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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):
November 26, 2024
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 Number) |
3101 S. US-1
Ft. Pierce, Florida 34982
(Address of principal
executive offices, including zip code)
(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:
| ☐ |
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 November 26, 2024 (the “Closing Date”),
pursuant to the terms of the Agreement and Plan of Merger, dated as of August 12, 2024 (the “Merger Agreement”), by and between
Twin Vee PowerCats Co., a Delaware corporation (the “Company” or “Twin Vee”), Twin Vee Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Twin Vee (“Merger Sub”), and Forza X1, Inc., a Delaware corporation (“Forza”),
Merger Sub was merged with and into Forza (the “Merger”), with Forza surviving the Merger as a wholly-owned subsidiary of
Twin Vee.
The Merger became effective on November 26,
2024, when the certificate of merger with respect to the Merger was filed with the Secretary of State of the State of Delaware (the “Effective
Time”). At the Effective Time, (a) each outstanding share of common stock of Forza , par value $0.001 per share of Forza (the “Forza
Common Stock”) (other than any shares held by Twin Vee) was converted into the right to receive 0.611666275 shares of Twin Vee common
stock, par value $0.001 per share (the “Twin Vee Common Stock”), (b) each outstanding Forza stock option, whether vested or
unvested, that had not previously been exercised prior to the Effective Time was converted into an option to purchase 0.611666275 shares
of Twin Vee Common Stock for each share of Forza Common Stock covered by such option, (c) each outstanding warrant to purchase shares
of Forza Common Stock was assumed by Twin Vee and converted into a warrant to purchase 0.611666275 shares of Twin Vee Common Stock for
each share of Forza Common Stock for which such warrant was exercisable for prior to the Effective Time, and (d) the 7,000,000 shares
of Forza Common Stock held by Twin Vee were cancelled.
The issuance of shares of Twin Vee Common Stock to
the former shareholders of Forza was registered under the Securities Act of 1933, as amended, pursuant to a registration statement
on Form S-4 (File No. 333-281788), as amended, filed by Twin Vee with the Securities and Exchange Commission (the “SEC”) and
declared effective on October 10, 2024 (the “Registration Statement”). The joint proxy statement/prospectus included
in the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Merger, the
Merger Agreement and the transactions contemplated thereby. 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 Joint Proxy Statement/Prospectus, and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information disclosed under Item 2.01 is incorporated
by reference herein.
Appointment of New Director
At the Effective Time, in accordance with the terms
of the Merger Agreement, the size of Twin Vee’s board of directors (the “Board”) was set at five, Joseph Visconti, Preston
Yarborough, Neil Ross and Kevin Schuyler remained as directors of Twin Vee and Marcia Kull was appointed as a director of Twin Vee.
Upon her appointment, Ms. Kull was appointed to serve
on the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Ms. Kull will participate
in the non-employee director compensation arrangements described under the heading “Twin Vee Director Compensation” contained
in the Joint Proxy Statement/Prospectus and incorporated by reference herein.
Following the Merger, the composition of each class
of the board is as follows: The Class I directors are Neil Ross and Marcia Kull, whose terms will expire at the annual meeting of stockholders
to be held in 2025. The Class II director is Preston Yarborough, whose term will expire at the annual meeting of stockholders to be held
in 2026. The Class III directors are Kevin Schuyler and Joseph Visconti, whose terms will expire at the annual meeting of stockholders
to be held in 2027.
Departure of Directors
In connection with the Merger and effective as of
the Effective Time, Bard Rockenbach and James Melvin resigned as directors of Twin Vee and any committees thereof. The decision to resign
by each of Messrs. Rockenbach and Melvin was not the result, in whole or in part, of any disagreement with Twin Vee, its management team,
or the board of directors of Twin Vee, on any matter relating to Twin Vee operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(i) The audited balance sheets of Forza as of December
31, 2023 and 2022, and the related statements of operations, stockholders’ equity and cash flows for the fiscal years ended December
31, 2023 and 2022 are set forth under the caption “Index to Financial Statements – Forza Financial Statements” on pages
F-52 through F-65 of the Joint Proxy Statement/Prospectus and are hereby incorporated by reference herein.
(ii) The unaudited balance sheet of Forza as of September
30, 2024 and the related statements of operations, stockholders’ equity and cash flows for the three and nine months ended September
30, 2024 and 2023 beginning on page 4 of Forza’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 are incorporated
by reference herein.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Combined Consolidated Financial
Information of Twin Vee and Forza are included as Exhibit 99.1 to this report and incorporated by reference herein.
