EXHIBIT 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 30, 2026, Twin Vee PowerCats Co. (the “Company”) filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to amend its Articles of Incorporation to effect a 1-for-37 reverse stock split of the Company’s authorized shares of common stock, par value $0.001 per share (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), effective as of 12:01 a.m. Eastern Time on May 4, 2026 (the “Effective Time”), pursuant to Nevada Revised Statutes (“NRS”) 78.207.
On April 10, 2026, the board of directors of the Company (the “Board”) approved the Reverse Stock Split by unanimous written consent. Since the Reverse Stock Split was effectuated pursuant to NRS 78.207 by a proportionate decrease in both the authorized and issued and outstanding shares of the entire class, no stockholder approval of the Reverse Stock Split is required under the NRS. After the Effective Time, it is expected the Common Stock will begin trading under the existing trading symbol “VEEE” on the Nasdaq Capital Market on a reverse split-adjusted basis when the market opens on May 4, 2026. At the Effective Time, every 37 shares of Common Stock issued and outstanding will be automatically converted into one issued and outstanding share of Common Stock, and the total number of shares of Common Stock authorized for issuance under the Articles of Incorporation will be reduced by a corresponding proportion from approximately 19.6 million shares to approximately 0.5 million shares.
In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and warrants. The total number of shares of the Company’s preferred stock, par value $0.001 per share, authorized for issuance under the Articles of Incorporation will remain at 10,000,000.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to have such fractional shares rounded up to the nearest whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. No cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. Banks, brokers or other nominees are instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name”; however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. Equiniti Trust Company LLC, the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record regarding the process for exchanging shares.
The foregoing description of the Certificate of Change is qualified in its entirety by reference to the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On April 30, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Change filed with the Secretary of State of the State of Nevada on April 30, 2026 | |
| 99.1 | Press Release dated April 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 30, 2026 | TWIN VEE POWERCATS CO. (Registrant) | |
| By: | /s/ Joseph Visconti | |
| Name: | Joseph Visconti | |
| Title: | Chief Executive Officer, Interim Chief Financial Officer and President | |
EXHIBIT 3.1
EXHIBIT 99.1
Twin Vee PowerCats Co. Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Bid Price Requirement
FORT PIERCE, FL / ACCESSWIRE / April 30, 2026 — Twin Vee PowerCats Co. (Nasdaq:VEEE),(“Twin Vee” or the “Company”), a manufacturer, distributor, and marketer of power sport boats, today announced that its Board of Directors has approved a 1-for-37 reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split is expected to become effective at 12:01 a.m. Eastern Time on May 4, 2026, with trading on a split-adjusted basis beginning on The Nasdaq Capital Market upon the commencement of trading on Monday, May 4, 2026 under the Company’s existing ticker symbol, “VEEE.”
At the effective time, every 37 shares of Twin Vee’s issued and outstanding common stock will automatically be combined into one share of common stock. The reverse stock split will reduce the number of shares of the Company’s outstanding common stock from approximately 19.6 million shares to approximately 0.5 million shares, subject to adjustment for fractional shares. Also as a result of the reverse stock split, the number of the Company’s authorized shares of common stock will be reduced from 500.0 million shares to approximately 13.5 million shares. The par value and other terms of the Company’s common stock are not affected by the reverse stock split. The number of the authorized shares and other terms of the Company’s preferred stock under the Company’s articles of incorporation will not be reduced in connection with the reverse stock split.
The Board determined that implementing the reverse split at this time is appropriate to regain compliance with the minimum bid price requirement for maintaining the listing of the Company’s common stock on The Nasdaq Capital Market and to broaden potential investor interest.
No fractional shares will be issued in connection with the reverse stock split. Any fractional shares of common stock resulting from the reverse stock split will be rounded up to the nearest whole share. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company, except for adjustments related to fractional shares. The reverse split will also proportionately adjust the number of shares available under the Company’s equity incentive plans and the exercise price and number of shares underlying outstanding stock options, warrants, and other equity awards, in each case in accordance with their terms.
Equiniti Trust Company LLC is acting as the exchange agent for the reverse stock split. Stockholders holding shares in book-entry form or through a brokerage account will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take any action. The new CUSIP number for the Company’s common stock following the reverse stock split will be 90177C 309.
About Twin Vee PowerCats Co.
Twin Vee PowerCats Co. manufactures a range of boats under the Twin Vee and Bahama Boat Works brands, designed for activities including fishing, cruising, and recreational use. Twin Vee PowerCats are recognized for their stable, fuel-efficient, and smooth-riding catamaran hull designs. Twin Vee is one of the most recognizable brand names in the catamaran sport boat category and is known as the “Best Riding Boats on the Water™.” Bahama Boat Works is an iconic luxury brand long celebrated for its unmatched craftsmanship, timeless aesthetic, and dedication to producing some of the finest offshore fishing vessels.
The Company is located in Fort Pierce, Florida, and has been building and selling boats for 30 years.
Learn more at twinvee.com and bahamaboatworks.com.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements and include statements regarding the timing and occurrence of the reverse stock split as well as regaining compliance with the minimum bid price requirement.
These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the timing and receipt of necessary approvals for the Company to implement the reverse stock split and regain compliance with the minimum bid price requirement, and the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports on Form 8-K and subsequent filings with the SEC. The information in this release is provided only as of the date of this release, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events, except as required by law.
Contact:
Glenn
Sonoda
[email protected]