Filed Pursuant to Rule 424(b)(5)
Registration No. 333-266858
The information in this preliminary
prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part
of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting
an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION |
DATED SEPTEMBER 28, 2022 |
(To the Prospectus dated August 24, 2022)
Shares
Common Stock
Twin Vee PowerCats Co.
We are offering shares of our common stock in this
offering pursuant to this prospectus supplement and the accompanying prospectus.
Our common stock is listed
on the Nasdaq Capital Market under the symbol “VEEE.” On September 27, 2022, the last reported sale price of our common stock
on the Nasdaq Capital Market was $3.36 per share.
We are an “emerging growth company” as
that term is used in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company.” As such, we have elected
to comply with certain reduced public company reporting requirements. Please see “Preliminary Prospectus Summary—Implications
of Being an Emerging Growth Company and a Smaller Reporting Company.”
Investing in our common
stock involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk
Factors“ beginning on page S-5 of this prospectus supplement and in the documents incorporated by reference into this
prospectus supplement and the accompanying base prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.
As of the date of this prospectus supplement, the
aggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $23,820,000, which
is calculated based on 3,000,000 shares of our common stock outstanding held by non-affiliates and a price of $7.94 per share, the closing
price of our common stock on August 15, 2022, which is the highest closing sale price of our common stock on the Nasdaq Capital Market
within the prior 60 days of this prospectus supplement. During the prior 12 calendar month period that ends on and includes the date hereof,
we have not offered or sold any shares of our common stock pursuant to General Instruction I.B.6 to Form S-3.
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| Total | |
| Public offering price | |
$ | | | |
$ | | |
| Underwriting discounts and commissions(1) | |
$ | | | |
$ | | |
| Proceeds to us, before expenses | |
$ | | | |
$ | | |
| (1) |
We have agreed to reimburse the representative of the underwriters for certain expenses. Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the public offering price payable to the underwriters. Please see “Underwriting” for a description of compensation payable to the underwriters. |
We have granted a 45-day
option to the representative of the underwriters to purchase up to additional shares of common stock solely to cover over-allotments,
if any.
The underwriters expect to deliver the shares
of common stock to the purchasers on or about , 2022.
ThinkEquity
The date of this prospectus
supplement is , 2022
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
PROSPECTUS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) utilizing a
“shelf” registration process. Under the shelf registration process, we may offer shares of our common stock having an aggregate
offering price of up to $100,000,000 under the accompanying base prospectus. This prospectus supplement may add to, update or change information
in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement or the accompanying prospectus.
We provide information to
you about this offering of shares of our common stock in two separate documents that are bound together: (1) this prospectus supplement,
which describes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides general information,
some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents
combined.
If information in this prospectus
supplement is inconsistent with the accompanying base prospectus or with any document incorporated by reference that was filed with the
SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. Any statement so modified will be deemed
to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of
this prospectus. However, if any statement in one of these documents is inconsistent with a statement in another document having a later
date—for example, a document incorporated by reference in this prospectus supplement, the statement in the document having the later
date modifies or supersedes the earlier statement as our business, financial condition, results of operations and prospects may have changed
since the earlier dates.
This prospectus supplement,
the accompanying base prospectus and the documents incorporated into each by reference include important information about us, the securities
being offered and other information you should know before investing in our securities. You should also read and consider information
in the documents we have referred you to in the section of this prospectus supplement and the accompanying base prospectus entitled “Where
You Can Find More Information” and “Incorporation of Certain Information By Reference.”
You should rely only on the
information contained in or incorporated by reference into this prospectus supplement and the accompanying base prospectus and any free
writing prospectus we may provide to you in connection with this offering and the information incorporated or deemed to be incorporated
by reference therein. We have not, and the underwriters have not, authorized anyone to provide you with information that is in addition
to or different from that contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus. If
anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, offering
to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained
or incorporated by reference in this prospectus supplement or the accompanying base prospectus is accurate as of any date other than as
of the date of this prospectus supplement or the accompanying base prospectus, as the case may be, or in the case of the documents incorporated
by reference, the date of such documents regardless of the time of delivery of this prospectus supplement and the accompanying base prospectus
or any sale of our securities. Our business, financial condition, liquidity, results of operations and prospects may have changed since
those dates.
We further note that the
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference in this prospectus supplement were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus supplement
contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications
and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness
of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding
the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve
risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk
Factors” in this prospectus supplement and under similar headings in the other documents that are incorporated by reference
into this prospectus. Accordingly, investors should not place undue reliance on this information.
We are offering to sell,
and are seeking offers to buy, the common stock only in jurisdictions where such offers and sales are permitted. No action has been or
will be taken in any jurisdiction by us or the underwriters that would permit a public offering of the common stock or the possession
or distribution of this prospectus supplement and the accompanying base prospectus in any jurisdiction, other than in the United States.
Persons outside the United States who come into possession of this prospectus supplement and the accompanying base prospectus must
inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus
supplement and the accompanying base prospectus outside the United States. This prospectus supplement and the accompanying base prospectus
do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered
by this prospectus supplement and the accompanying base prospectus by any person in any jurisdiction in which it is unlawful for such
person to make such an offer or solicitation.
Except as otherwise indicated herein or as the
context otherwise requires, references in this prospectus supplement to “Twin Vee,” “the Company,” “we,”
“us,” “our” and similar references refer to Twin Vee PowerCats Co., an entity incorporated under the laws of the
State of Delaware, and where appropriate our consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus supplement contains “forward-looking
statements” that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking
statements. The statements contained in this prospectus supplement that are not purely historical are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the
use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,”
“seek,” “should,” “strategy,” “target,” “will,” “would” and similar
expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of
our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties
and other important factors that could cause actual results and the timing of certain events to differ materially from future results
expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not
limited to, those identified below and those discussed in this section of the prospectus titled “Risk Factors.” Furthermore,
such forward-looking statements speak only as of the date of this prospectus supplement. Except as required by law, we undertake no obligation
to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Please consider our forward-looking statements in
light of those risks as you read this prospectus supplement and the documents incorporated by reference into this prospectus. It is not
possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
You should not assume that the information contained
in this prospectus supplement is accurate as of any date other than as of the date of this prospectus supplement or the accompanying base
prospectus, as applicable, and that any information incorporated by reference into this prospectus supplement is accurate as of any date
other than the date of the document so incorporated by reference. Except as required by law, we assume no obligation to update these forward-looking
statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements,
even if new information becomes available in the future. Thus, you should not assume that our silence over time means that actual events
are bearing out as expressed or implied in such forward-looking statements.
If one or more of these or other risks or uncertainties
materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. All
subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified
in their entirety by this disclosure. Before purchasing any shares of common stock, you should consider carefully all of the factors set
forth or referred to in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference that
could cause actual results to differ.
PROSPECTUS SUPPLEMENT SUMMARY
The items in the following summary are described
in more detail elsewhere in this prospectus supplement and in the documents incorporated by reference herein and in the accompanying prospectus.
This summary highlights selected information contained elsewhere in this prospectus supplement. This summary is not intended to be complete
and does not contain all of the information that you should consider before deciding to invest in our securities. You should carefully
read this entire prospectus supplement and accompanying prospectus, especially the “Risk Factors” section beginning on page
S-5, and other documents or information included or incorporated by reference in this prospectus supplement before making an investment
decision.
Company Overview
We are a designer, manufacturer and marketer of recreational
and commercial power catamaran boats. We believe our company has been an innovator in the recreational and commercial power catamaran
industry. We currently have 6 gas-powered models in production ranging in size from our 24-foot, dual engine, center console to our newly
designed 40-foot offshore 400 GFX. Our twin-hull catamaran running surface, known as a symmetrical catamaran hull design, adds to the
Twin Vee ride quality by reducing drag, increasing fuel efficiency, and offering users a stable riding boat. Twin Vee’s home base
operations in Fort Pierce Florida is a 7.5-acre facility with several buildings totaling over 65,000 square feet. We employed approximately
160 people on June 30, 2022, some of whom have been with our company for over twenty years.
We have organized our business
into three operating segments: (i) our gas-powered boat segment, which manufactures and distributes gas-powered boats; (ii) our electric-powered
boat segment, which is developing fully electric boats, through our subsidiary, Forza X1, Inc., a Delaware corporation (“Forza X1”),
and (iii) our franchise segment, which is developing a standard product offering and will be selling franchises across the United States
through our wholly owned subsidiary, Fix My Boat, Inc., a Delaware corporation.
Our gas-powered boats allow
consumers to use them for a wide range of recreational activities including fishing, diving and water skiing and commercial activities
including transportation, eco tours, fishing and diving expeditions. We believe that the performance, quality and value of our boats position
us to achieve our goal of increasing our market share and expanding the power catamaran boating market. We currently primarily sell our
boats through a current network of 20 independent boat dealers in 25 locations across North America and the Caribbean who resell our boats
to the end user Twin Vee customers. We continue recruiting efforts for high quality boat dealers and seek to establish new dealers and
distributors domestically and internationally to distribute our boats as we grow our production and introduce new models. Our gas-powered
boats are currently outfitted with gas-powered outboard combustion engines.
Due to the growing demand
for sustainable, environmentally friendly electric and alternative fuel commercial and recreational vehicles, Forza X1, is designing and
developing a line of electric-powered boats. Forza X1’s initial two models, the FX1 Dual Console and FX1 Center Console, are being
designed to be 24-foot in length, have an 8’ beam or width and utilize a catamaran hull surface to reduce drag and increase run
times. The initial launch of FX1 will include our proprietary single electric outboard motor. Our electric boats are being designed as
fully integrated electric boats including the hull, outboard motor and control system. To date, all design work, tooling and molds and
have been completed. We are in the process of assembling our first FX1 and we hope the see our first FX1 in the water on the next 60 days.
We have entered into a supply agreement for the supply of the lithium battery packs that we plan to use to power the electric boats, completed
the design and prototyping of the boat control system, and completed the design and are more than halfway through prototyping of the electric
outboard motor. We expect to begin production of our FX1 fully integrated electric boat and motor and commence selling to end user customers
by the second quarter of 2023. We have also filed three design and four utility patent applications with the U.S. Patent and Trademark
Office relating to, among other things, our propulsion system being developed and boat design.
Through the first six months
of 2022, we continued to experience strong demand for our products. Our company’s objectives have been to add new, larger boat models
to our GFX lineup, expand our dealers and distribution network, and increase unit production to fulfill our customer and dealer orders.
We have made significant progress on all fronts in the first six months ended June 30, 2022, we started production on our new 260GFX and
we unveiled our 400GFX at our dealer meeting in July 2022, we have added 20 dealers and 26 locations to our dealer network and we have
increased our manufacturing throughput to an average of 4.75 boats a week. The increase in production drove our net revenue up 158% for
the three months ended June 30, 2022 over the second quarter of 2021. While net sales growth has been significant, the investments we
are making also increases our labor, operating, sales and general administration costs. Our manufacturing process is labor intensive,
and with the addition of new models to our production line we have added staff and expanded our training program.