(d) Exhibits
* Exhibits and schedules have been omitted pursuant to Items
601(a)(5) and 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted exhibits and schedules
upon request by the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated:
November 26, 2024 |
Twin
Vee PowerCats Co. |
| |
|
|
| |
By: |
/s/
Joseph C. Visconti |
| |
|
Joseph
C. Visconti |
| |
|
Chief
Executive Officer |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by refence
in the Registration Statements on Form S-8 (File No.333-278605, 333- 271430, File No. 333-265016 and File No. 333-258129) of our report
dated March 27, 2024, relating to the financial statements of Forza X1, Inc. as of the years ended December 31, 2023 and 2022, included
in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 27, 2024. Our report includes an explanatory
paragraph relating to substantial doubt about Forza X1, Inc.’s ability to continue as a going concern. We also consent to the reference
to our firm under the heading “Experts” appearing therein.
/s/ Grassi & Co., CPAs, P.C.
Jericho, New York
November 26, 2024
Exhibit 99.1
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL
INFORMATION OF TWIN VEE AND FORZA
On November 26, 2024, pursuant to the terms
of the Agreement and Plan of Merger, dated as of August 12, 2024 (the “Merger Agreement”), by and between Twin Vee PowerCats
Co., a Delaware corporation (the “Company” or “Twin Vee”), Twin Vee Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Twin Vee (“Merger Sub”), and Forza X1, Inc., a Delaware corporation (“Forza”), Merger
Sub was merged with and into Forza (the “Merger”), with Forza surviving the Merger as a wholly-owned subsidiary of Twin Vee.
The Merger became effective on November 26,
2024, when the certificate of merger with respect to the Merger was filed with the Secretary of State of the State of Delaware (the “Effective
Time”). At the Effective Time, (a) each outstanding share of common stock of Forza , par value $0.001 per share of Forza (the “Forza
Common Stock”) (other than any shares held by Twin Vee) was converted into the right to receive 0.611666275 shares (the “Exchange
Ratio”) of Twin Vee common stock, par value $0.001 per share (the “Twin Vee Common Stock”), (b) each outstanding Forza
stock option, whether vested or unvested, that had not previously been exercised prior to the Effective Time was converted into an option
to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock covered by such option, (c) each outstanding
warrant to purchase shares of Forza Common Stock was assumed by Twin Vee and converted into a warrant to purchase 0.611666275 shares of
Twin Vee Common Stock for each share of Forza Common Stock for which such warrant was exercisable for prior to the Effective Time, and
(d) the 7,000,000 shares of Forza Common Stock held by Twin Vee were cancelled.
The unaudited pro forma condensed combined financial
statements are presented for informational purposes only. The unaudited pro forma condensed combined
balance sheet as of September 30, 2024 assumes that the transaction took place at the beginning of the year and combines the historical
balance sheets of Twin Vee and Forza as of such date. The unaudited pro forma condensed combined statements of operations for the three
months ended September 30, 2024 and the year ended December 31, 2023 assume that the transaction took place as of January 1, 2023, and
combines the historical results of Twin Vee and Forza for each period. The historical financial statements of Twin Vee and Forza have
been adjusted to give pro forma effect to events that are (i) directly attributable to the transaction, (ii) factually supportable, and
(iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the
combined results.
The notes to the unaudited pro forma combined consolidated
financial statements describe the pro forma amounts and adjustments presented below. This pro forma data is not necessarily indicative
of the operating results that Twin Vee would have achieved had it completed the merger as of the beginning of the period presented and
should not be considered as representative of future operations.
