Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 5, 2022 (the "Closing Date"), pursuant to the terms of the Agreement
and Plan of Merger, dated as of September 8, 2022 (the "Merger Agreement"), by
and between Twin Vee PowerCats Co. (the "Company" or "Twin Vee Co.") and Twin
Vee Powercats, Inc., a Florida corporation ("Twin Vee Inc."), Twin Vee Inc. was
merged with and into the Company (the "Merger").
The Merger became effective on December 5, 2022, when the certificates of merger
of the Company and Twin Vee Inc. were filed with the Secretaries of State of the
State of Delaware and the State of Florida (the "Effective Time"). At the
Effective Time, (a) the holders of Twin Vee Inc. common stock received in the
Merger one share of Twin Vee Co. common stock in exchange for each 41.7128495
shares of Twin Vee Inc. common stock that they owned, for a maximum of 4,000,000
shares of Twin Vee Co. common stock (no fractional shares of Twin Vee Co. common
stock were issued) and (b) the 4,000,000 shares of Twin Vee Co. common stock
held by Twin Vee Inc. were canceled and retired. Each holder of shares of Twin
Vee Inc. common stock who would otherwise be entitled to a fraction of a share
of Twin Vee Co. common stock (after aggregating all fractional shares of Twin
Vee Co. common stock that otherwise would be received by such holder) will, in
lieu of such fraction of a share, be paid in cash the dollar amount (rounded to
the nearest whole cent), without interest, determined by multiplying such
fraction by $2.09, which is equal to the volume weighted average closing trading
price of a share of Twin Vee Co. common stock for the five consecutive trading
days ending immediately prior to December 5, 2022. After the Merger, Twin Vee
Co. had approximately 9,520,000 shares of common stock of Twin Vee Co.
outstanding, which is substantially the same as it was immediately prior to the
merger.
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 Company's Joint Proxy
Statement/Prospectus filed with the Securities and Exchange Commission (the
"SEC") on October 31, 2022, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
((a) Financial Statements of Businesses Acquired.
Twin Vee Powercats, Inc.'s audited and unaudited historical financial statements
and related notes thereto set forth in Annex C of the Joint Proxy
Statement/Prospectus are hereby incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information and related notes thereto set
forth under the caption "Unaudited Pro Forma Combined Consolidated Financial
Information of Twin Vee Co. and Twin Vee Inc." on pages 43 through 46 of the
Joint Proxy Statement/Prospectus are hereby incorporated by reference herein.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of September 8, 2022 by and among
Twin Vee PowerCats Co. and Twin Vee Powercats, Inc. (incorporated by
reference to Annex A to the Company's Joint Proxy Statement/Prospectus
filed with the SEC on October 31, 2022).
23.1 Consent of Grassi & Co., CPAs, P.C., Independent Registered Public
Accounting Firm.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses