Item 1.01. Entry into a Material Definitive Agreement.
Initial Public Offering of Forza X1, Inc.
On August 16, 2022, Forza X1, Inc. ("Forza X1"), a subsidiary of Twin Vee
PowerCats Co. (the "Company"), consummated its initial public offering (the
"IPO") of 3,450,000 shares of its common stock at a public offering price of
$5.00 per share, generating gross proceeds of $17,250,000. The 3,450,000 shares
of common stock issued in the IPO included 450,000 shares issued pursuant to the
exercise in full by the underwriters of the over-allotment option. Forza X1's
shares of common stock commenced trading on the Nasdaq Capital Market on August
11, 2022 under the symbol "FRZA."
In connection with the IPO, on August 11, 2022, Forza X1 entered into an
underwriting agreement with ThinkEquity LLC, as representative of the
underwriters, a form of which was previously filed as an exhibit to Forza X1's
registration statement on Form S-1 (File No. 333-261884), which was declared
effective by the Securities and Exchange Commission (the "Commission") on August
11, 2022 (the "Registration Statement"). A copy of the final executed
underwriting agreement is included as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein in reference.
In connection with the closing of the IPO, Forza X1 entered into separate
indemnification agreements with each of its directors and executive officers.
The indemnification agreements, in addition to Forza X1's amended restated
certificate of incorporation and amended and restated bylaws, which became
effective upon the completion of the IPO, require Forza X1 to indemnify its
directors, executive officers and certain controlling persons to the fullest
extent permitted by Delaware law. A copy of the final form of indemnification
agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein in reference.
Transition Services Agreement
In connection with the closing of the IPO, the Company entered into a transition
services agreement (the "Transition Services Agreement") with Forza X1, pursuant
to which the Company will provide Forza X1, at the Company's cost, with certain
services, such as procurement, shipping, receiving, storage and use of the
Company's facility until Forza X1's new planned facility is completed. Forza
X1's ability to utilize the Company's manufacturing capacity pending completion
of Forza X1's own facility will be subject to its availability as determined by
the Company. The Transition Services Agreement operates on a month-to-month
basis.
The foregoing description of the Transition Services Agreement does not purport
to be complete and is qualified in its entirety by reference to a copy of the
Transition Services Agreement, which is included as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein in reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer
Upon the completion of the IPO, Carrie Gunnerson resigned as Forza X1's Chief
Financial Officer and Nicole Camacho was appointed as Forza X1's new Chief
Financial Officer. Ms. Gunnerson will remain as the full-time Chief Financial
Officer of the Company and make herself available to Forza X1's management,
including Ms. Camacho in her role as Chief Financial Officer, as needed.
2022 Stock Incentive Plan
In connection with the IPO, Forza X1 adopted the 2022 Plan, which became
effective immediately after the Registration Statement was declared effective by
the Commission on August 11, 2022. A description of the material terms of the
2022 Plan has previously been reported by Forza X1 in the Registration
Statement. A copy of the 2022 Plan, including the form of Incentive Plan Option
Agreement, form of Non-Qualified Stock Option Agreement, and form of Restricted
Stock Unit Agreement, is included as Exhibit 10.3 to this Current Report on Form
8-K and is incorporated herein in reference.
Visconti Employment Agreement
Upon the completion of the IPO, Forza X1 entered into a five-year employment
agreement with Mr. Visconti (the "Visconti Employment Agreement"). Under the
Visconti Employment Agreement, Mr. Visconti will serve as Forza X1's Executive
Chairman and Chief of Product Development. He will receive an annual base salary
of $75,000 and is eligible to receive an annual performance cash bonus with a
target amount equal to 100% of his annual base salary, based upon achievement of
performance goals established by the Compensation Committee of the Board. In
addition, as discussed below, immediately after the Registration Statement was
declared effective by the Commission, Mr. Visconti was granted a stock option to
purchase 400,000 shares of common stock under the 2022 Plan, which vests monthly
over a three-year period subject to continued employment through each vesting
date.
The Visconti Employment Agreement provides that Mr. Visconti is eligible to
participate in all benefit and fringe benefit plans generally made available to
Forza X1' s other executive officers.
The Visconti Employment Agreement provides that it will continue until
terminated (i) by mutual agreement; (ii) due to death or disability of Mr.
