8-K
Twin Vee PowerCats, Co. (VEEE)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November7, 2021
TwinVee Powercats Co.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40623 | 27-1417610 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (CommissionFile Number) | (IRS EmployerIdentification No.) |
3101 S. US-1Ft. Pierce, Florida 34982
(Address of principal executive offices, includingzip code)
Registrant’s telephone number, including areacode: (772) 429-2525
Not Applicable (Former name or former address, if changed since last report)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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 |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Effective November 7, 2021, Twin Vee Powercats, Co. (the “Company”) increased the size of its board of directors (the “Board”) from five directors to six directors and Bard D. Rockenbach was appointed as a member of the Board, to hold office in accordance with the certificate of incorporation and bylaws of the Company until his successor is duly elected and qualified or his earlier death, resignation or removal. Mr. Rockenbach will serve on the audit committee, compensation committee and nominating and governance committee of the Board.
There are no family relationships between Mr. Rockenbach and any of the Company’s directors or executive officers and nor does Mr. Rockenbach have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, effective November 7, 2021, Mr. Rockenbach was awarded an option to purchase 5,500 shares of the Company’s common stock at an exercise price of $3.87 per share, vesting pro rata on a monthly basis over a twelve-month period and exercisable for a period of ten years from the date of grant. In accordance with the Company’s policy as currently in effect, Mr. Rockenbach will receive a cash retainer for his service on the Board and for his service on each committee of which he is a member.
Mr. Rockenbach career spans over 31 years in the legal industry. Since January 2005, he has been the managing partner of Burlington & Rockenbach, P.A., a trial and appellate litigation law firm based in West Palm Beach, Florida. He is Board Certified by the Florida Bar Association in Appellate Practice and has served an expert witness in various legal proceedings. Mr. Rockenbach holds a Juris Doctor from Stetson University College of Law where he graduated in 1988 20th in his class.
Item 7.01. Regulation FD Disclosure.
On November 9, 2021, the Company issued a press release regarding the matters discussed in Items 5.02 above. A copy of the press release is furnished as Exhibit 99.1.
The information in this Item 7.01, and in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended and shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Twin Vee Powercats Co., dated November 9, 2021. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
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 9, 2021
| TWIN VEE POWERCATS CO. | |
|---|---|
| By: | /s/ Joseph Visconti |
| Name: Joseph Visconti | |
| Title: Chief Executive Officer and President |
EXHIBIT 99.1
Bard D. Rockenbach Joins Twin Vee PowerCats Co.’sBoard of Directors
**FORT PIERCE, FL / ACCESSWIRE / November 9, 2021/**Twin Vee PowerCats, Co. (NASDAQ:VEEE), (“Twin Vee” or the “Company”), a manufacturer of recreational and commercial power catamaran boats, today announced that West Palm Beach attorney Bard D. Rockenbach has been appointed to its board of directors.
Rockenbach brings to the board an extensive legal background, having been a practicing attorney for 33 years. Since January 2005, he has been the managing partner of Burlington & Rockenbach, P.A., a trial and appellate litigation law firm in West Palm Beach, Florida. Before forming Burlington & Rockenbach, P.A., Rockenbach was a solo practitioner and also worked for insurance defense law firms throughout Florida. Rockenbach is board certified by the Florida Bar Association in appellate practice and has over 250 published decisions.
“Bard has a wealth of relevant experience and will be a tremendous resource as we continue our work to grow our Twin Vee customer base, build our new EV brand, Forza X1, and establish the first marine mobile repair franchising company with Fix My Boat,” said Twin Vee President and CEO Joseph Visconti. “I’m excited to work with him and believe he will have valuable insight as we head into the next phase of our Company’s trajectory.”
“I’m an avid boater and have been inspired by Twin Vee’s goal to innovate in the marine industry by offering high-quality products at an affordable price,” Rockenbach said. “I am eager to work alongside Joseph and the other directors to help guide the company’s continued success and bring my experience and perspective to further the Twin Vee mission.”
In addition to his legal experience, Rockenbach has served on the Board of Directors of the Appellate Practice Section of the Florida Justice Association as both a chairman and a director. He was also the chairman of the Palm Beach County Bar Association Technology Committee. Rockenbach has a Bachelor of Science in Accounting from the University of Florida and a Juris Doctor from the Stetson University College of Law.
About Twin Vee PowerCats Co.
Twin Vee is a designer and manufacturer of recreational and commercial power catamaran boats. Founded in 1996, the Company has been an innovator in the catamaran sport boat industry, manufactured and shipped over 7000 Twin Vee’s worldwide. Learn more at https://twinvee.com/. Twin Vee is one of the most recognizable brand names in the power catamaran category and is known as the “Best Riding Boats on the Water™.”
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 Mr. Rockenbach’s expected contribution to the Company, the Company growing its customer base, building its new EV brand, Forza X1, and establishing the first marine mobile repair franchising company with Fix My Boat . 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, Mr. Rockenbach’s ability to contribute to the Company and its growth, the Company’s ability to bring its new boat models and electric outboard motor propulsion system to market as planned, the Company’s ability to establish the first marine mobile repair franchising company with Fix My Boat, and the duration and scope of the COVID-19 outbreak worldwide, including the impact to supply chains and state and local economies, and the risk factors described in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. 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
investor@twinvee.com
(772) 429-2525
SOURCE: Twin Vee PowerCats Co