The unaudited pro forma combined consolidated financial
information presented below is based on, and should be read together with the following:
| ● | Twin
Vee’s historical audited consolidated financial statements for the years ended December
31, 2023 and 2022 included in its annual report on Form 10-K, for the year ended December
31, 2023, filed with the Commission on March 27, 2024. |
| ● | Twin
Vee’s unaudited consolidated financial statements for the nine months ended September
30, 2024 and 2023, included in its quarterly report on Form 10-Q, for the quarter ending
September 30, 2024, filed with the Commission on November 14, 2024. |
| ● | Forza’s
historical audited consolidated financial statements for the years ended December 31, 2023
and 2022 included in its annual report on Form 10-K for the year ended December 31, 2023,
filed with the Commission on March 27, 2024. |
| ● | Forza’s
unaudited consolidated financial statements for the nine months ended September 30, 2024
and 2023, included in its quarterly report on Form 10-Q, for the quarter ending September
30, 2024, filed with the Commission on November 14, 2024. |
| ● | The
sections entitled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” included in Twin Vee’s annual report, on Form 10-K,
for the year ended December 31, 2023, and quarterly report, on Form 10-Q, for the quarter
ended September 30, 2024, filed with the Commission on March 27, 2024 and November 14, 2024,
respectively. |
| ● | The
sections entitled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” included in Forza’s annual report, on Form 10-K, for
the year ended December 31, 2023, and quarterly report, on Form 10-Q, for the quarter ended
September 30, 2024, filed with the Commission on March 27, 2024 and November 14, 2024, respectively. |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE
SHEETS
| | |
Twin Vee Powercats Co. Inc. September 30, 2024 | |
Forza X1, Inc. September 30, 2024 | |
Eliminations & Merger Adjustments | |
| |
Twin Vee Powercats Co. Inc. Pro Forma September 30, 2024 |
| Assets | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current Assets | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 11,144,929 | | |
$ | 7,200,427 | | |
$ | (7,200,427 | ) | |
| A | | |
$ | 11,144,929 | |
| Restricted cash | |
| 212,963 | | |
| — | | |
| — | | |
| | | |
| 212,963 | |
| Accounts receivable | |
| 129,544 | | |
| 125,000 | | |
| (125,000 | ) | |
| | | |
| 129,544 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Inventories, net | |
| 3,343,468 | | |
| 60,645 | | |
| (60,645 | ) | |
| A | | |
| 3,343,468 | |
| Due to/from affiliated companies, net | |
| — | | |
| 87,884 | | |
| (87,884 | ) | |
| A | | |
| — | |
| Prepaid expenses and other current assets | |
| 548,077 | | |
| 80,095 | | |
| (80,095 | ) | |
| A | | |
| 548,077 | |
| Total current assets | |
| 15,378,981 | | |
| 7,554,051 | | |
| (7,554,051 | ) | |
| | | |
| 15,378,981 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Property and equipment, net | |
| 14,217,041 | | |
| 4,388,229 | | |
| (4,388,229 | ) | |
| A | | |
| 14,217,041 | |
| Operating lease right of use asset | |
| 495,744 | | |
| 7,629 | | |
| (7,629 | ) | |
| A | | |
| 495,744 | |
| Security deposit | |
| 48,710 | | |
| 7,517 | | |
| (7,517 | ) | |
| A | | |
| 48,710 | |
| Total Assets | |
$ | 30,140,476 | | |
$ | 11,957,426 | | |
$ | (11,957,426 | ) | |
| | | |
$ | 30,140,476 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Liabilities and Stockholders' Equity | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable | |
$ | 1,957,902 | | |
$ | 73,067 | | |
$ | (73,067 | ) | |
| A | | |
$ | 1,957,902 | |
| Accrued liabilities | |
| 1,195,982 | | |
| 9,712 | | |
| (9,712 | ) | |
| A | | |
| 1,195,982 | |
| Contract liabilities – customer deposits | |
| 38,175 | | |
| 6,175 | | |