Visconti; (iii) by Mr. Visconti without good reason upon 90 days written notice
to Forza X1; (iv) by Forza X1 for cause (as defined in the Visconti Employment
Agreement); (v) by Forza X1 without cause; or (vi) by Mr. Visconti for good
reason (as defined in the Visconti Employment Agreement).
Pursuant to the Visconti Employment Agreement, Mr. Visconti is subject to a
one-year post-termination non-compete and non-solicit of employees and clients.
He is also bound by confidentiality provisions.
In the event of a termination by Forza X1 without cause or a termination by Mr.
Visconti for good reason other than in connection with a change in control, Mr.
Visconti will receive: an aggregate of twelve months of salary continuation at
his then-current base annual salary, paid out in equal installments over a six
month period; payment of any amount of annual bonus accrued for the year prior
to the date of termination; payment of the bonus Mr. Visconti would have
received based on the attainment of performance goals had he remained employed
through the end of the year of termination, pro-rated based on the number of
days in the termination year that Mr. Visconti was employed by Forza X1 (paid
when Forza X1's other senior executives receive payment of their annual
bonuses); reimbursement of COBRA premiums for up to twelve months; and full
vesting for any outstanding, unvested equity awards granted under the 2022 Plan.
Mr. Visconti's outstanding vested stock options in Forza X1 will generally
remain exercisable no longer than six months following such a termination.
In the event of a termination by Forza X1 without cause or a resignation by Mr.
Visconti for good reason within twelve months following a change in control, Mr.
Visconti will receive an aggregate of 18 months of salary continuation at his
then-current base annual salary, paid out in equal installments over a twelve
month period; payment of any amount of annual bonus accrued for the year prior
to the year of termination; payment of a pro-rated target annual bonus for the
year of termination based on the number of days in the termination year that Mr.
Visconti was employed by Forza X1; payment of one time his then-current target
annual bonus; reimbursement of COBRA premiums for up to 18 months; and full
vesting for any outstanding, unvested equity awards granted under the 2022 Plan.
Mr. Visconti's outstanding vested stock options will generally remain
exercisable no longer than six months following such a termination.
The receipt of any termination benefits described above is subject to Mr.
Visconti's execution of a release of claims in favor of Forza X1, a form of
which is attached as an exhibit to the Visconti Employment Agreement.
In the event of Mr. Visconti's termination due to death or disability, Mr.
Visconti will receive full vesting for any outstanding, unvested equity awards
granted under the 2022 Plan. Mr. Visconti's outstanding vested stock options
will generally remain exercisable no longer than six months following such a
termination.
The foregoing description of the Visconti Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to a copy of the
Visconti Employment Agreement, which is included as Exhibit 10.4 to this Current
Report on Form 8-K and is incorporated herein in reference.
Grant of Stock Options
After the closing of the IPO, Forza X1 granted under the 2022 Plan stock options
to purchase 400,000 shares of Forza X1's common stock to each of Joseph
Visconti, Forza X1's Executive Chairman and Chief of Product Development, and
Jim Leffew, Forza X1's President and Chief Executive Officer. Forza X1 also
issued under the 2022 Plan to each of Forza X1's three non-employee directors,
Marcia Kull, Neil Ross and Kevin Schuyler, stock options to purchase 5,500
shares of Forza X1's common stock. The stock options awarded to Messrs. Visconti
and Leffew vest pro rata on a monthly basis over 36 months, subject to the
officer's continuous service to Forza X1 on each applicable vesting date. The
stock options awarded to Ms. Kull and Messrs. Ross and Schuyler vest pro rata on
a monthly basis over 12 months, subject to the director's continuous service to
Forza X1 on each applicable vesting date. The options are exercisable for a
period of ten years from the date of grant and have an exercise price of $5.00
per share.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated August 11, 2022, by and between Forza
X1, Inc. and ThinkEquity LLC
10.1 Form of Indemnification Agreement
10.2 Transition Services Agreement, dated August 16, 2022, by and between
Forza X1, Inc. and Twin Vee PowerCats Co.
10.3 Forza X1, Inc. 2022 Stock Incentive Plan and form of Incentive Plan
Option Agreement, Non-Qualified Stock Option Agreement, and Restricted
Stock Unit Agreement
10.4 Employment Agreement, dated August 16, 2022, by and between Forza X1,
Inc. and Joseph C. Visconti
104 Cover Page Interactive Data File (embedded with the inline XBRL
document)
© Edgar Online, source Glimpses