Our production of gas-powered
boats since the closing of our initial public offering in July 2021 has increased from one boat per week to the current 4.75 boats per
week. Our goal is to continue to increase production of gas-powered boats to five boats per week. This increase in production has, and
will continue, to result in an increase in operating expenses. More specifically, our headcount has increased and is expected to further
increase as we hired and continue to hire additional production employees and midlevel managers resulting in higher salaries and wages.
We continue to focus on hiring highly qualified production and administrative staff to order to increase our productivity, drive efficiencies,
and improve product quality. To help meet our production objectives we have also invested approximately $5 million in facility upgrades,
capital equipment and molds.
Recent Developments
Merger
Agreement Between Us and Twin Vee Powercats, Inc.
On September 8, 2022, we and our parent corporation,
Twin Vee Powercats, Inc., a Florida corporation (“Twin Vee Inc.”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger
Agreement, Twin Vee Inc. will merge with and into us, and we will be the surviving company in the merger (the “Merger”).
We and Twin Vee Inc. believe that the Merger will
enhance stockholder value for both our stockholders and the Twin Vee Inc. stockholders by (i) providing a method by which the Twin Vee
Inc. stockholders can more directly share in the growth of our company and (ii) enabling us to take advantage of the net operating loss
carryforwards of Twin Vee Inc. and utilize them to offset our income. Before we complete the Merger, our stockholders and the Twin Vee
Inc. stockholders must approve and adopt the Merger Agreement.
Subject to the terms and
conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of capital stock of Twin Vee Inc. (other
than any shares held as treasury stock, that will be cancelled), and the holders of Twin Vee Inc. common stock will receive in the Merger
one share of our common stock in exchange for 41.7128495 shares of Twin Vee Inc. common stock they own, for a maximum of 4,000,000 shares
of our common stock (no fractional shares of our common stock will be issued) and the 4,000,000 shares of our common stock currently held
by Twin Vee Inc. will be canceled, such that after the Merger the outstanding number of shares of our common stock will be substantially
the same as it was immediately prior to the Merger. As a result, immediately after the Merger, Twin Vee Inc. stockholders will own approximately
54% of the outstanding shares of the combined company on a fully diluted basis and our remaining stockholders will own approximately 46%
of the outstanding shares of the combined company on a fully diluted basis.
OneWater
Marine Agreement
On
August 17, 2022, Forza X1 entered into an agreement (the “OneWater Agreement”) with OneWater Marine, Inc. (“One Water”)
to establish Forza X1 customer experience and service centers in OneWater’s current and future locations and other strategic locations
across the United States pursuant to which OneWater will be the sole dealer distributing Forza X1 products and OneWater’s retail
locations may be used as potential delivery points for customers to pick up their Forza X1 products. Forza
X1 retained the right to sell its products directly to customers. The OneWater Agreement has a term of five years but may
be terminated by either party for breach upon thirty days’ notice and without cause upon three months’ notice.
Forza X1 IPO
On August 16, 2022, Forza
X1 closed its initial public offering (the “Forza X1 IPO”) of 3,450,000 shares of its
common stock at the public offering price of $5.00 per share, generating gross proceeds of $17,250,000 prior to deducting underwriting
discounts and other offering expenses. The 3,450,000 shares of common stock issued in the Forza
X1 IPO included 450,000 shares issued pursuant to the exercise in full by the underwriters of the over-allotment option. Forza X1’s
shares of common stock commenced trading on the Nasdaq Capital Market on August 11, 2022 under the symbol “FRZA.”
Forza X1 North Carolina
Property
On July 28, 2022, Forza X1
received notice that the North Carolina Economic investment committee had approved a Job Development Investment Grant providing for reimbursement
to Forza X1 of up to $1,367,100 over a twelve-year period of expenses Forza X1 incurs to establish a new manufacturing plant in McDowell
County, North Carolina. The receipt of grant funding is conditioned upon Forza X1 investing over $10.5 million in land, buildings and
fixtures, infrastructure and machinery and equipment by the end of 2025 and Forza X1 creating as many as 170 jobs. There can be no assurance
that Forza X1 will meet the conditions necessary to receive the grant funding. Forza X1 is currently in negotiations for a new site to
build the Forza factory in North Carolina. There can be no assurance that the negotiations will be successful.
General Corporate Information
Our principal executive office is located at 3101
S. US-1, Ft. Pierce, Florida 34982 and our telephone number is (772) 429-2525. We maintain our corporate website at www.twinvee.com.
The reference to our website is an inactive textual reference only, the information that can be accessed through our website is not part
of this prospectus, and investors should not rely on any such information in deciding whether to purchase our securities.
We were incorporated in the State of Florida as Twin
Vee Catamarans, Inc. on December 1, 2009 and reincorporated in Delaware on April 7, 2021. Our parent company was incorporated as ValueRich,
Inc. (“ValueRich”) under the laws of the state of Florida on July 11, 2003 and reincorporated in Delaware on March 3, 2006.
On February 17, 2015, ValueRich consummated the acquisition of Twin Vee Catamarans, Inc. On April 26, 2016, ValueRich changed its name
and began operating under the name Twin Vee Powercats, Inc.
Implications of Being an Emerging Growth Company
and a Smaller Reporting Company
We qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As an “emerging growth company,”
we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies.
These provisions include, but are not limited to:
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requiring only two years of audited financial statements in addition
to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in our Securities Act filings; |
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reduced disclosure about our executive compensation arrangements; |
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no non-binding advisory votes on executive compensation or golden parachute arrangements; and |
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exemption from compliance with the auditor attestation requirement in
the assessment of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002
(“SOX”). |
We may take advantage of these exemptions until such
time that we are no longer an “emerging growth company.” We will continue to remain an “emerging growth company”
until the earliest of the following: (i) the last day of the fiscal year following the fifth anniversary of the date of the completion
of our initial public offering; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more
than $1.07 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous
three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
We are also a “smaller reporting company”
as defined in the Exchange Act, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting
companies. To the extent that we continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2
under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an “emerging
growth company” may continue to be available to us as a “smaller reporting company,” including exemption from compliance
with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We
will continue to be a “smaller reporting company” until we have $250 million or more in public float (based on our common
stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float
(based on our common stock) or a public float (based on our common stock) that is less than $700 million, annual revenues of $100 million
or more during the most recently completed fiscal year.
We may choose to take advantage of some, but not all,
of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained
herein may be different from the information you receive from other public companies in which you hold stock. In addition, the JOBS Act
provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting
standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to avail ourselves
of the extended transition period for complying with new or revised financial accounting standards. As a result of the accounting standards
election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that
are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
THE OFFERING
The following summary contains basic information about this offering. The
summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus
supplement.
| Issuer |
Twin Vee PowerCats Co. |
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| Common stock offered |
shares of our common stock. |
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| Option to purchase additional shares |
We have granted the representative of the underwriters the option, exercisable in whole or in part for 45 days from the date of this prospectus supplement, to purchase up to additional shares of our common stock. |
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Common stock to be outstanding after
this offering |
shares. If the representative of the underwriters’ option to purchase additional shares is exercised in full, the total number of shares of common stock outstanding immediately after this offering would be shares.(1) |
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| Use of Proceeds |
We currently intend to use the net proceeds from this offering primarily for: (1) potential expansion of our business and operations; (2) potential acquisition of real estate and/or adding additional buildings on our current location for expansion, including launching new products and/or building greater volumes of current models; (3) potential strategic acquisitions or investments; and (4) working capital and general corporate purposes. Pending these uses, we expect to invest the net proceeds in short-term, interest-bearing securities. We have broad discretion in determining how the proceeds of this offering will be used, and our discretion is not limited by the aforementioned possible uses. Our board of directors believes the flexibility in application of the net proceeds is prudent. See “Use of Proceeds.” |
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| Representative’s Warrants |
At the closing of this offering, we will issue warrants to purchase shares of our common stock to the representative of the underwriters (the “Representative’s Warrant,”), as a portion of the underwriting compensation payable to the underwriters in connection with this offering. The warrants will be exercisable at any time and from time to time, in whole or in part, during the four and one half year period commencing 180 days from the commencement of sales of the shares of common stock in this offering, at a price per share equal to 125% of the public offering price per share of common stock in this offering. It is not anticipated that the Representative’s Warrants will be registered and included in the registration statement of which this prospectus supplement is a part. Please see “Underwriting — Representative’s Warrants” for a description of these warrants. |
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| Risk Factors |
You should read the “Risk Factors” section of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to consider before deciding to purchase shares of our common stock. |
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| Nasdaq Capital Market symbol |
“VEEE” |
| (1) | The number of shares of our common stock that will be outstanding immediately after this offering as shown
above is based on 7,000,000 shares of our common stock outstanding on September 27, 2022. The number of shares outstanding as of June 30, 2022
as used throughout this prospectus supplement, unless otherwise indicated, excludes: |
| ● | 981,955 shares of our common stock reserved for issuance upon the exercise of outstanding stock options
at a weighted average exercise price of $4.82 per share; |
| ● | 150,000 shares of our common stock reserved for issuance upon the exercise of outstanding warrants at
a weighted average exercise price of $7.50 per share; and |
| ● | 377,090 shares of common stock available for future grants under our 2021 Stock Incentive Plan (the “2021
Plan”). |
RISK FACTORS
Investing in our common stock involves a high
degree of risk, and you should be able to bear the complete loss of your investment. You should consider carefully the risks
described below and those described under the section captioned “Risk Factors” contained in our most recent Annual
Report on Form 10-K for the year ended December 31, 2021, any subsequent Annual Reports on Form 10-K, any subsequent Quarterly
Reports on Form 10-Q, and all other information contained or incorporated by reference into this prospectus before deciding
whether to purchase any of the common stock being offered under this prospectus supplement. Our business, consolidated financial
condition or results of operations could be adversely affected as a result of these risks. In such case, the trading price of our
common stock could decline and you could lose all or part of your investment. Our actual results could differ materially from those
anticipated in the forward-looking statements made throughout this prospectus supplement or the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus as a result of different factors, including the risks we face
described below.
Risks Related to this Offering
Our management will have broad discretion over
the use of proceeds from this offering and may not use the proceeds effectively.
Our management will have broad discretion over
the use of proceeds from this offering. We intend to use the net proceeds from this offering for: (1) potential expansion of our
business and operations; (2) potential acquisition of real estate and/or adding additional buildings on our current location for
expansion, including launching new products and/or building greater volumes of current models; (3) potential strategic
acquisitions or investments; and (4) working capital and general corporate purposes. Our management will have considerable
discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to
assess whether the proceeds are being used appropriately. We may use the net proceed for corporate purposes
that do not improve our operating results or enhance the value of our common stock. The failure of our management to use these funds
effectively could have a material adverse effect on our business, cause the market price of our common stock to decline and impair
the commercialization of our products and/or delay the development of our product candidates. Pending their use, we may invest the
net proceeds from this offering in short-term, investment-grade, interest-bearing instruments and U.S. government securities. These
investments may not yield a favorable return to our stockholders. See “Use of Proceeds” for a more detailed
discussion regarding the use of proceeds from this offering.
Investors in this offering will incur immediate
dilution from the public offering price.