| (6,175 | ) | |
| A | | |
| 38,175 | |
| Finance lease liability – current portion | |
| 220,103 | | |
| 24,847 | | |
| (24,847 | ) | |
| A | | |
| 220,103 | |
| Operating lease right of use liability – current portion | |
| 431,132 | | |
| — | | |
| — | | |
| A | | |
| 431,132 | |
| Total current liabilities | |
| 3,843,294 | | |
| 113,801 | | |
| (113,801 | ) | |
| | | |
| 3,843,294 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Economic Injury Disaster Loan | |
| 499,900 | | |
| — | | |
| — | | |
| | | |
| 499,900 | |
| Finance lease liability - noncurrent | |
| 2,479,742 | | |
| 67,070 | | |
| (67,070 | ) | |
| A | | |
| 2,479,742 | |
| Operating lease liability - noncurrent | |
| 109,329 | | |
| — | | |
| — | | |
| | | |
| 109,329 | |
| Total Liabilities | |
| 6,932,265 | | |
| 180,871 | | |
| (180,871 | ) | |
| | | |
| 6,932,265 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Stockholders' equity: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Preferred stock: 10,000,000 authorized; $0.001 par value; no shares issued and outstanding | |
| — | | |
| — | | |
| — | | |
| | | |
| — | |
| Common stock: 50,000,000 authorized; $0.001 par value | |
| 9,520 | | |
| 15,784 | | |
| (10,429 | ) | |
| B/C | | |
| 14,875 | |
| Treasury Stock | |
| — | | |
| (21,379 | ) | |
| 21,379 | | |
| B | | |
| — | |
| Additional paid-in capital | |
| 38,871,551 | | |
| 26,697,988 | | |
| (20,885,125 | ) | |
| B/C | | |
| 44,684,414 | |
| Accumulated deficit | |
| (21,491,078 | ) | |
| (14,915,838 | ) | |
| 14,915,838 | | |
| B | | |
| (21,491,078 | ) |
| Equity attributed to stockholders of Twin Vee PowerCats Co, Inc. | |
| 17,389,993 | | |
| 11,776,555 | | |
| (5,958,337 | ) | |
| | | |
| 23,208,211 | |
| Equity attributable to noncontrolling interests | |
| 5,818,218 | | |
| — | | |
| (5,818,218 | ) | |
| B | | |
| — | |
| Total stockholders’ equity | |
| 23,208,211 | | |
| 11,776,555 | | |
| (11,776,555 | ) | |
| | | |
| 23,208,211 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total Liabilities and Stockholders' Equity | |
$ | 30,140,476 | | |
$ | 11,957,426 | | |
$ | (11,957,426 | ) | |
| | | |
$ | 30,140,476 | |
A - Represents elimination of Forza balances
included in Twin Vee consolidated balance sheet
B - Represents elimination of Forza equity and accumulated deficit and non-controlling interest no longer eliminated post-merger
C - Represents issuance of Twin Vee common stock to non-Twin Vee shareholders of Forza stock and the offset to the elimination of the
Forza non-controlling interest previously eliminated from the Twin Vee balance sheet.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
| |
|
Twin Vee Powercats Co. Inc. Nine Months Ended September 30, 2024 |
|
Forza X1, Inc. Nine Months Ended September 30, 2024 |
|
Eliminations and Merger Adjustments |
|
Twin Vee Powercats Co. Inc. Nine Months Ended September 30, 2024 Pro Forma |
| Net sales |
|
$ |
12,504,482 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12,504,482 |
|
| Cost of products sold |
|
|
12,170,486 |
|
|
|
68,335 |
|
|
|
(68,335 |
) |
A |
|
12,170,486 |
|
| Gross profit (loss) |
|
|
333,996 |
|
|
|
(68,335 |
) |
|
|
68,335 |
|
|
|
333,996 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling, general and administrative |
|
|
2,214,670 |
|
|
|
737,269 |
|
|
|
(1,308,175 |
) |
A/B |
|
1,643,764 |
|
| Salaries and wages |
|
|
3,641,185 |
|
|
|
1,479,501 |
|
|
|
(1,479,501 |
) |
A |
|
3,641,185 |
|
| Professional fees |
|
|
1,111,079 |
|
|
|
391,971 |
|
|
|
(593,191 |
) |
A/B |
|
909,859 |
|
| Impairment of property & equipment |
|
|
1,674,000 |
|
|
|
1,674,000 |
|
|
|
(1,674,000 |
) |
A |
|
1,674,000 |
|
| Depreciation and amortization |
|
|
1,300,697 |
|
|
|
184,441 |
|
|
|
(184,441 |
) |
A |
|
1,300,697 |
|
| Research and development |
|
|
583,878 |
|
|
|
587,599 |
|
|
|
(587,599 |
) |
A |
