DEF: Twin Vee PowerCats Proposes Nevada Reincorporation, Board Changes

Twin Vee PowerCats Co. announces its 2025 Annual Meeting of Stockholders to vote on director elections, auditor ratification, and a strategic reincorporation from Delaware to Nevada.

Summary

• The 2025 Annual Meeting of Stockholders will be held on Thursday, December 4, 2025, at 10:00 a.m. Eastern Time at the company's offices in Fort Pierce, Florida.
• Stockholders will vote on the election of two Class I directors, Larry Swets, Jr. and Carol Craig, each to serve a three-year term expiring at the 2028 Annual Meeting.
• The appointment of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025, is up for ratification.
• A proposal to approve the reincorporation of the company from the State of Delaware to the State of Nevada by conversion (the Nevada Reincorporation Proposal) will be voted upon.
• The record date for determining stockholders entitled to vote is October 15, 2025, with 2,237,299 shares of common stock outstanding.
• The Board of Directors unanimously recommends voting FOR all three proposals.

Sentiment

Score: 7

Explanation: The filing outlines strategic corporate governance changes and director nominations, which are generally positive for long-term stability and expertise. The proposed reincorporation to Nevada is presented as a move to enhance predictability and reduce litigation, which could be beneficial. However, changes in stockholder rights and anti-takeover provisions could be viewed with mixed sentiment by different investor groups.

Positives

• The proposed reincorporation to Nevada aims to provide a more predictable, statute-focused legal environment, potentially reducing costly litigation and offering greater corporate flexibility.
• The reincorporation is expected to eliminate the annual Delaware franchise tax, resulting in substantial long-term savings.
• New Class I director nominees, Larry Swets, Jr. and Carol Craig, bring extensive experience in financial services, public company leadership, aerospace, and defense.
• The company's common stock will continue to be traded on The Nasdaq Capital Market under the symbol VEEE, with no expected interruption in trading due to the reincorporation.

Negatives

• Reincorporation to Nevada will result in changes to stockholder rights, particularly regarding inspection rights, which are more limited under Nevada law compared to Delaware.
• Nevada law's codified fiduciary duties for directors and officers may offer broader protection from personal liability than Delaware law, potentially reducing avenues for stockholder litigation.
• Nevada's anti-takeover provisions, including a 10% interested stockholder threshold and up to a four-year moratorium on business combinations, are more stringent than Delaware's, potentially making hostile takeovers more difficult.
• The reincorporation process has incurred and will incur certain transaction costs and carries a potential risk of litigation.

Risks

• There is no assurance that the reincorporation will result in all the anticipated benefits, including increased predictability or the desired application of Nevada law.
• Stockholder inspection rights will be more limited under Nevada law, requiring higher ownership thresholds (e.g., 5% or 6-month holding period for stock ledger, 15% for books of account, though these do not apply to public companies filing SEC reports) compared to Delaware law.
• Nevada law permits directors and officers to consider a broader range of constituencies (e.g., employees, suppliers, community) in decision-making, which may diverge from Delaware's traditional emphasis on maximizing stockholder value.
• The legal landscape of corporate governance in both Delaware and Nevada is subject to future changes, which could impact the benefits or drawbacks of the reincorporation.
• The company may incur additional unanticipated costs or face litigation, regardless of merit, in connection with the reincorporation process.

Future Outlook

The Board anticipates effectuating or abandoning the Nevada Reincorporation by December 31, 2025, and will consider future changes in Delaware and Nevada law when making this determination. The company expects to continue operating under its current name and maintain its corporate headquarters in Florida, with no expected interruption in the trading of its common stock on Nasdaq.

Management Comments

• "We thank you for your continued support and look forward to speaking with you at the 2025 Annual Meeting." Joseph C. Visconti, Chief Executive Officer
• "The Board believes that reincorporating in Nevada is in the best interests of us and our stockholders."
• "Nevada can offer more predictability and certainty in decision-making because of its statute-focused legal environment."
• "Removing ambiguity resulting from the prioritization of judicial interpretation can offer our Board and management clearer guideposts for action that will benefit our stockholders."
• "The Board also considered the increasingly litigious environment in Delaware, which has engendered less meritorious and costly litigation and has the potential to cause unnecessary distraction to our directors and management team and potential delay in our response to the evolving business environment."

Industry Context

The proposed reincorporation from Delaware to Nevada reflects a broader trend among some companies seeking to optimize corporate governance and legal costs. While Delaware is known for its well-developed corporate case law, some companies are exploring other domiciles like Nevada, which offers a more statute-focused legal framework, potentially reducing exposure to certain types of litigation and providing greater clarity in corporate decision-making. This strategic move aims to enhance operational flexibility and potentially reduce legal expenses, aligning with efforts to streamline corporate structures in a dynamic business environment.