Because the price per share of our common stock being
offered is higher than the book value per share of the shares of our common stock, you will suffer immediate dilution in the net tangible
book value of the shares of our common stock that you purchase in this offering. After giving effect to the sale of shares of our
common stock in this offering at a public offering price of $ per share, and based on the pro forma as adjusted net tangible book value
of our shares of common stock as of June 30, 2022, if you purchase shares of common stock in this offering, you will suffer immediate
dilution of $ per share with respect to the as adjusted net tangible book value of the shares of our common stock. See “Dilution”
for a more detailed discussion of the dilution you will incur in this offering.
Our need for future financing may result in
the issuance of additional securities which will cause investors to experience dilution.
Our cash requirements may vary from those now planned
depending upon numerous factors, including our results of operations. We expect our expenses to increase if and when we expand our business.
Accordingly, we may need to obtain substantial additional funding in connection with our continuing operations. There are no other commitments
by any person for future financing. Our securities may be offered to other investors at a price lower than the price per share offered
to current stockholders, or upon terms which may be deemed more favorable than those offered to current stockholders. In addition, the
issuance of securities in any future financing may dilute an investor’s equity ownership and have the effect of depressing the market
price for our securities. Moreover, we may issue derivative securities, including options and/or warrants, from time to time, to procure
qualified personnel or for other business reasons. The issuance of any such derivative securities, which is at the discretion of our board
of directors, may further dilute the equity ownership of our stockholders.
We may sell shares of common stock or other securities
in any other offering at a price per share that is less than the price per share paid by the investors in this offering, and investors
purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which
we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may
be higher or lower than the price per share paid by investors in this offering. No assurance can be given as to our ability to procure
additional financing, if required, and on terms deemed favorable to us. To the extent additional capital is required and cannot be raised
successfully, we may then have to limit our then current operations and/or may have to curtail certain, if not all, of our business objectives
and plans.
Our common stock price may be volatile or may decline regardless
of our operating performance and you may not be able to resell your shares at or above the public offering price.
The price of our common stock
has experienced volatility. On July 21, 2021, the closing price of our common stock on the Nasdaq was $7.49 per share, on January 27,
2022, the closing price of our common stock on the Nasdaq was $3.02 per share and on September 27, 2022 the closing price of our common
stock on the Nasdaq was $3.36. It is possible that an active trading market will not continue or be sustained, which could make it difficult
for investors to sell their shares of our common stock at an attractive price or at all.
Volatility in the market
price of our common stock may prevent investors from being able to sell their shares at or above the price you paid for them. Many factors,
which are outside our control, may cause the market price of our common stock to fluctuate significantly, including those described elsewhere
in this “Risk Factors” section and the documents incorporated by reference in this prospectus supplement, as well as the following:
| |
● |
Our operating and financial performance and prospects; |
| |
● |
Our quarterly or annual earnings or those of other companies in our industry compared to market expectations; |
| |
● |
Conditions that impact demand for our products; |
| |
● |
Future announcements concerning our business or our competitors’ businesses; |
| |
● |
The public’s reaction to our press releases, other public announcements, and filings with the SEC; |
| |
● |
The size of our public float; |
| |
● |
Coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; |
| |
● |
Market and industry perception of our success, or lack thereof, in pursuing our growth strategy; |
| |
● |
Strategic actions by us or our competitors, such as acquisitions or restructurings; |
| |
● |
Changes in laws or regulations that adversely affect our industry or us; |
| |
● |
Changes in accounting standards, policies, guidance, interpretations, or principles; |
| |
● |
Changes in senior management or key personnel; |
| |
● |
Issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; |
| |
● |
Changes in our dividend policy; |
| |
● |
Adverse resolution of new or pending litigation against us; and |
| |
● |
Changes in general market, economic, and political conditions in the U.S. and global economies or financial markets,
including those resulting from natural disasters, terrorist attacks, acts of war, geopolitical
events, including civil or political unrest (such as the ongoing conflict
between Ukraine and Russia) and responses to such events. |
As a result, volatility in
the market price of our common stock may prevent investors from being able to sell their common stock at or above the public offering
price or at all. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our
operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.
As a result, investors may suffer a loss on your investment.
Additionally, recently, securities
of certain companies have experienced significant and extreme volatility in stock price due to short sellers of shares of common
stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in those companies and in the market
and have led to the price per share of those companies to trade at significantly inflated rates that is disconnected from the underlying
value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant
portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. While we have
no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we won’t be in the future,
and investors may lose a significant portion or all of their investment if you purchase our shares at a rate that is significantly disconnected
from our underlying value.
We have additional securities available
for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.
Our certificate of incorporation, as amended, authorizes
the issuance of 50,000,000 shares of our common stock and 10,000,000 shares of preferred stock. In certain circumstances, the common stock,
as well as the awards available for issuance under the 2021 Plan, can be issued by our board of directors, without stockholder approval.
Any future issuances of such stock would further dilute the percentage ownership of us held by holders of preferred stock and common stock.
Because we will not declare cash dividends on
our common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock for any return on
their investment.
We have never declared or
paid cash dividends on our common stock. We currently anticipate that we will retain future earnings for the development, operation and
expansion of our business and will not declare or pay any cash dividends in the foreseeable future. As a result, only appreciation of
the price of our common stock, if any, will provide a return to investors in this offering.
USE OF PROCEEDS
We
estimate that the net proceeds from the sale of the shares of common stock that we are offering will be
approximately $ million ($ million if the representative of the
underwriters’ option to purchase additional shares of common stock is exercised in full) based on the public offering price of
$ per share of common stock, after deducting the estimated underwriting discounts and
commissions and estimated offering expenses payable by us.
We currently anticipate that
we will use the net proceeds from the sale of the shares of common stock offered hereby, together with our existing resources, primarily
for: (1) potential expansion of our business and operations; (2) potential acquisition of real estate and/or adding additional buildings
on our current location for expansion, including launching new products and/or building greater volumes of current models; (3)
potential strategic acquisitions or investments; and (4) working capital and general corporate purposes.
We believe opportunities
may exist from time to time to expand our current business through acquisitions of, or investments in, complementary businesses, products
or technologies. While we currently have no agreements or commitments to complete any such transaction at this time, we may use a portion
of the net proceeds for these purposes.
As of the date of this prospectus supplement, we cannot
specify with certainty all of the particular uses for the net proceeds to be received from this offering. The expected use of net proceeds
from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as
our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous
factors, including the progress of our development and any unforeseen cash needs. As a result, our management will retain broad discretion
over the allocation of the net proceeds. We cannot specify with certainty all of the particular uses for the net proceeds to be received
upon the closing of this offering. Pending use of the proceeds as described above, we intend to invest the proceeds in a variety of capital
preservation investments, including interest-bearing, investment-grade instruments and U.S. government securities.
CAPITALIZATION
The following table sets forth our consolidated cash
and cash equivalents, equity and total capitalization as of June 30, 2022:
| ● | on a pro forma basis to give effect to the receipt of net proceeds of approximately $15,231,000 from the
sale by Forza X1 of 3,450,000 shares of Forza X1 common stock in the Forza X1 IPO; and |
| ● | on a pro forma as adjusted basis to give effect to the pro forma adjustment above and sale of shares of
our common stock in this offering and the application of the estimated net proceeds as described under “Use of Proceeds.” |
You should read this table
together with the information contained in this prospectus supplement and the accompanying base prospectus and the information incorporated
by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and our Annual Report on Form 10-K for the year
ended December 31, 2021, including the historical financial statements and related notes included in each of those reports.
| |
|
As of June 30, 2022 |
| | |
U.S. Dollars (unaudited) |
| | |
Actual | |
Pro Forma | |
Pro Forma As Adjusted |
| Cash and cash equivalents | |
$ | 5,910,533 | | |
$ | 21,141,533 | | |
$ | | |
| Stockholders’ equity: | |
| | | |
| | | |
| | |
| Common stock, $0.001 par value, 500,000,000 shares authorized at June 30, 2022; 7,000,000 shares issued
and outstanding at June 30, 2022, actual; 7,000,000 shares issued and outstanding, pro
forma; and 10,450,000 shares issued and outstanding, pro forma as adjusted | |
$ | 7,000 | | |
$ | 10,450 | | |
$ | | |
| Additional paid-in capital | |
| 19,236,979 | | |
| 34,464,529 | | |
| | |
| Accumulated deficit | |
| (3,747,655 | ) | |
| (3,747,655 | ) | |
| | |
| Total stockholders’ equity | |
$ | 15,496,324 | | |
$ | 30,727,324 | | |
$ | | |
| Total capitalization | |
$ | 21,019,907 | | |
$ | 36,250,907 | | |
$ | | |
Unless otherwise indicated, all information in this
prospectus supplement is based on 7,000,000 shares of common stock outstanding as of June 30, 2022, and excludes as of such date:
| ● | 981,955 shares of our common stock reserved for issuance upon the exercise of outstanding stock options
at a weighted average exercise price of $4.82 per share; |
| ● | 150,000 shares of our common stock reserved for issuance upon the exercise of outstanding warrants at
a weighted average exercise price of $7.50 per share; and |
| ● | 377,090 shares of our common stock reserved for future issuance under our 2021 Plan. |
DIVIDEND POLICY
We presently intend to retain our earnings, if any,
to finance the development and growth of our business and operations and do not anticipate declaring or paying cash dividends on our common
stock in the foreseeable future.
Any future determination as to the declaration and
payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including
our operating results, financial condition, contractual restrictions, capital requirements, business prospects, and other factors our
board of directors may deem relevant. See “Risk Factors — Risks Related to this Offering—Because we will not declare
cash dividends on our common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock
for any return on their investment.”
DILUTION
Our net tangible book value
as of June 30, 2022 was approximately $ million, or $ per share. Net tangible book value per share is determined by dividing our total
tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of June 30, 2022. Dilution with respect
to net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of common stock
in this offering and the net tangible book value per share of our common stock immediately after this offering.
Also,
at June 30, 2022, on a pro forma basis taking into account the receipt of net proceeds of approximately $15,231,000 from the sale
by Forza X1 of 3,450,000 shares of its common stock in the Forza IPO, we had a pro forma net tangible
book value of approximately $30,727,324 corresponding to a pro forma net tangible book value of $5.00 per share of common stock.
After giving effect to the
pro forma adjustment described above and the sale of shares of our common stock in this offering at an offering price of $ per share
and after deducting estimated underwriting discounts and commissions and estimated offering
expenses payable by us, our as adjusted net tangible book value as of June 30, 2022 would have been approximately $ million, or
$ per share. This represents an immediate increase in the as adjusted net tangible book value of $ per share to existing stockholders
and an immediate dilution of $ per share to new investors purchasing securities in this offering. The following table illustrates
this per share dilution:
| Public offering price per share |
|
|
|
|
|
$ |
|
|
| Pro forma net tangible book value per share as of June 30, 2022 |
|
$ |
|
|
|
|
|
|
| Increase in pro forma net tangible book value per shares attributable to this offering |
|
$ |
|
|
|
|
|
|
| Pro forma as adjusted net tangible book value per share as of June 30, 2022, after giving effect to this offering |
|
|
|
|
|
$ |
|
|
| Dilution per share to investors purchasing shares in this offering |
|
|
|
|
|
$ |
|
|
The table and discussion above are based on 7,000,000
shares of common stock issued and outstanding as of June 30, 2022 and excludes as of that date:
| ● | 981,955 shares of our common stock reserved for issuance upon the exercise of outstanding stock options
at a weighted average exercise price of $4.82 per share; |
| ● | 150,000 shares of our common stock reserved for issuance upon the exercise of outstanding warrants at
a weighted average exercise price of $7.50 per share; and |
| ● | 377,090 shares of our common stock reserved for future issuance under our 2021 Plan. |
To the extent that any
outstanding options are exercised, new options or shares of restricted stock are issued under our equity incentive plans, or we
otherwise issue additional shares of common stock in the future, at a price less than the public offering price, there will be
further dilution to the investors. In addition, we may choose to raise additional capital due to market conditions or strategic
considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise
additional capital through the sale of equity or convertible debt securities, the issuance of these securities could
result in further dilution to our stockholders.
