Current Report Filing (8-k)
December 08 2022 - 4:06PM
Edgar (US Regulatory)
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2022-12-05
2022-12-05
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 5, 2022
Twin
Vee PowerCats Co.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40623 |
|
27-1417610 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3101
S. US-1
Ft. Pierce, Florida 34982
(Address
of principal executive offices)
(772) 429-2525
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Common stock, par value
$0.001 per share |
|
VEEE |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 5, 2022 (the “Closing Date”), pursuant to the terms
of the Agreement and Plan of Merger, dated as of September 8, 2022 (the “Merger Agreement”), by and between Twin Vee PowerCats
Co. (the “Company” or “Twin Vee Co.”) and Twin Vee Powercats, Inc., a Florida corporation (“Twin Vee Inc.”),
Twin Vee Inc. was merged with and into the Company (the “Merger”).
The Merger became effective on December 5, 2022, when the certificates
of merger of the Company and Twin Vee Inc. were filed with the Secretaries of State of the State of Delaware and the State of Florida
(the “Effective Time”). At the Effective Time, (a) the holders of Twin Vee Inc. common stock received in the Merger one share
of Twin Vee Co. common stock in exchange for each 41.7128495 shares of Twin Vee Inc. common stock that they owned, for a maximum of 4,000,000
shares of Twin Vee Co. common stock (no fractional shares of Twin Vee Co. common stock were issued) and (b) the 4,000,000 shares of Twin
Vee Co. common stock held by Twin Vee Inc. were canceled and retired. Each holder of shares of Twin Vee Inc. common stock who would
otherwise be entitled to a fraction of a share of Twin Vee Co. common stock (after aggregating all fractional shares of Twin Vee Co. common
stock that otherwise would be received by such holder) will, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded
to the nearest whole cent), without interest, determined by multiplying such fraction by $2.09, which is equal to the volume weighted
average closing trading price of a share of Twin Vee Co. common stock for the five consecutive trading days ending immediately prior to
December 5, 2022. After the Merger, Twin Vee Co. had approximately 9,520,000 shares of common stock of Twin Vee Co. outstanding, which
is substantially the same as it was immediately prior to the merger.
The foregoing description of the Merger and the Merger Agreement, and transactions
contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which is set forth as Annex A to the Company’s Joint Proxy Statement/Prospectus filed with the Securities and Exchange
Commission (the “SEC”) on October 31, 2022, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
((a) Financial Statements of Businesses
Acquired.
Twin Vee Powercats, Inc.’s audited and unaudited
historical financial statements and related notes thereto set forth in Annex C of the Joint Proxy Statement/Prospectus are hereby incorporated
by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information
and related notes thereto set forth under the caption “Unaudited Pro Forma Combined Consolidated Financial Information of Twin Vee
Co. and Twin Vee Inc.” on pages 43 through 46 of the Joint Proxy Statement/Prospectus are hereby incorporated by reference herein.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 8, 2022 |
Twin Vee Powercats Co.
(Registrant) |
|
|
|
By: |
|
/s/ Joseph Visconti |
|
Name: |
|
Joseph Visconti |
|
Title: |
|
Chief Executive Officer and President |
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