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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):
July 28, 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
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
(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.
On July 28, 2025, Twin Vee
PowerCats Co. (the “Company”) and the Company’s recently formed, wholly owned subsidiary, Wizz Banger, Inc. (“Wizz
Banger”), entered into a First Amendment (the “First Amendment”) to that certain license and conditional sale agreement
(the “License and Sale Agreement”), entered into and effective as of February 4, 2025, by and between the Company and Revver
Digital, LLC. As previously reported, the initial License and Sale Agreement provides the Company with the right to acquire certain intellectual
property (the “OWM Intellectual Property”) of One Water Marine Inc. (“OWM”) related to (a) the online marketplace,
advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and
warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through
the websites available at the domains (the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the
“Business”). Pending the closing of the sale to the Company of the OWM Intellectual Property, the License and Sales Agreement
grants the Company a license to use and sublicense the OWM Intellectual Property to conduct the Business in consideration of: (i) the
payment to OWM of a monthly revenue-sharing royalty (the “Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription
Revenue (as defined in the License and Sales Agreement) of the Business; and (ii) a credit to OWM of $500 per OWM dealer who lists boats
or yachts on the Domains during such period (the “Dealer Storefront Credit”). On the date of the closing (the “Closing”)
of the sale of the OWM Intellectual Property, the License and Sales Agreement provides that in consideration of the transfer of, and as
a purchase price for, the OWM Intellectual Property, the Company would assume certain liabilities of OWM related to the Business and pay
to OWM $5,000,000, less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of
all Dealer Storefront Credits accrued for the benefit of OWM through such date.
The First Amendment was entered
into in order to (a) amend the definition of “Foreground Intellectual Property” (as defined therein), (b) to clarify that
respective rights of the parties thereunder, (c) to assign the License and Sale Agreement to Wizz Banger, and (d) to provide for a guaranty
by the Company of Wizz Banger’s obligations and liabilities under the License and Sale Agreement, as amended, as provided therein
and effect other amendments to the License and Sale Agreement as set forth therein.
The
foregoing description of the First Amendment is not complete and is qualified in its entirety by reference
to the full text of the First Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Exhibit Description |
| |
|
|
| 10.1 |
|
First Amendment, dated as of July 28, 2025, and effective as of July 14, 2025, to that certain License and Conditional Sale Agreement, effective as of February 4, 2025, by and between Twin Vee PowerCats Co. and Revver Digital, LLC |
| 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: August 1, 2025 |
TWIN VEE POWERCATS CO.
(Registrant) |
| |
|
| |
By: |
/s/ Joseph Visconti |
| |
Name: |
Joseph Visconti |
| |
Title: |
Chief Executive Officer and President |