UNDERWRITING
ThinkEquity LLC, is acting as representative of the
underwriters. Subject to the terms and conditions of an underwriting agreement between us and the representative, we have agreed to sell
to each underwriter named below, and each underwriter named below has severally agreed to purchase, at the public offering price less
the underwriting discounts set forth on the cover page of this prospectus supplement, the number of shares of common stock listed next
to its name in the following table:
| Underwriters |
|
|
Number of
Shares |
|
| ThinkEquity LLC |
|
|
|
|
| Total |
|
|
|
|
The underwriting agreement provides that the obligations
of the underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus supplement are subject to
various conditions and representations and warranties, including the approval of certain legal matters by their counsel and other conditions
specified in the underwriting agreement. The shares of common stock are offered by the underwriters, subject to prior sale, when, as and
if issued to and accepted by them. The underwriters reserve the right to withdraw, cancel or modify the offer to the public and to reject
orders in whole or in part. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus
supplement if any such shares of common stock are taken, other than those shares of common stock covered by the over-allotment option
described below.
We have agreed to indemnify the underwriters against
specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required
to make in respect thereof.
Over-Allotment Option
We have granted a 45-day option to the
representative of the underwriters to purchase up to additional shares of our common stock at a public offering price of
$ per share, less the underwriting discount, solely to cover
over-allotments, if any. The underwriters may exercise this option for 45 days from the date of this prospectus supplement
solely to cover sales of shares of common stock by the underwriters in excess of the total number of shares of common stock set
forth in the table above. If any of these additional shares are purchased, the underwriters will offer the additional shares on the
same terms as those on which the shares are being offered.
Discounts and Commissions
The underwriters propose initially to offer the shares
of common stock to the public at the public offering price set forth on the cover page of this prospectus supplement and to dealers at
those prices less a concession not in excess of $ per share of common stock.
If all of the shares of common stock offered by us are not sold at the public offering price, the underwriters may change the offering
price and other selling terms by means of a supplement to this prospectus supplement.
The following table shows the public offering price,
underwriting discounts and commissions and proceeds before expenses to us. The information assumes either no exercise or full exercise
of the over-allotment option we granted to the representative of the underwriters.
| |
|
Per Share |
|
|
Total Without
Over-
allotment
Option |
|
|
Total With
Over-
allotment
Option |
|
| Public offering price |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
| Underwriting discount (7%) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
| Proceeds, before expenses, to us |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
| Non-accountable expense allowance (1%) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
We have agreed to pay a non-accountable expense allowance
to the representative of the underwriters equal to 1% of the gross proceeds received at the closing of the offering. We have paid an expense
deposit of $10,000 to the Representative, which will be applied against the out-of-pocket accountable expenses that will be paid by us
to the underwriters in connection with this offering, and will be reimbursed to us to the extent not actually incurred in compliance with
FINRA Rule 5110(g)(4)(A).
We have also agreed to pay certain of the Representative’s
expenses relating to the offering, including; (a) all fees, expenses and disbursements relating
to background checks of our officers, directors and entities in an amount not to exceed $15,000 in the aggregate; (b) fees and
expenses of the underwriter’s legal counsel not to exceed $125,000; (c) a $29,500 cost associated with the underwriters use
of Ipreo’s book-building, prospectus tracking and compliance software for the offering; and (d) $10,000 for data services and
communications expenses; (e) up to $30,000 of market making and trading, and clearing firm settlement
expenses for the offering; provided that the expenses to be reimbursed to the Representative shall not exceed $165,000.
Our total estimated expenses of the offering, including
registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding underwriting discounts and commissions
and excluding the non-accountable expense allowance, are approximately $ 350,000.
Representative’s Warrants
Upon closing of this offering, we have agreed to issue
the Representative’s Warrants to the Representative as compensation warrants to purchase up to shares of common stock (5% of the
aggregate number of shares of common stock sold in this offering). The Representative’s Warrants will be exercisable at a per share
exercise price equal to 125% of the public offering price per share in this offering. The Representative’s Warrants are exercisable
at any time and from time to time, in whole or in part, during the four and one half year period commencing 180 days from the commencement
of sales of the shares of common stock in this offering.
In addition, the warrants provide for registration rights upon request, in certain
cases. The sole demand registration right provided will not be greater than five years from the commencement of sales of the shares
of common stock in this offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided will not be greater
than seven years from the commencement of sales of the shares of common stock in this offering in compliance with FINRA Rule 5110(g)(8)(D).
We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting
commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be
adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation.
However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below
the warrant exercise price.
Lock-Up Agreements
Pursuant to “lock-up” agreements, we,
our executive officers and directors, and our largest stockholder, have agreed, without the prior written consent of the representative
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) our 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 our 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 common stock or any other securities of ours or publicly disclose the intention to
do any of the foregoing, subject to customary exceptions, for a period of three (3) months after the date of this prospectus supplement.
Right of First Refusal
Until twenty-four (24) months from the closing date
of this offering, the Representative will have an irrevocable right of first refusal, in its sole discretion, to act as sole investment
banker, sole book-runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public
and private equity and debt offering, including all equity linked financings, during such twenty-four (24) month period, on terms customary
to the Representative. the Representative will have the sole right to determine whether or not any other broker-dealer will have the right
to participate in any such offering and the economic terms of any such participation. the Representative will not have more than one opportunity
to waive or terminate the right of first refusal in consideration of any payment or fee.
Prior Relationships
ThinkEquity LLC acted as the representative of the
underwriters for our initial public offering that closed in July 2021. ThinkEquity received a commission equal to 7% of the gross proceeds
of our initial public offering, a 1% non-accountable expense allowance and warrants to purchase up to 5% of the number of shares of our
common stock sold in the initial public offering. In addition, we granted ThinkEquity an irrevocable right of first refusal similar to
that described above until twenty-four (24) months from the closing date of the initial public offering.
ThinkEquity LLC also acted as the representative of
the underwriters for the Forza X1 IPO that closed in August 2022. ThinkEquity received a commission equal to 7.5% of the gross proceeds
of the Forza X1 IPO, a 1% non-accountable expense allowance and warrants to purchase up to 5% of the number of shares of Forza X1 common
stock sold in the Forza X1 IPO. In addition, Forza X1 granted ThinkEquity an irrevocable right of first refusal similar to that described
above until twenty-four (24) months from the closing date of the Forza X1 IPO.
Discretionary Accounts
The underwriters do not intend to confirm sales of
the shares of common stock offered hereby to any accounts over which they have discretionary authority.
Nasdaq Capital Market Listing
Our common stock is listed on the Nasdaq Capital Market
under the symbol “VEEE.”
Other
From time to time, certain of the underwriters and/or
their affiliates may in the future provide, various investment banking and other financial services for us for which they may receive
customary fees. In the course of their businesses, the underwriters and their affiliates may actively trade our securities or loans for
their own account or for the accounts of customers, and, accordingly, the underwriters and their affiliates may at any time hold long
or short positions in such securities or loans.
Except for services provided in connection with this
offering, our initial public offering and the Forza X1 IPO in which the Representative acted as sole underwriter, no underwriter has provided
any investment banking or other financial services to us during the 180-day period preceding the date of this prospectus supplement and
we do not expect to retain any underwriter to perform any investment banking or other financial services for at least 90 days after
the date of this prospectus supplement.
Price Stabilization, Short Positions and Penalty
Bids
In connection with this offering, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock. Specifically, the underwriters
may over-allot in connection with this offering by selling more shares than are set forth on the cover page of this prospectus supplement.
This creates a short position in our common stock for its own account. The short position may be either a covered short position or a
naked short position. In a covered short position, the number of shares of common stock over-allotted by the underwriters is not greater
than the number of shares of common stock that they may purchase in the over-allotment option. In a naked short position, the number of
shares of common stock involved is greater than the number of shares common stock in the over-allotment option. To close out a short position,
the underwriters may elect to exercise all or part of the over-allotment option. The underwriters may also elect to stabilize the price
of our common stock or reduce any short position by bidding for, and purchasing, common stock in the open market.
The underwriters may also impose a penalty bid. This
occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing shares of common stock in this
offering because the underwriter repurchases the shares of common stock in stabilizing or short covering transactions.
Finally, the underwriters may bid for, and purchase,
shares of our common stock in market making transactions, including “passive” market making transactions as described below.
These activities may stabilize or maintain the market
price of our common stock at a price that is higher than the price that might otherwise exist in the absence of these activities. The
underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice. These
transactions may be effected on the national securities exchange on which our shares of common stock are traded, in the over-the-counter
market, or otherwise.
Indemnification
We have agreed to indemnify the underwriters against
liabilities relating to this offering arising under the Securities Act and the Exchange Act, liabilities arising from breaches of some,
or all of the representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters
may be required to make for these liabilities.
Electronic Distribution
This prospectus supplement in electronic format may
be made available on websites or through other online services maintained by one or more of the underwriters, or by their affiliates.
Other than this prospectus supplement in electronic format, the information on any underwriter’s website and any information contained
in any other website maintained by an underwriter is not part of this prospectus supplement, has not been approved and/or endorsed by
us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.
Offer restrictions outside the United States
Other than in the United States, no action has been
taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where
action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor
may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations
of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any
restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a
solicitation is unlawful.
Australia
This prospectus is not a disclosure document under
Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does
not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly,
(i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure
under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations
Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree
must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set
forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia
any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.
Canada
The shares of common stock may be sold only to purchasers
purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories
of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains
a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
China
The information in this document does not constitute
a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes
of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be
offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional
investors.”
European Economic Area—Belgium, Germany,
Luxembourg and Netherlands
The information in this document has been prepared
on the basis that all offers of securities will be made pursuant to an exemption under the Directive 2003/71/EC (“Prospectus Directive”),
as implemented in Member States of the European Economic Area (each, a “Relevant Member State”), from the requirement to produce
a prospectus for offers of securities.
An offer to the public of securities has not been
made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive
as implemented in that Relevant Member State:
| ● | to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized
or regulated, whose corporate purpose is solely to invest in securities; |
| ● | to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal
year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements)
and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements); |
| ● | to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article
2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or |
| ● | in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such
offer of securities shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus
Directive. |
France
This document is not being distributed in the context
of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of
the French Monetary and Financial Code (Code Monétaire et Financier) and Articles 211-1 et seq. of the General Regulation of the
French Autorité des marchés financiers (“AMF”). The securities have not been offered or sold and will not be
offered or sold, directly or indirectly, to the public in France.