|
583,878 |
|
| Total operating expenses |
|
|
10,525,509 |
|
|
|
5,054,781 |
|
|
|
(5,826,907 |
) |
|
|
9,753,383 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
|
(10,191,513 |
) |
|
|
(5,123,116 |
) |
|
|
5,895,242 |
|
|
|
(9,419,387 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend income |
|
|
447,571 |
|
|
|
276,862 |
|
|
|
(276,862 |
) |
A |
|
447,571 |
|
| Other income |
|
|
33,442 |
|
|
|
— |
|
|
|
— |
|
|
|
33,442 |
|
| Interest expense |
|
|
(178,922 |
) |
|
|
(7,362 |
) |
|
|
7,362 |
|
A |
|
(178,922 |
) |
| Interest income |
|
|
107,297 |
|
|
|
62,830 |
|
|
|
(62,830 |
) |
A |
|
107,297 |
|
| Unrealized gain(loss) on marketable securities |
|
|
5,204 |
|
|
|
(16,930 |
) |
|
|
16,930 |
|
A |
|
5,204 |
|
| Realized gain on marketable securities |
|
|
35,210 |
|
|
|
35,210 |
|
|
|
(35,210 |
) |
A |
|
35,210 |
|
| Loss on disposal of property & equipment |
|
|
(172,684 |
) |
|
|
(172,684 |
) |
|
|
172,684 |
|
A |
|
(172,684 |
) |
| Gain on sale of R&D assets |
|
|
50,097 |
|
|
|
50,097 |
|
|
|
(50,097 |
) |
A |
|
50,097 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other income |
|
|
327,215 |
|
|
|
228,023 |
|
|
|
(228,023 |
) |
|
|
327,215 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before income tax |
|
|
(9,864,298 |
) |
|
|
(4,895,093 |
) |
|
|
5,667,219 |
|
|
|
(9,092,172 |
) |
| Income taxes provision |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net loss |
|
|
(9,864,298 |
) |
|
|
(4,895,093 |
) |
|
|
5,667,219 |
|
|
|
(9,092,172 |
) |
| Less: Net loss attributable to noncontrolling interests |
|
|
(2,720,204 |
) |
|
|
|
|
|
|
2,720,204 |
|
A |
|
— |
|
| Net loss attributed to stockholders of Twin Vee PowerCats Co, Inc. |
|
$ |
(7,144,094 |
) |
|
$ |
(4,895,093 |
) |
|
$ |
2,947,015 |
|
|
$ |
(9,092,172 |
) |
A - Represents elimination of intercompany revenues
and cost of sales, and non-controlling interests, and Forza amounts included in Twin Vee consolidated results
B - Represents adjustment for public company costs
no longer borne by Forza related to the merger
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
| |
|
Twin Vee Powercats Co. Inc. Year Ended December 31, 2023 |
|
Forza X1, Inc. Year Ended December 31, 2023 |
|
Eliminations and Merger Adjustments |
|
Twin Vee Powercats Co. Inc. Year Ended December 31, 2023 Pro Forma |
| Net sales |
|
$ |
33,425,912 |
|
|
$ |
37,118 |
|
|
$ |
(37,118 |
) |
A |
$ |
33,425,912 |
|
| Cost of products sold |
|
|
23,702,885 |
|
|
|
157,637 |
|
|
|
(157,637 |
) |
A |
|
23,702,885 |
|
| Gross profit (loss) |
|
|
9,723,027 |
|
|
|
(120,519 |
) |
|
|
120,519 |
|
|
|
9,723,027 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling, general and administrative |
|
|
3,734,406 |
|
|
|
1,112,920 |
|
|
|
(1,614,657 |
) |
A/B |
|
3,232,669 |
|
| Salaries and wages |
|
|
13,929,580 |
|
|
|
3,279,195 |
|
|
|
(3,279,195 |
) |
A |
|
13,929,580 |
|
| Professional fees |
|
|
1,249,388 |
|
|
|
353,996 |
|
|
|
(634,905 |
) |
A/B |
|
968,479 |
|
| Depreciation and amortization |
|
|
1,353,383 |
|
|
|
185,900 |
|
|
|
(185,900 |
) |
A |
|
1,353,383 |
|
| Research and development |
|
|
1,443,569 |
|
|
|
1,540,903 |
|
|
|
(1,540,903 |
) |
A |
|
1,443,569 |
|
| Total operating expenses |
|
|
21,710,326 |
|
|
|
6,472,914 |
|
|
|
(7,255,560 |
) |
|
|
20,927,680 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
|
(11,987,299 |
) |
|
|
(6,593,433 |
) |
|
|
7,376,079 |
|
|
|
(11,204,653 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend income |
|
|
909,215 |
|
|
|
507,794 |
|
|
|
(507,794 |
) |
A |
|
909,215 |
|
| Other income |
|
|
9,898 |
|
|
|
— |
|
|
|
— |
|
|
|
9,898 |
|
| Interest expense |
|
|
(221,157 |
) |
|
|
(3,694 |
) |
|
|
3,694 |
|
A |
|
(221,157 |
) |
| Interest income |
|
|
48,370 |
|
|
|
1,401 |
|
|
|
(1,401 |
) |
A |
|
48,370 |
|
