VEEE 8-K
Twin Vee PowerCats, Co. (VEEE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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If an emerging growth company, indicate by check mark
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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 5.03 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 5.07 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 | |||||||||||
| 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.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 3.1 | Certificate of Validation of Certificate of Amendment filed with the Secretary of State of the State of Delaware on September 8, 2026 | ||
| 104 | Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL). |
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.
| TWIN VEE POWERCATS CO. | ||
| By: | /s/ Glenn Sonoda | |
| Glenn Sonoda | ||
| In-House Counsel | ||
Date: September 9, 2026
EXHIBIT 3.1
CERTIFICATE OF VALIDATION
OF
CERTIFICATE OF AMENDMENT
OF
TWIN VEE POWERCATS CO.
Pursuant to Section 204 of the
General Corporation Law of the State of Delaware
Twin Vee Powercats Co., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies as follows:
1. The Corporation has ratified one or more defective corporate acts that would have required the filing of a certificate under Section 103 of the General Corporation Law of the State of Delaware (the “General Corporation Law”).
2. Each such defective corporate act has been ratified in accordance with Section 204 of the General Corporation Law.
3. No certificate was previously filed under Section 103 of the DGCL in respect of such defective corporate act. A certificate containing all of the information required to be included under Section 242 of the DGCL to give effect to each such defective corporate act is attached hereto as EXHIBIT A. Such certificate shall be deemed to have become effective as of May 4, 2026 at 12:01 a.m., Eastern Time.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Validation to be executed by a duly authorized officer this 8th day of September, 2026.
| TWIN VEE POWERCATS CO. | ||
| By: | /s/ Glenn Sonoda | |
| Name: | Glenn Sonoda | |
| Title: | Corporate Secretary and In-House Counsel | |
EXHIBIT A
Certificate of Amendment
of
Certificate of Incorporation
of
TWIN VEE POWERCATS CO.
Twin Vee Powercats Co., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The Certificate of Incorporation of the Corporation is hereby amended by removing Section D of Article FOURTH in its entirety and inserting the following in lieu thereof:
“D. Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), each 37 shares of Common Stock issued and outstanding or held by the corporation in treasury immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the corporation or any holder of Old Common Stock, be reclassified into one fully paid and nonassessable share of common stock (the “New Common Stock”) (such reclassification, the “Reverse Stock Split”). From and after the Effective Time, certificates representing any shares of Old Common Stock shall represent the number of whole shares of New Common Stock into which such shares of Old Common Stock shall have been reclassified pursuant to this Certificate of Amendment. No fractional shares of common stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, the Corporation shall pay to the holders of a fraction of a share of New Common Stock an amount in cash equal to the fair value of fractions of a share as of the Effective Time.”