This document and any other offering material relating
to the securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed
or caused to distributed, directly or indirectly, to the public in France.
Such offers, sales and distributions have been and
shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and
in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D.744-1, D.754-1 ;and D.764-1 of the French Monetary and Financial
Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs)
acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1; and D.764-1
of the French Monetary and Financial Code and any implementing regulation.
Pursuant to Article 211-3 of the General Regulation
of the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the investors
otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.
Ireland
The information in this document does not constitute a prospectus under
any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information
has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive
2003/71/EC) Regulations 2005 (the “Prospectus Regulations”). The securities have not been offered or sold, and will not be
offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined
in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.
Israel
The securities offered by this prospectus have not
been approved or disapproved by the Israeli Securities Authority (the ISA), nor have such securities been registered for sale in Israel.
The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA
has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; nor has it authenticated the
details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being
offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectus is subject to restrictions
on transferability and must be effected only in compliance with the Israeli securities laws and regulations.
Italy
The offering of the securities in the Republic of
Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa,
or “CONSOB”) pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities
may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t)
of Legislative Decree No. 58 of 24 February 1998 (“Decree No. 58”), other than:
| ● | to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter
of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and |
| ● | in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree
No. 58 and Article 34-ter of Regulation No. 11971 as amended. |
Any offer, sale or delivery of the securities or distribution
of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the
issuer) under the paragraphs above must be:
| ● | made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy
in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October
2007 and any other applicable laws; and |
| ● | in compliance with all relevant Italian securities, tax and exchange controls and any other applicable
laws. |
Any subsequent distribution of the securities in Italy
must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No.
11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such securities
being declared null and void and in the liability of the entity transferring the securities for any damages suffered by the investors.
Japan
The securities have not been and will not be registered
under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”)
pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional
Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly,
the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other
than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any person
in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the execution
of an agreement to that effect.
Portugal
This document is not being distributed in the context
of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article
109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold and
will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating
to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissăo do Mercado
de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or
indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese
Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who are “qualified investors”
(as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information
contained in it to any other person.
Sweden
This document has not been, and will not be, registered
with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available,
nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under
the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering
of securities in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments Trading
Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.
Switzerland
The securities may not be publicly offered in Switzerland
and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland.
This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the
Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing
rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material
relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering material
relating to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document
will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
This document is personal to the recipient only and
not for general circulation in Switzerland.
United Arab Emirates
Neither this document nor the securities have been
approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the
United Arab Emirates, nor has the Company received authorization or licensing from the Central Bank of the United Arab Emirates or any
other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This document
does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the securities, including the
receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by the Company.
No offer or invitation to subscribe for securities
is valid or permitted in the Dubai International Financial Centre.
United Kingdom
Neither the information in this document nor any other
document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus
(within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”) has been published or
is intended to be published in respect of the securities. This document is issued on a confidential basis to “qualified investors”
(within the meaning of section 86(7) of FSMA) in the United Kingdom, and the securities may not be offered or sold in the United Kingdom
by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication
of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part,
nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the securities has only been communicated
or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which
section 21(1) of FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed
only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5)
(investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii)
who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The investments
to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with,
relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts, or NI 33-105, the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering.
LEGAL MATTERS
The validity of the shares of common stock offered
hereby will be passed upon for us by Blank Rome LLP, New York, New York. Sichenzia Ross Ference LLP, New York, New York, is counsel to
the underwriters in connection with this offering.
EXPERTS
The consolidated financial statements as of December 31,
2021 and 2020, and for each of the two years in the period ended December 31, 2021 incorporated by reference in this prospectus and
the registration statement have been so incorporated in reliance on the report of Grassi & Co., CPAs, P.C., an independent registered
public accounting firm, incorporated by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement is part of a registration
statement we filed with the SEC. This prospectus supplement does not contain all of the information set forth in the registration statement
and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this
prospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement.
Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus
supplement is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery
of this prospectus supplement or any sale of the securities offered by this prospectus supplement.
We file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov.
Additional information about Twin Vee PowerCats Co. is contained at our website, www.twinvee.com. Information on our website
is not incorporated by reference into this prospectus supplement. We make available on our website our SEC filings as soon as reasonably
practicable after those reports are filed with the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information into this prospectus supplement, which means that we can disclose important information to you by referring you to another
document filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus supplement
is 001-40623. The documents incorporated by reference into this prospectus supplement contain important information that you should read
about us.
The following documents are incorporated by reference
into this prospectus supplement:
| ● | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on
March 31, 2022; |
| ● | Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 filed with the SEC on May
12, 2022 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 222 filed with the SEC on August 12, 2022; |
| ● | Our Current Report on Form 8-K filed with the SEC on July 6, 2022, July 29, 2022 (other than as indicated
therein), August 17, 2022, August 18, 2022, August 22, 2022 and September 9, 2022; and |
| ● | The description of our common stock set forth in: (i) our registration statement on Form 8-A (Commission
File No. 001-40623) filed with the SEC on July 16, 2021, including any amendments thereto or reports filed for the purposes of updating
this description, and (ii) Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (Commission File
No. 001-40623) filed with the Commission on March 31, 2022. |
We also incorporate by reference into this prospectus
supplement all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form
that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this prospectus supplement but prior to the termination of the offering. These documents include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
We will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are
incorporated by reference into this prospectus supplement but not delivered with the prospectus, including exhibits that are specifically
incorporated by reference into such documents. You can request a copy of these filings, at no cost, by writing or telephoning us at the
following address or telephone number:
Twin Vee PowerCats Co.
3101 S. US-1
Ft. Pierce, Florida 34982
(772) 429-2525
Attn: Chief Financial Officer
Any statement contained in this prospectus supplement
or contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be
modified or superseded to the extent that a statement contained in this prospectus supplement or any subsequently filed supplement to
this prospectus supplement, or document deemed to be incorporated by reference into this prospectus supplement, modifies or supersedes
such statement.
PROSPECTUS
$100,000,000
TWIN VEE POWERCATS CO.
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
We may, from time to time, offer and sell up to $100,000,000
of any combination of our common stock, preferred stock, debt securities, warrants or units described in this prospectus, either individually
or in combination with other securities, at prices and on terms described in one or more supplements to this prospectus. We may also offer
common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock,
preferred stock or debt securities upon the exercise of warrants. We may also authorize one or more free writing prospectuses to be provided
to you in connection with these offerings.
This prospectus describes some of the general terms
that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements
to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings.
The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus.
You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the
documents incorporated by reference, before buying any of the securities being offered.
Securities may be sold by us to or through underwriters
or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale,
you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement.
If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of
such underwriters and any applicable discounts or commissions and over-allotment options will be set forth in a prospectus supplement.
The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus
supplement.
Our common stock is listed on the Nasdaq Capital Market
under the symbol “VEEE.” On August 12, 2022, the last reported sale price of our common stock on the Nasdaq Capital Market
was $7.05 per share.
As of the date of this prospectus, the aggregate market
value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $21,150,000, which is calculated
based on 3,000,000 shares of our common stock outstanding held by non-affiliates and a price of $7.05 per share, the closing price of
our common stock on August 12, 2022, which is the highest closing sale price of our common stock on the Nasdaq Capital Market within the
prior 60 days of this prospectus. During the prior 12 calendar month period that ends on and includes the date hereof, we have not offered
or sold any shares of our common stock pursuant to General Instruction I.B.6 to Form S-3.
Investing in our securities involves a high degree
of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the
applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering,
and under similar headings in the other documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is August 24, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration
process. Under this shelf registration statement, we may sell from time to time in one or more offerings up to a total dollar amount of
$100,000,000 of shares of common stock, preferred stock, various series of debt securities, warrants and/or units to purchase any of such
securities, either individually or in combination with other securities as described in this prospectus. Each time we sell any type or
series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about
the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material
information relating to these offerings. We may also add, update or change in a prospectus supplement or free writing prospectus any of
the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus,
together with the applicable prospectus supplement, any related free writing prospectus and the documents incorporated by reference into
this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. You
should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, together
with the additional information described under “Where You Can Find More Information,” before buying any of the securities
being offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A
SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
Neither we, nor any agent, underwriter or dealer has
authorized any person to give any information or to make any representation other than those contained or incorporated by reference in
this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which
we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus does not constitute
an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor
does this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell
or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction.
You should not assume that the information contained
in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to
the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related
free writing prospectus is delivered, or securities are sold, on a later date.
This prospectus contains summaries of certain provisions
contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the
summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed,
will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
Except as otherwise indicated herein or as the context
otherwise requires, references in this prospectus to “Twin Vee,” “the Company,” “we,” “us,”
“our” and similar references refer to Twin Vee PowerCats Co., an entity incorporated under the laws of the State of Delaware,
and where appropriate our consolidated subsidiaries.
This prospectus and the information incorporated herein
by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade
names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus
are the property of their respective owners.
PROSPECTUS SUMMARY
The following summary highlights information contained
elsewhere in this prospectus or incorporated by reference herein and does not contain all the information that may be important to purchasers
of our securities. Prospective purchasers of our securities should carefully read the entire prospectus, the applicable prospectus supplement
and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors”
contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents
that are incorporated by reference into this prospectus. Prospective purchasers of our securities should also carefully read the
information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement
of which this prospectus is a part.
Company Overview
We are a designer, manufacturer and marketer of recreational
and commercial power catamaran boats. We believe our company has been an innovator in the recreational and commercial power catamaran
industry. We currently have eight gas-powered models in production ranging in size from our 24-foot, dual engine, center console to our
newly designed 40-foot offshore 400 GFX. Our twin-hull catamaran running surface, known as a symmetrical catamaran hull design, adds to
the Twin Vee ride quality by reducing drag, increasing fuel efficiency, and offering users a stable riding boat. Twin Vee’s home
base operations in Fort Pierce Florida is a 7.5-acre facility with several buildings totaling over 75,000 square feet. We employed approximately
160 people on June 30, 2022, some of whom have been with our company for over twenty years.
We have organized our business into three operating
segments: (i) our gas-powered boat segment which manufactures and distributes gas-powered boats; (ii) our electric-powered boat segment,
which is developing fully electric boats, through our wholly owned subsidiary, Forza X1, Inc., a Delaware corporation (“Forza”);
and (iii) our franchise segment, which is developing a standard product offering and will be selling franchises across the United States
through our wholly owned subsidiary, Fix My Boat, Inc., a Delaware corporation.
Our gas-powered boats allow consumers to use them
for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation,
eco tours, fishing and diving expeditions. We believe that the performance, quality and value of our boats position us to achieve our
goal of increasing our market share and expanding the power catamaran boating market. We currently primarily sell our boats through a
current network of 20 independent boat dealers in 25 locations across North America and the Caribbean who resell our boats to the end
user Twin Vee customers. We continue recruiting efforts for high quality boat dealers and seek to establish new dealers and distributors
domestically and internationally to distribute our boats as we grow our production and introduce new models. Our gas-powered boats are
currently outfitted with gas-powered outboard combustion engines.
