Twin Vee PowerCats, Co. 8-K

What Happened
Twin Vee PowerCats Co. (Nasdaq: VEEE) announced on July 12, 2026 that it entered into a definitive Agreement and Plan of Merger with USFM Corporation and a USFM subsidiary. Under the agreement, Merger Sub will merge into Twin Vee with Twin Vee surviving as a wholly owned subsidiary of USFM. Immediately prior to the closing each outstanding Twin Vee share (other than certain canceled or dissenting shares) will convert into the right to receive a pro rata portion of an aggregate number of USFM common shares equal to 10% of USFM’s issued and outstanding shares on a fully diluted basis. The deal requires stockholder approvals, an effective S-4/registration statement, exchange listing approval for the consideration shares, a fairness opinion, and completion of a pre-closing contingent value rights (CVR) restructuring that moves Company assets and liabilities into a trust for distribution to current Twin Vee stockholders.

Key Details

• Merger Agreement dated July 12, 2026; specified “end date” of October 31, 2026 for certain timing conditions.
• Consideration structure: existing Twin Vee shares convert into a pro rata portion of USFM shares representing 10% of USFM on a fully diluted basis; Company convertible securities accelerate into a portion of those shares; warrants will be assumed/converted.
• Pre-Closing CVR Restructuring: formation of Assetco (subsidiary) and a Trust to hold Assetco stock; Trust will seek to sell Company assets after closing and proceeds would benefit existing Twin Vee stockholders.
• Termination fees: Acquiror may owe Twin Vee $500,000 in specified termination scenarios; Twin Vee would owe USFM $1,500,000 if Twin Vee accepts a Superior Proposal in compliance with the agreement.
• Leadership change: CEO Joseph Visconti resigned as Interim CFO effective July 10, 2026; Michael P. Dickerson was appointed Interim CFO July 11, 2026 and received 3,970 RSUs (vested), $25,000 at signing and $25,000 at closing, plus his existing consulting fee arrangement ($6,000/month through 12/31/2026).

Why It Matters
This is a material transaction that will make Twin Vee a wholly owned subsidiary of USFM if completed; current Twin Vee shareholders will receive equity in USFM (representing 10% of USFM post-closing) plus contingent value rights tied to the future sale of Twin Vee assets. The deal remains subject to multiple closing conditions (shareholder votes, SEC clearance of an S-4, exchange listing approval, and other customary conditions), so it is not final until those are met. Termination fees and the CVR restructuring are important terms that affect the potential cash recovery and deal incentives for both parties. The interim CFO appointment provides short-term financial leadership during the transaction process.