Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. (a) As Twin Vee PowerCats Co. (the “Company”) previously disclosed in a Current Report on Form 8-K that it filed with the SEC on August 5, 2026, the Company purported to effect its reincorporation from the State of Delaware to the State of Nevada through, among other things, a Certificate of Conversion which was filed with the Secretar…
Twin Vee PowerCats Co. (“Twin Vee” “we”, “us” or the “Company”) is a designer, manufacturer and marketer of recreational and commercial power boats. We believe our company, founded in 1996, has been an innovator in the recreational and commercial power catamaran industry. 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 of operations in Fort Pierce, Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet, including a nearly complete 30,000 square foot expansion which began in mid-2024. We currently employ approximately 70 people.
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Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material Modification to Rights of Security Holders.
(a)
As Twin Vee PowerCats Co. (the “Company”) previously disclosed
in a Current Report on Form 8-K that it filed with the SEC on August 5, 2026, the Company purported to effect its reincorporation from
the State of Delaware to the State of Nevada through, among other things, a Certificate of Conversion which was filed with the Secretary
of State of the State of Delaware (the “DE Secretary of State”) on April 7, 2026. On September 8, 2026, following receipt
of stockholder approval for the Ratification Proposal (as defined below), the Company filed with the DE Secretary of State a Certificate
of Validation of Certificate of Amendment (the “Certificate”) to give effect to the Reverse Stock Split (as defined below).
The Certificate was deemed to have become effective as of May 4, 2026 at 12:01 a.m., Eastern Time. A copy of the Certificate is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information set forth in Item 3.03 above is incorporated herein by
reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 8, 2026, the Company held a special meeting
of its stockholders (the “Special Meeting”).
At the close of business on August 10, 2026, the record
date for the Special Meeting (the “Record Date”), there were 584,321 shares of common stock, par value $0.001 per share (“Common
Stock”), issued and outstanding and 571,508 shares of Common Stock entitled to vote after subtracting the 12,813 shares of Common
Stock issued subsequent to the defective corporate acts referred to in the definitive proxy statement filed by the Company with the SEC
on August 17, 2026 in connection with the Special Meeting (the “Proxy Statement”) which may be deemed putative stock pursuant
to Section 204(d)(5) of the Delaware General Corporation Law and, therefore, ineligible to vote on the Ratification Proposal nor counted
for quorum purposes on any vote to ratify such defective corporate act.
Due to an administrative error, the Proxy Statement
misstated the number of shares of Common Stock issued and outstanding on the Record Date and entitled to vote at the Special Meeting.
As stated above, on the Record Date, there were 584,321 shares of Common Stock issued and outstanding and 571,508 shares of Common Stock
entitled to vote at the Special Meeting, not 574,502 shares of Common Stock issued and outstanding and 561,689 shares entitled to vote
as reflected in the Proxy Statement.
An aggregate of 255,575 shares of Common Stock, representing
43.7% of the issued and outstanding shares of Common Stock and 44.7% of the issued and outstanding shares of Common Stock entitled to
vote, in each case, as of the Record Date, was present in person or represented by proxy at the Special Meeting, constituting a quorum.
The final results of voting at the Special Meeting
on the matters submitted to a vote of the Company’s stockholders thereat are set forth below.
Proposal 1 - to ratify and approve, in accordance with Section 204 of the General Corporation Law of the State of Delaware (the
“DGCL”), the 1-for-37 reverse stock split (the “Reverse Stock Split”) of the Common Stock, effective as of 12:01
a.m. Eastern Time on May 4, 2026, in the State of Delaware and the corresponding Certificate of Validation to give effect to an amendment
to the Company’s certificate of incorporation required to reflect the Reverse Stock Split on the records of the Secretary of State
of the State of Delaware and to replicate certain aspects of the Reverse Stock Split under the DGCL as the same was purportedly effected
in Nevada, as more fully described in the Proxy Statement (the “Ratification Proposal”).
FOR AGAINST ABSTENTIONS BROKER NON-VOTES
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241,315 13,478 782 0
The votes cast FOR Proposal 1 exceeded the votes cast AGAINST Proposal
1. Therefore, Proposal 1 (the Ratification Proposal) was approved by the requisite vote of the stockholders of the Company.
Proposal 2 - to approve an amendment to the
Twin Vee certificate of incorporation to change the name of our Company from Twin Vee PowerCats Co. to Twin Vee Bahama Co. (the “Name
Change Proposal”).
FOR AGAINST ABSTENTIONS BROKER NON-VOTES
────────────────────────────────────────────────────────────────────────────────────────────────────
248,329 6,628 618 0
Proposal 2 received the affirmative vote from the holders of a majority
of the voting power of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on that proposal.
Accordingly, Proposal 2 (the Name Change Proposal) was approved by the requisite vote of the stockholders of the Company.
Proposal 3 - to approve an adjournment
of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Ratification Proposal
or the Name Change Proposal (the “Adjournment Proposal”).
FOR AGAINST ABSTENTIONS BROKER NON-VOTES
────────────────────────────────────────────────────────────────────────────────────────────────────
244,898 9,774 903 0
Proposal 3 received the affirmative vote from the holders of a majority
of the voting power of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on that proposal.
Accordingly, Proposal 3 (the Adjournment Proposal) was approved by the requisite vote of the stockholders of the Company.