Due to the growing demand for sustainable, environmentally
friendly electric and alternative fuel commercial and recreational vehicles, our wholly owned subsidiary, Forza X1, Inc., is designing
and developing a line of electric-powered catamaran boats ranging in size from 18-feet to 28-feet. Forza’s initial two models, the
FX1 Dual Console and FX1 Center Console, are being designed to be 24-foot in length, have an 8’ beam or width and utilize a catamaran
hull surface to reduce drag and increase run times. The initial launch of FX1 will include our proprietary single electric outboard motor.
Our electric boats are being designed as fully integrated electric boats including the hull, outboard motor and control system. To date,
we have completed the design of the hull and running surface of the boat and have begun tooling the molds which are required to build
the physical fiberglass boat, we have entered into a supply agreement for the supply of the lithium battery packs that we plan to use
to power the electric boats, completed the design and prototyping of the boat control system, and completed the design and are more than
halfway through prototyping of the electric outboard motor. We expect to begin production of our FX1 fully integrated electric boat and
motor and commence selling to end user customers by the second quarter of 2023. We have also filed three design and four utility patent
applications with the U.S. Patent and Trademark Office relating to, among other things, our propulsion system being developed and boat
design.
Through the first six months of 2022, we continued
to experience strong demand for our products. Our company’s objectives have been to add new, larger boat models to our GFX lineup,
expand our dealers and distribution network, and increase unit production to fulfill our customer and dealer orders. We have made significant
progress on all fronts in the first six months ended June 30, 2022, we started production on our new 260GFX and we unveiled our 400GFX
at our dealer meeting in July of 2022, we have added 20 dealers and 26 locations to our dealer network and we have increased our manufacturing
throughput to an average of 4.75 boats a week. The increase in production drove our net revenue up 158% for the three months ended June
30, 2022 over the second quarter of 2021. While net sales growth has been significant, the investments we are making also increases our
labor, operating, sales and general administration costs. Our manufacturing process is labor intensive, and with the addition of new models
to our production line we have added staff and expanded our training program.
Our production of gas-powered boats since the closing
of our IPO in July 2021 has increased from one boat per week to the current 4.75 boats per week. Our goal is to continue to increase production
of gas-powered boats to five boats per week. This increase in production has, and will continue, to result in an increase in operating
expenses. More specifically, our headcount has increased and is expected to further increase as we hired and continue to hire additional
production employees and midlevel managers resulting in higher salaries and wages. We continue to focus on hiring highly qualified production
and administrative staff to order to increase our productivity, drive efficiencies, and improve product quality. To help meet our production
objectives we have also invested approximately $5 million in facility upgrades, capital equipment and molds.
Recent Developments
On July 28, 2022, Forza received notice that the North
Carolina Economic investment committee has approved a Job Development Investment Grant (“JDIG”) providing for reimbursement
to Forza of up to $1,367,100 over a twelve-year period of expenses Forza incurs to establish a new manufacturing plant in McDowell County,
North Carolina. The receipt of grant funding is conditioned upon Forza investing over $10.5 million in land, buildings and fixtures, infrastructure
and machinery and equipment by the end of 2025 and Forza creating as many as 170 jobs. There can be no assurance that Forza will meet
the conditions necessary to receive the grant funding. Forza is currently in negotiations for a new site to build the Forza factory in
North Carolina. There can be no assurance that the negotiations will be successful.
On August 11, 2022, Forza announced the pricing of
its initial public offering of 3,000,000 shares of its common stock at a public offering price of $5.00 per share, for aggregate gross
proceeds of $15,000,000 prior to deducting underwriting discounts and other offering expenses. Forza’s shares of common stock commenced
trading on the Nasdaq Capital Market on August 11, 2022 under the symbol “FRZA.” In addition, Forza granted the underwriters
a 45-day option to purchase up to an additional 450,000 shares of common stock at the public offering price less discounts, to cover over-allotments.
On August 12, 2022, the underwriters of the initial public offering exercised the over-allotment option in full whereby Forza issued an
additional 450,000 shares of common stock at a public offering price of $5.00 per share for additional gross proceeds of $2,250,000. The
initial public offering is scheduled to close on August 16, 2022, subject to customary closing conditions.
General Corporate Information
Our principal executive office is located at 3101
S. US-1, Ft. Pierce, Florida 34982 and our telephone number is (772) 429-2525. We maintain our corporate website at www.twinvee.com.
The reference to our website is an inactive textual reference only, the information that can be accessed through our website is not part
of this prospectus, and investors should not rely on any such information in deciding whether to purchase our securities.
We were incorporated in the State of Florida as Twin
Vee Catamarans, Inc. on December 1, 2009 and reincorporated in Delaware on April 7, 2021. Our parent company was incorporated as ValueRich,
Inc. (“ValueRich”) under the laws of the state of Florida on July 11, 2003 and reincorporated in Delaware on March 3, 2006.
On February 17, 2015 ValueRich consummated the acquisition of Twin Vee Catamarans, Inc. On April 26, 2016, ValueRich changed its name
and began operating under the name Twin Vee Powercats, Inc.
Implications of Being an Emerging Growth Company
and a Smaller Reporting Company
We qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As an “emerging growth company,”
we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies.
These provisions include, but are not limited to:
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requiring only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Securities Act of 1933, as amended (the “Securities Act”), filings; |
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reduced disclosure about our executive compensation arrangements; |
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no non-binding advisory votes on executive compensation or golden parachute arrangements; and |
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exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002 (“SOX”). |
We may take advantage of these exemptions for up to
five years or such earlier time that we are no longer an “emerging growth company.” We will continue to remain an “emerging
growth company” until the earliest of the following: (i) the last day of the fiscal year following the fifth anniversary of
the date of the completion of our initial public offering; (ii) the last day of the fiscal year in which our total annual gross revenue
is equal to or more than $1.07 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt
during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of
the SEC.
We are also a “smaller reporting company”
as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of
certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a “smaller
reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth
company, certain of the exemptions available to us as an “emerging growth company” may continue to be available to us as a
“smaller reporting company,” including exemption from compliance with the auditor attestation requirements pursuant to SOX
and reduced disclosure about our executive compensation arrangements. We will continue to be a “smaller reporting company”
until we have $250 million or more in public float (based on our common stock) measured as of the last business day of our most recently
completed second fiscal quarter or, in the event we have no public float (based on our common stock) or a public float (based on our common
stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.
We may choose to take advantage of some, but not all,
of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained
herein may be different from the information you receive from other public companies in which you hold stock. In addition, the JOBS Act
provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting
standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to avail ourselves
of the extended transition period for complying with new or revised financial accounting standards. As a result of the accounting standards
election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that
are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
Risks Associated with our Business
Our business is subject to numerous risks, as described
under the heading “Risk Factors” contained in the applicable prospectus supplement and in any free writing prospectuses we
have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference
into this prospectus.
The Securities We May Offer
We may offer shares of our common stock, preferred
stock, various series of debt securities, warrants and/or units to purchase any of such securities, either individually or in combination
with other securities, with a total value of up to $100,000,000 from time to time under this prospectus at prices and on terms to be determined
at the time of any offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer
a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts,
prices and other important terms of the securities, including, to the extent applicable:
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designation or classification; |
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aggregate principal amount or aggregate offering price; |
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maturity; |
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original issue discount; |
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rates and times of payment of interest or dividends; |
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redemption, conversion, exercise, exchange or sinking fund terms; |
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ranking; |
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restrictive covenants; |
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voting or other rights; |
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conversion or exchange prices or rates and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; and |
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a discussion of material United States federal income tax considerations, if any. |
The prospectus supplement and any related free writing
prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents
we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered
and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.
We may sell the securities directly to investors or
to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the right to accept or reject all or
part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters or dealers, we will include
in the applicable prospectus supplement:
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the names of those agents, underwriters or dealers; |
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applicable fees, discounts and commissions to be paid to them; |
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details regarding over-allotment options, if any; and |
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the net proceeds to us. |
This prospectus may not be used to consummate a sale of securities unless
it is accompanied by a prospectus supplement.
Common Stock
We may issue shares of our common stock from time
to time. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders,
including the election of directors. Under our Certificate of Incorporation (the “Certificate of Incorporation”) and bylaws
(the “Bylaws”), our stockholders do not have cumulative voting rights. Because of this, the holders of a majority of the shares
of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so
choose. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to
receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.
In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the net assets legally
available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation
preference granted to the holders of any then-outstanding shares of preferred stock. Holders of common stock have no conversion, redemption,
or preemptive rights. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.
Preferred Stock
We may issue shares of our preferred stock from time
to time, in one or more series. Our board of directors will determine the designations, voting powers, preferences and rights of the preferred
stock, as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, preemptive rights,
terms of redemption or repurchase, liquidation preferences, sinking fund terms and the number of shares constituting any series or the
designation of any series. Convertible preferred stock will be convertible into our common stock or exchangeable for other securities.
Conversion may be mandatory or at the holder’s option and would be at prescribed conversion rates. If we sell any series of preferred
stock under this prospectus, we will fix the designations, voting powers, preferences and rights of such series of preferred stock, as
well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to that series. We will file
as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we
file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock that we are offering
before the issuance of the related series of preferred stock.
We urge you to read the applicable prospectus supplement
(and any free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered,
as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Debt Securities
We may issue debt securities from time to time, in
one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will
rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right
of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible
debt securities will be convertible into or exchangeable for our common stock or other securities. Conversion may be mandatory or at your
option and would be at prescribed conversion rates.
Any debt securities issued under this prospectus will
be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible
party, as trustee. In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read
the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series
of debt securities being offered, as well as the complete indentures that contain the terms of the debt securities. A form of indenture
has been filed as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of
debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which
this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants
We may issue warrants for the purchase of common stock,
preferred stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock, preferred
stock and/or debt securities, and the warrants may be attached to or separate from these securities. In this prospectus, we have summarized
certain general features of the warrants.
We urge you, however, to read the applicable prospectus
supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of warrants being offered,
as well as any warrant agreements and warrant certificates that contain the terms of the warrants. We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant
and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are
offering, and any supplemental agreements, before the issuance of such warrants.
Any warrants issued under this prospectus may be evidenced
by warrant certificates. Warrants also may be issued under an applicable warrant agreement that we enter into with a warrant agent. We
will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating to the particular series
of warrants being offered.
Units
We may offer units consisting of our common stock
or preferred stock, and/or warrants to purchase any of these securities in one or more series. We may evidence each series of units by
unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent
will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement
relating to a particular series of units. This prospectus contains only a summary of certain general features of the units. The applicable
prospectus supplement will describe the particular features of the units being offered thereby. You should read any prospectus supplement
and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the
complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions
and will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the
SEC.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described under
the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and
discussed under the section entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K filed with the
SEC, as may be updated by subsequent annual, quarterly and other reports that are incorporated by reference into this prospectus in their
entirety. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be
other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on
our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not
be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results
of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in
a loss of all or part of your investment. Please also read carefully the section below entitled “Forward-Looking Statements.”