| Loss on disposal of assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Unrealized gain on marketable securities |
|
|
87,781 |
|
|
|
50,878 |
|
|
|
(50,878 |
) |
A |
|
87,781 |
|
| Realized gain on marketable securities |
|
|
103,941 |
|
|
|
103,941 |
|
|
|
(103,941 |
) |
A |
|
103,941 |
|
| Employee Retention Credit income |
|
|
1,267,055 |
|
|
|
— |
|
|
|
— |
|
|
|
1,267,055 |
|
| Total other income |
|
|
2,205,103 |
|
|
|
660,320 |
|
|
|
(660,320 |
) |
|
|
2,205,103 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before income tax |
|
|
(9,782,196 |
) |
|
|
(5,933,113 |
) |
|
|
6,715,759 |
|
|
|
(8,999,550 |
) |
| Income taxes provision |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
| Net loss |
|
|
(9,782,196 |
) |
|
|
(5,933,113 |
) |
|
|
6,715,759 |
|
|
|
(8,999,550 |
) |
| Less: Net loss attributable to noncontrolling interests |
|
|
(2,590,020 |
) |
|
|
— |
|
|
|
2,590,020 |
|
A |
|
— |
|
| Net loss attributed to stockholders of Twin Vee PowerCats Co, Inc. |
|
$ |
(7,192,176.00 |
) |
|
$ |
(5,933,113.00 |
) |
|
$ |
4,125,739.32 |
|
|
$ |
(8,999,549.68 |
) |
A - Represents elimination of intercompany revenues
and cost of sales, non-controlling interests and Forza amounts included in Twin Vee consolidated results
B - Represents adjustment for public company costs
no longer borne by Forza related to the merger
Comparative Historical and Unaudited Pro Forma Per Share Data
The information below reflects
the historical net loss and book value per share of Twin Vee Common Stock and the historical net loss and book value per share of Forza
Common Stock in comparison with the unaudited pro forma net loss and book value per share after giving effect to the Merger of Twin Vee
with Forza on a pro forma basis.
You should read the tables
below in conjunction with the following:
| ● | Twin
Vee’s historical audited consolidated financial statements for the years ended December
31, 2023 and 2022 included in its annual report on Form 10-K, for the year ended December
31, 2023, filed with the Commission on March 27, 2024. |
| ● | Twin
Vee’s unaudited consolidated financial statements for the nine months ended September
30, 2024 and 2023, included in its quarterly report on Form 10-Q, for the quarter ending
September 30, 2024, filed with the Commission on November 14, 2024. |
| ● | Forza’s
historical audited consolidated financial statements for the years ended December 31, 2023
and 2022 included in its annual report on Form 10-K for the year ended December 31, 2023,
filed with the Commission on March 27, 2024. |
| ● | Forza’s
unaudited consolidated financial statements for the nine months ended September 30, 2024
and 2023, included in its quarterly report on Form 10-Q, for the quarter ending September
30, 2024, filed with the Commission on November 14, 2024. |
| | |
Twin
Vee Historical | |
Forza
Historical | |
Twin
Vee
Unaudited
Pro Forma Combined
Data | |
Forza
Pro Forma Equivalent
Data (i) |
| | |
| |
| |
| |
|
| Net
loss per share: | |
| | | |
| | | |
| | | |
| | |
| For
the year ended December 31, 2023 | |
| | | |
| | | |
| | | |
| | |
| Basic
and diluted | |
$ | (0.76 | ) | |
$ | (0.44 | ) | |
$ | (0.61 | ) | |
$ | (0.23 | ) |
| For
the nine months ended September 30, 2024 | |
| | | |
| | | |
| | | |
| | |
| Basic
and diluted | |
$ | (0.75 | ) | |
$ | (0.31 | ) | |
$ | (0.61 | ) | |
$ | (0.24 | ) |
| Book
value per share | |
| | | |
| | | |
| | | |
| | |
| As
of December 31, 2023 | |
$ | 3.37 | | |
$ | 1.02 | | |
$ | 2.15 | | |
$ | 0.84 | |
| As
of September 30, 2024 | |
$ | 2.44 | | |
$ | 0.75 | | |
$ | 1.56 | | |
$ | 0.61 | |
(i) The Forza unaudited pro forma equivalent data
was calculated by multiplying the pro forma condensed combined results by the Exchange Ratio.
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Twin Vee PowerCats (NASDAQ:VEEE)
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