Comparison to Industry Standards

• Delaware is widely recognized as a premier jurisdiction for corporate domicile due to its extensive body of case law and judicial expertise, which provides predictability through precedent. Nevada's statute-focused approach, as outlined in NRS Chapter 78, aims to offer predictability through explicit codification, which some companies may prefer to mitigate perceived risks from Delaware's 'increasingly litigious environment.'
• Nevada's anti-takeover provisions, such as a 10% interested stockholder threshold and a moratorium of up to four years on business combinations, are more stringent than Delaware's (15% threshold and three-year moratorium under Section 203 of the DGCL). This could provide stronger defenses against hostile takeovers, a factor considered by many public companies.
• Nevada law allows directors to consider a broader range of stakeholders (e.g., employees, suppliers, creditors, customers, community, and society in general) in their decision-making, which differs from Delaware's traditional emphasis on maximizing stockholder value, unless the corporation is specifically incorporated as a public benefit corporation. This aligns with a growing trend in corporate social responsibility but may be viewed differently by investors focused solely on shareholder returns.
• Stockholder inspection rights are generally more limited under Nevada law, requiring specific ownership percentages (e.g., 5% for stock ledger, 15% for books of account) or holding periods (six months) for certain inspections. In contrast, Delaware law does not impose such thresholds for stockholders seeking to inspect books and records for a 'proper purpose,' making it generally easier for Delaware stockholders to exercise these rights.

Management Changes

Corporate Governance

Related Party Transactions

• The company leases its facility from Visconti Holdings, LLC, an entity owned and controlled by CEO Joseph Visconti, for $36,456 per month plus sales and use tax. The 5-year lease term expires December 31, 2025, with a 5-year renewal option that was exercised.
• The company provided management services to Forza X1, Inc. (now a wholly-owned subsidiary) under a Transition Services Agreement. For the period January 1, 2024, through the merger date of November 26, 2024, the company received a variable average monthly fee of $41,593, after which the fee ceased. Previously, the monthly fee was $6,800.
• Jim Leffew, former CEO of Forza, received $0 in 2024 and $36,000 in 2023 for consulting work for Twin Vee. Aqua Sport, a subsidiary, paid Mr. Leffew $0 in 2024 and $50,000 in 2023 for work to start up the Tennessee facility.
• Forza leased a duplex in Black Mountain, NC, from Jim Leffew (former President of Forza) for $2,500 per month. Lease expense was $7,500 in 2024 and $12,500 in 2023.
• On November 26, 2024, the company completed a merger with Forza X1, Inc., making Forza a wholly-owned subsidiary. Each outstanding share of Forza common stock was converted into 0.611666275 shares of Twin Vee common stock, and Forza stock options/warrants were converted into equivalent Twin Vee options/warrants.

Stakeholder Impact

• **Shareholders**: Will directly vote on significant corporate governance changes, including the composition of the Board and the company's legal domicile. The reincorporation could alter their rights, particularly concerning inspection of company records and protections against certain business combinations. Potential for long-term benefits from reduced legal costs and enhanced corporate flexibility.
• **Directors and Officers**: New director nominees bring diverse expertise to the Board. The proposed reincorporation to Nevada offers broader protection from personal liability for directors and officers compared to Delaware law, which could influence future recruitment and retention.
• **Employees**: No direct impact on jobs or the number of employees is mentioned as a result of the reincorporation. Employee benefit plans are expected to continue unchanged.
• **Customers, Suppliers, and Creditors**: The reincorporation is not expected to adversely affect any material contracts or obligations with third parties, ensuring continuity of business relationships.

Next Steps

• Stockholders will vote on the election of directors, ratification of the independent registered public accounting firm, and the Nevada Reincorporation Proposal at the 2025 Annual Meeting on December 4, 2025.
• The Board of Directors will decide to effectuate or abandon the Nevada Reincorporation by December 31, 2025, contingent on stockholder approval.
• The company intends to announce preliminary voting results at the 2025 Annual Meeting and publish final results in a Current Report on Form 8-K within four business days.
• Stockholders intending to present proposals for inclusion in the 2026 Annual Meeting proxy materials must submit them by June 27, 2026.

Key Dates

Recommendation

The filing primarily details procedural corporate governance matters, including director elections and a proposed reincorporation. While the reincorporation to Nevada aims for increased predictability and reduced litigation costs, it also introduces changes to stockholder rights and anti-takeover provisions that could be viewed with mixed sentiment. The new director nominations bring relevant experience. There are no immediate financial performance updates or significant strategic shifts that would warrant a strong buy or sell recommendation based solely on this proxy statement. Investors should hold and monitor the outcome of the proposals and future operational performance.

Keywords

Twin Vee PowerCats, SEC filing, DEF 14A, proxy statement, annual meeting, corporate governance, director election, Nevada reincorporation, Delaware reincorporation, auditor ratification, stock options, executive compensation, related party transactions, NASDAQ, VEEE