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate
by reference herein, contains, and any applicable prospectus supplement or free writing prospectus including the documents we incorporate
by reference therein may contain, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act, including statements regarding our future financial condition, business strategy and plans and objectives of management
for future operations. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify
forward-looking statements by terminology such as “believe,” “will,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “might,”
“approximately,” “expect,” “predict,” “could,” “potentially” or the negative
of these terms or other similar expressions. Forward-looking statements appear in a number of places throughout this prospectus and include
statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations.
Discussions containing these forward-looking statements
may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference herein,
including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto.
These statements relate to future events or our future
financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels
of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. We discuss
in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and uncertainties under the
heading “Risk Factors” contained in the applicable prospectus supplement, in any free writing prospectus we may authorize
for use in connection with a specific offering, and in the documents incorporated by reference herein. These statements reflect our current
views with respect to future events and are based on assumptions and subject to risks and uncertainties. We undertake no obligation to
revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks
and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements
are qualified in their entirety by this cautionary statement.
USE OF PROCEEDS
We will retain broad discretion over the use of the
net proceeds from the sale of the securities offered hereby. Except as described in any prospectus supplement or in any related free writing
prospectus that we may authorize to be provided to you, we currently intend to use the net proceeds from the sale of the securities offered
by us hereunder primarily for general corporate purposes. Pending these uses, we expect to invest the net proceeds in short-term, interest-bearing
securities. We have broad discretion in determining how the proceeds of any offering will be used, and our discretion is not limited by
the aforementioned possible uses. Our board of directors believes the flexibility in application of the net proceeds is prudent.
DESCRIPTION OF CAPITAL STOCK
General
The following is a description of the material terms
of our capital stock. This is a summary only and does not purport to be complete. It is subject to and qualified in its entirety by reference
to our Certificate of Incorporation and our Bylaws, each of which are incorporated by reference as an exhibit to the registration statement
of which this prospectus forms a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions
of the Delaware General Corporation Law (the “DGCL”), for additional information.
Common Stock
Holders of shares of our common stock are entitled
to one vote for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided in our amended
and restated certificate of incorporation or as required by law, all matters to be voted on by our stockholders other than matters relating
to the election and removal of directors must be approved by a majority of the shares present in person or by proxy at the meeting and
entitled to vote on the subject matter or by a written resolution of the stockholders representing the number of affirmative votes required
for such matter at a meeting. The holders of our common stock do not have cumulative voting rights in the election of directors.
Holders of shares of our common stock are entitled
to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory
or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any
outstanding preferred stock.
Upon our dissolution or liquidation or the sale of
all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and subject to any rights
of preferred stockholders, the holders of shares of our common stock will be entitled to receive pro rata our remaining assets available
for distribution.
Holders of shares of our common stock do not have
preemptive, subscription, redemption, or conversion rights. There will be no redemption or sinking fund provisions applicable to the common
stock.
Preferred Stock
Our board of directors may, without further action
by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 10,000,000 shares of preferred
stock in one or more series and authorize their issuance. There are no shares of preferred stock designated or outstanding. These rights,
preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater
than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common
stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of
preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action.
The following summary of terms of our preferred stock
is not complete. You should refer to the provisions of our Certificate of Incorporation and Bylaws and the resolutions containing the
terms of each class or series of the preferred stock which have been or will be filed with the SEC at or prior to the time of issuance
of such class or series of preferred stock and described in the applicable prospectus supplement. The applicable prospectus supplement
may also state that any of the terms set forth herein are inapplicable to such series of preferred stock, provided that the information
set forth in such prospectus supplement does not constitute material changes to the information herein such that it alters the nature
of the offering or the securities offered.
We will fix the designations, voting powers, preferences
and rights of the preferred stock of each series we issue under this prospectus, as well as the qualifications, limitations or restrictions
thereof, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which
this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation
that describes the terms of the series of preferred stock we are offering. We will describe in the applicable prospectus supplement the
terms of the series of preferred stock being offered, including, to the extent applicable:
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the title and stated value; |
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the number of shares we are offering; |
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the liquidation preference per share; |
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the purchase price; |
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the dividend rate, period and payment date and method of calculation for dividends; |
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
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the procedures for any auction and remarketing; |
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the provisions for a sinking fund; |
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; |
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any listing of the preferred stock on any securities exchange or market; |
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; |
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period; |
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voting rights of the preferred stock; |
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preemptive rights; |
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restrictions on transfer, sale or other assignment; |
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whether interests in the preferred stock will be represented by depositary shares; |
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a discussion of material United States federal income tax considerations applicable to the preferred stock; |
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; |
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any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
If we issue shares of preferred stock under this prospectus,
the shares will be fully paid and non-assessable.
The issuance of preferred stock could adversely affect
the voting power of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments
upon liquidation. The issuance could have the effect of decreasing the market price of the common stock. The issuance of preferred stock
also could have the effect of delaying, deterring or preventing a change in control of us.
Forum Selection
Our Certificate of Incorporation provides that unless
we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent
permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any
action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;
(iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL,
our Certificate of Incorporation or our Bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees
that is governed by the internal affairs doctrine, except, as to each of clauses (i) through (iv) above, for any claim as to which the
Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable
party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination), which
is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does
not have subject matter jurisdiction. The Certificate of Incorporation further provides that the choice of the Court of Chancery as the
sole and exclusive forum for any derivative action or proceeding brought on behalf of the Corporation does not apply to suits to enforce
a duty or liability created by the Securities Act or the Exchange Act.
Anti-Takeover Provisions
Our Certificate of Incorporation and Bylaws contain
provisions that may delay, defer, or discourage another party from acquiring control of us. We expect that these provisions, which are
summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage
persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement
of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage
acquisitions that some stockholders may favor.
Section 203 of the Delaware General Corporation
Law. We are subject to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation
from engaging in a “business combination” with any “interested stockholder” for three years following the date
that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board
of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among
other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our
assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding
voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.
Classified Board of Directors. Our Certificate
of Incorporation divides our board of directors into staggered three-year terms. In addition, our Certificate of Incorporation and our
Bylaws provide that directors may be removed only for cause. Under our Certificate of Incorporation and our Bylaws, any vacancy on our
board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by the affirmative
vote of a majority of our directors then in office, even though less than a quorum of the board of directors. The classification of our
board of directors and the limitations on the ability of our stockholders to remove directors and fill vacancies could make it more difficult
for a third party to acquire, or discourage a third party from seeking to acquire, control of us.
Authorized but Unissued Shares. The authorized
but unissued shares of our common stock are available for future issuance without stockholder approval, subject to any limitations imposed
by the listing standards of the Nasdaq Stock Market. These additional shares may be used for a variety of corporate finance transactions,
acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved common stock could make it more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger, or otherwise.
Stockholder Action by Written Consent. Our
Certificate of Incorporation and our Bylaws provide that any action required or permitted to be taken by our stockholders at an annual
meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may be taken by written
consent in lieu of a meeting only if the action to be effected by such written consent and the taking of such action by such written consent
have been previously approved by the board of directors.
Special Meetings of Stockholders. Our Bylaws
also provide that, except as otherwise required by law, special meetings of the stockholders may only be called by our board of directors.
Advance Notice Requirements for Stockholder Proposals
and Director Nominations. In addition, our Bylaws establish an advance notice procedure for stockholder proposals to be brought before
an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. In order for any
matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice and duration of ownership
requirements and provide us with certain information. Stockholders at an annual meeting may only consider proposals or nominations specified
in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a qualified stockholder
of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper
form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the
effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until the next
stockholder meeting.
Amendment of Certificate of Incorporation or Bylaws.
The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend
a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as
the case may be, requires a greater percentage. Our Bylaws may be amended or repealed by a majority vote of our board of directors or
by the affirmative vote of the holders of at least 66 2/3% of the votes which all our stockholders would be eligible to cast in an election
of directors. In addition, the affirmative vote of the holders of at least 66 2/3% of the votes which all our stockholders would be eligible
to cast in an election of directors will be required to amend or repeal or to adopt any provisions inconsistent with any of the provisions
of our certificate described in the prior three paragraphs.
Limitations on Liability and Indemnification of
Officers and Directors
Our Certificate of Incorporation and our Bylaws provide
indemnification for our directors and officers to the fullest extent permitted by the DGCL. In addition, as permitted by Delaware law,
our Certificate of Incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting
from breaches of certain fiduciary duties as a director. The effect of these provisions is to restrict our rights and the rights of our
stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except that
a director will be personally liable for:
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any breach of his duty of loyalty to us or our stockholders; |
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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
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any transaction from which the director derived an improper personal benefit; or |
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improper distributions to stockholders. |
These provisions may be held not to be enforceable
for violations of the federal securities laws of the United States.
Dissenters’ Rights of Appraisal and Payment
Under the DGCL, with certain exceptions, our stockholders
will have appraisal rights in connection with a merger or consolidation of Twin Vee PowerCats, Inc. Pursuant to the DGCL, stockholders
who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment
of the fair value of their shares as determined by the Delaware Court of Chancery.
Stockholders’ Derivative Actions
Under the DGCL, any of our stockholders may bring
an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the
action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter
devolved by operation of law.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock
is Direct Transfer LLC. The transfer agent for any series of preferred stock that we may offer under this prospectus will be named and
described in the prospectus supplement for that series.
Listing on the Nasdaq Capital Market
Our common stock trades on the Nasdaq Capital Market
under the symbol “VEEE.” The applicable prospectus supplement will contain information, where applicable, as to any other
listing, if any, on any securities market or other exchange of the specific security covered by such prospectus supplement.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time, in
one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized
below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any
debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under
a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture,
we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.
We will issue the debt securities under the indenture
that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”). We have filed the form of indenture as an exhibit to the registration statement of
which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities
being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
The following summary of material provisions of the
debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture
applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing
prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the
terms of the debt securities.
General
The indenture will not limit the amount of debt securities
that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency
or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially all of our
assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders
of any debt securities protection against changes in our operations, financial condition or transactions involving us.
We may issue the debt securities issued under the
indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These
debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,”
or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material
U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable
prospectus supplement.
We will describe in the applicable prospectus supplement
the terms of the series of debt securities being offered, including:
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the title of the series of debt securities; |
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any limit upon the aggregate principal amount that may be issued; |
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the maturity date or dates; |
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the form of the debt securities of the series; |
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the applicability of any guarantees; |
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination; |
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined; |
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; |
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our right, if any, to defer payment of interest and the maximum length of any such deferral period; |
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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; |
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; |
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any
integral multiple thereof; |
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; |
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; |
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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities; |
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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange; |
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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof; |
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additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant; |
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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable; |
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; |
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture; |
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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; |
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; |
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whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made; |
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes; |
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any restrictions on transfer, sale or assignment of the debt securities of the series; and |
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations. |
Conversion or Exchange Rights
We will set forth in the prospectus supplement the
terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities. We will
include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option of the
holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement
applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability to merge
or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety. However,
any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under the indenture or
the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement
applicable to a particular series of debt securities, the following are events of default under the indenture with respect to any series
of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose; |
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any; |
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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and |
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if specified events of bankruptcy, insolvency or reorganization occur. |
If an event of default with respect to debt securities
of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the
trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and
payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of
and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action
on the part of the trustee or any holder.
