “Purchase and Sale Agreement”), by and between the Company and the Buyer, as amended by that certain amendment, dated
October 13, 2025 (the “Amendment”), by and between the Company, Forza, and the Buyer. The Property was sold for an aggregate
purchase price of $4.25 million. The terms of the sale included a cash closing payment of $500,000, with an additional $3,750,000 paid
by the issuance of a secured promissory note payable in installments of $500,000 plus accrued interest at a rate of 5% per annum on October
31, 2026, $500,000 plus accrued interest on April 30, 2027, and a final payment of $2,750,000 plus accrued interest on October 31, 2027
(the “Promissory Note”). The Promissory Note is secured by a deed of trust on the Property.
There were no material relationships, other than in
respect of the sale of the Property, between (i) the Company and Forza, and their respective affiliates, directors, and officers and associates
of such directors or officers, and (ii) the Buyer and its affiliates.
The foregoing description of the Purchase and Sale
Agreement is qualified in its entirety by reference to the full text of such agreement, as amended by the Amendment, copies of which are
attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein in their entirety by reference.
Pro forma financial information required by Item 9.01
of Form 8-K with respect to the sale of the Property is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 8.01 Other Events.
On November 3, 2025, the Company issued a press release
announcing the close of the sale of the Property. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
Attached
hereto as Exhibit 99.1, and incorporated herein by reference, is unaudited pro forma balance sheet as of September 30, 2025,
giving effect to the disposition of the property..
On
October 31, 2025, Forza X1, Inc. closed on the sale of its North Carolina facility located at 100 Impact Drive, Marion, NC 28752, which
was under construction, to Highland Myco Holdings, LLC. The purchase price under the contract was $4,250,000, consisting of $500,000
due to Forza at closing (before closing costs and property taxes) and a $3,750,000 seller-financed note receivable bearing simple interest
at 5 percent per annum.
Repayment
of the note receivable is structured in three installments: $500,000 plus accrued interest due October 31, 2026; $500,000 plus accrued
interest due April 30, 2027; and $2,750,000 plus accrued interest due October 31, 2027.
Total
seller-paid closing costs were $44,500, and county taxes payable of $7,765.96 were also deducted at closing. After netting these amounts
from the gross proceeds, the net cash received by Forza was $447,684.04.
The
unaudited pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X to present the effects of
the sale as if it had occurred on September 30, 2025, for balance-sheet presentation purposes. Adjustments include (i) removal of assets
held for sale of $3,956,623, (ii) recognition of cash proceeds of $447,684 (net of fees and taxes), and (iii) recognition of a long-term
note receivable of $3,750,000 related to the seller financing. The transaction resulted in an unaudited gain on sale of $241,061.
The
unaudited pro forma financial information included as an exhibit to this Current Report on Form 8-K is presented for illustrative purposes
only, does not purport to represent actual results as of any future date, and is not necessarily indicative of what the Company’s
actual financial position or results of operations would have been had the sale been completed on the dates indicated. The unaudited
pro forma financial information reflects adjustments, which are based upon estimates. The information upon which these adjustments and
assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy.
Moreover, the pro forma financial information does not reflect all costs that are expected to be incurred by the Company. Accordingly,
the final accounting adjustments may differ materially from the pro forma information included as an exhibit to this Current Report on
Form 8-K.
No pro forma statement of operations has been presented
because the disposition is not expected to have a material continuing impact on the Company’s results of operations.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Purchase and Sale Agreement, dated as of September 26, 2025, by and between Twin Vee PowerCats Co. and Highland Myco Holdings, LLC |
| 10.2 |
|
Amendment to the Purchase and Sale Agreement, dated as of October 13, 2025, by and between Twin Vee PowerCats Co., Forza X1, Inc., and Highland Myco Holdings, LLC |
| 99.1 |
|
Unaudited Pro Forma Balance Sheet of Twin Vee PowerCats
Co. |
| 99.2 |
|
Press Release issued by Twin Vee PowerCats Co., dated November 3, 2025 |
| 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: November 6, 2025 |
TWIN VEE POWERCATS CO.
(Registrant) |
| |
|
| |
By: |
/s/ Joseph Visconti |
| |
Name: |
Joseph Visconti |
| |
Title: |
Chief Executive Officer and President |