The holders of a majority in principal amount of the
outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or
event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event
of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or
powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such
holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and |
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. |
A holder of the debt securities of any series will
have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series; |
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, |
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and |
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer. |
These limitations do not apply to a suit instituted
by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the trustee
regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without
the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series; |
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to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;” |
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture; |
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture; |
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to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect; |
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities; |
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or |
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act. |
In addition, under the indenture, the rights of holders
of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in
aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in
the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only
with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series; |
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or |
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. |
Discharge
Each indenture provides that
we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations,
including obligations to:
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provide for payment; |
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register the transfer or exchange of debt securities of the series; |
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replace stolen, lost or mutilated debt securities of the series; |
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pay principal of and premium and interest on any debt securities of the series; |
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maintain paying agencies; |
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hold monies for payment in trust; |
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recover excess money held by the trustee; |
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compensate and indemnify the trustee; and |
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appoint any successor trustee. |
In order to exercise our rights to be discharged,
we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest
on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only
in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of
$1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another
depositary named by us and identified in a prospectus supplement with respect to that series. To the extent the debt securities of a series
are issued in global form and as book-entry, a description of terms relating such securities will be set forth in the applicable prospectus
supplement.
At the option of the holder, subject to the terms
of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of
the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations
applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt
securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if
so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated
by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement
the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities.
We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If we elect to redeem the debt securities of
any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or |
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during the occurrence and
continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable
indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise
or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the
powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity
against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus
supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt
securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will pay principal of and any premium and interest
on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to
certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of
the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus
supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying
agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee
for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after
such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may
look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be governed
by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.
DESCRIPTION OF WARRANTS
The following description, together with the additional
information we may include in any applicable prospectus supplement and free writing prospectus, summarizes the material terms and provisions
of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt
securities and may be issued in one or more series. Warrants may be offered independently or in combination with common stock, preferred
stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants
that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable
prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise
in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different
or additional terms.
We have filed or will file forms of the warrant agreements
and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of
which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable,
that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such
warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by
reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental
agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus
supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectus,
and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements,
that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement
the terms of the series of warrants being offered, including, to the extent applicable:
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the offering price and aggregate number of warrants offered; |
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the currency for which the warrants may be purchased; |
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the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
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the date on and after which the warrants and the related securities will be separately transferable; |
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise; |
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; |
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
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the terms of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the dates on which the right to exercise the warrants will commence and expire; |
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the manner in which the warrant agreements and warrants may be modified; |
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a discussion of material United States federal income tax consequences of holding or exercising the warrants; |
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the terms of the securities issuable upon exercise of the warrants; and |
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before exercising their warrants, holders of warrants
will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any; or |
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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture. |
Exercise of Warrants
Each warrant will entitle the holder to purchase the
securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at
any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Unless we otherwise specify in the applicable prospectus
supplement, holders of the warrants may exercise the warrants by delivering the warrant or warrant certificate representing the warrants
to be exercised together with specified information, and paying the required amount to the warrant agent, if applicable, in immediately
available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of any warrant certificate
and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to any warrant
agent in connection with the exercise of the warrant.
Upon receipt of payment and the warrant or warrant
certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent, if any, or any other
office, including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new warrant
or a new warrant certificate, as applicable, will be issued for the remaining warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus
supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related to the warrants or warrant
agreements, will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent, if any, will act solely as our
agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of
any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no
duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the
related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities
purchasable upon exercise of, its warrants.
DESCRIPTION OF UNITS
We may issue units consisting of any combination of
our common stock, preferred stock, debt securities, and warrants. We will issue each unit so that the holder of the unit is also the holder
of each security included in the unit. As a result, the holder of a unit will have the rights and obligations of a holder of each included
security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified date.
The summary below and that contained in any prospectus
supplement is qualified in its entirety by reference to all of the provisions of the unit agreement and/or unit certificate, and depositary
arrangements, if applicable. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related
to the units that we may offer under this prospectus, as well as the complete unit agreement and/or unit certificate, and depositary arrangements,
as applicable, that contain the terms of the units.
We will file as exhibits to the registration statement
of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit agreement
and/or unit certificate, and depositary arrangements, as applicable, that contain the terms of the particular series of units we are offering,
and any supplemental agreements, before the issuance of such units.
The applicable prospectus supplement, information
incorporated by reference or free writing prospectus may describe:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
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any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units; |
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whether the units will be issued in fully registered or global form; and |
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any other terms of the units. |
The applicable provisions described in this section,
as well as those described under “Description of Capital Stock,” “Description of Debt Securities” and “Description
of Warrants” above, will apply to each unit and to each security included in each unit, respectively.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or in the
form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities
registered in their own names on the books that we or any applicable trustee or depositary maintain for this purpose as the “holders”
of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others,
own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities.
As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will
be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as
we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered
in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the
depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered
is recognized as the holder of that security. Global securities will be registered in the name of the depositary or its participants.
Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments
on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the
payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have
made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a global security will not
own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution
that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are
issued in global form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities
that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street
name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution
that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains
at that institution.
For securities held in street name, we or any applicable
trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities
to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they
agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name
will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of any
applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations
to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case
whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global
form.
For example, once we make a payment or give a notice
to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with its
participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the
approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular
provision of an indenture, or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect
holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker or other
financial institution, either in book-entry form because the securities are represented by one or more global securities or in street
name, you should check with your own institution to find out:
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how it handles securities payments and notices; |
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whether it imposes fees or charges; |
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how it would handle a request for the holders’ consent, if ever required; |
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whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future; |
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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and |
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global Securities
A global security is a security that represents one
or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities
will have the same terms.
Each security issued in book-entry form will be represented
by a global security that we issue to, deposit with and register in the name of, a financial institution or its nominee that we select.
The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus
supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry
form.
A global security may not be transferred to or registered
in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We
describe those situations below under “—Special Situations When a Global Security Will Be Terminated.” As a result of
these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities represented by
a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be
held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with
another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the
security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular security
indicates that the security will be issued as a global security, then the security will be represented by a global security at all times
unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing
system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect holder, an investor’s rights
relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead
deal only with the depositary that holds the global security.
If securities are issued only as global securities,
an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below; |
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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above; |
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an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form; |
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an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security; |
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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security, nor will we or any applicable trustee supervise the depositary in any way; |
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. |
There may be more than one financial intermediary
in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will
Be Terminated
In a few special situations described below, a global
security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange,
the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks
or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders.
We have described the rights of holders and street name investors above.
A global security will terminate when the following
special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days; |
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if we notify any applicable trustee that we wish to terminate that global security; or |
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The applicable prospectus supplement may also list
additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus
supplement. When a global security terminates, the depositary, and neither we nor any applicable trustee, is responsible for deciding
the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant
to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities
to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to
time in one or more transactions:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to such prevailing market prices; or |
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at negotiated prices. |
We may also sell equity securities covered by this
registration statement in an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act. Such offering
may be made into an existing trading market for such securities in transactions at other than a fixed price on or through the facilities
of the Nasdaq Capital Market or any other securities exchange or quotation or trading service on which such securities may be listed,
quoted or traded at the time of sale.
Such at the market offerings, if any, may be conducted
by underwriters acting as principal or agent.
A prospectus supplement or supplements (and any related
free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including,
to the extent applicable:
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the name or names of any underwriters, dealers or agents, if any; |
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the purchase price of the securities and the proceeds we will receive from the sale; |
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any over-allotment options under which underwriters may purchase additional securities from us; |
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed. |
Only underwriters named in the prospectus supplement
are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire
the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering
price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject
to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated
to purchase all of the securities offered by the prospectus supplement. Any public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell securities directly or through agents
we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will describe any commissions
we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit
offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe
the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification
against civil liabilities related to this offering, including liabilities under the Securities Act, or contribution with respect to payments
that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or
perform services for, us in the ordinary course of business.
All securities we offer, other than common stock,
will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will
not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading
markets for any securities.
Any underwriter may engage in overallotment, stabilizing
transactions, short covering transactions and penalty bids. Overallotment involves sales in excess of the offering size, which create
a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed
to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally
sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price
of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any
time. These transactions may be effected on any exchange or over-the-counter market or otherwise.
Any underwriters who are qualified market makers on
the Nasdaq Capital Market may engage in passive market making transactions in the securities on the Nasdaq Capital Market in accordance
with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales
of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market
makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security;
if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then
be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level
above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon for us by Blank
Rome LLP, New York, New York. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that
we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements as of December 31,
2021 and 2020, and for each of the two years in the period ended December 31, 2021 incorporated by reference in this prospectus and
the registration statement have been so incorporated in reliance on the report of Grassi & Co., CPAs, P.C., an independent registered
public accounting firm, incorporated by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement
we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits
to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we
refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we nor any
agent, underwriter or dealer has authorized any person to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as
of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale
of the securities offered by this prospectus.
We file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov.
Our SEC filings are also available on our website, www.twinvee.com under the heading “Investor Relations—SEC Filings.”
The information on this website is expressly not incorporated by reference into, and does not constitute a part of, this prospectus. We
make available on our website our SEC filings as soon as reasonably practicable after those reports are filed with the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information into this prospectus, which means that we can disclose important information to you by referring you to another document filed
separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus is 001-40623. The documents
incorporated by reference into this prospectus contain important information that you should read about us.
The following documents are incorporated by reference
into this prospectus:
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 31, 2022; |
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Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 filed with the SEC on May 12, 2022 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 222 filed with the SEC on August 12, 2022; |
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Our Current Report on Form 8-K filed with the SEC on July 6, 2022 and July 29, 2022 (other than as indicated therein); and |
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The description of our common stock set forth in: (i) our registration statement on Form 8-A (Commission File No. 001-40623) filed with the SEC on July 16, 2021, including any amendments thereto or reports filed for the purposes of updating this description, and (ii) Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (Commission File No. 001-40623) filed with the Commission on March 31, 2022. |
We also incorporate by reference into this prospectus
all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are
related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after
the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration
statement, or (ii) after the date of this prospectus and before the completion of the offering
of the securities included in this prospectus. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
We will provide to each person, including any
beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents
that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically
incorporated by reference into such documents. You can request a copy of these filings, at no cost, by writing or telephoning us at the
following address or telephone number:
Twin Vee PowerCats Co.
3101 S. US-1
Ft. Pierce, Florida 34982
(772) 429-2525
Attn: Chief Financial Officer
Any statement contained in this prospectus or contained
in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded
to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed
to be incorporated by reference into this prospectus, modifies or supersedes such statement.
The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
Our SEC filings are also available on our website, www.twinvee.com under the heading “Investors.” The information on
this website is expressly not incorporated by reference into, and does not constitute a part of, this prospectus.
Shares
Common Stock
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PROSPECTUS SUPPLEMENT
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