As filed with the Securities and Exchange Commission
on August 27, 2024
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TWIN
VEE POWERCATS CO.
(Exact name of registrant as specified in its charter)
| Delaware |
|
2834 |
|
33-0505269 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joseph C. Visconti
Chief Executive Officer
Twin Vee PowerCats Co.
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies
to: |
Leslie
Marlow, Esq.
Hank Gracin, Esq.
Patrick Egan, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New
York, New York 10020
(212) 885-5000 |
Glenn
Sonoda, Esq.
General
Counsel
Forza X1, Inc.
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525 |
Approximate date of commencement of proposed sale
to the public: As soon as practicable after this Registration Statement becomes effective and the satisfaction or waiver of all other
conditions to the closing of the merger of Forza X1, Inc. and the Registrant as described in the Agreement and Plan of Merger dated as
of August [●], 2024.
If
the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer ☒ |
|
Smaller reporting
company ☒ |
| |
|
|
|
|
|
Emerging growth company
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to us ethe extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7 (a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate
the appropriate rule provision relied upon in conducting this transaction:
Exchange Act
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The information in this Joint Proxy
Statement/Prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This Joint Proxy Statement/Prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST
27, 2024
JOINT PROXY STATEMENT/PROSPECTUS
YOUR VOTE IS VERY IMPORTANT
To the Stockholders of Twin Vee PowerCats Co. and Forza X1, Inc.:
Twin Vee PowerCats Co., a Delaware corporation (“Twin
Vee”), Twin Vee Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Twin Vee (“Merger Sub”), and
Forza X1, Inc., a Delaware corporation (“Forza”), have entered into a merger agreement dated August 12, 2024 (the “Merger
Agreement”), which transaction is referred to as the “Merger”, pursuant to which Forza will merge with and into Merger
Sub and become a wholly owned subsidiary of Twin Vee. Forza is a minority-owned subsidiary of Twin Vee. Twin Vee and Forza believe that
the Merger will enhance stockholder value for both Twin Vee and Forza stockholders by (i) providing a method by which the Twin Vee stockholders
can more directly share in the growth of Forza and (ii) generating substantial cost savings and bolstering business efficiencies, including
elimination of duplicate administrative functions. Before the Merger can be completed, the stockholders of Twin Vee and Forza must provide
various approvals. Twin Vee stockholders will vote to, among other things, approve the issuance of shares of its common stock, par value
$0.001 per share (the “Twin Vee Common Stock”) to the Forza stockholders as set forth in the Merger Agreement at an annual
meeting of Twin Vee stockholders to be held on _____, 2024. Forza stockholders will vote to approve and adopt the Merger Agreement and
the other transactions and matters described below at an annual meeting of Forza stockholders to be held on ______, 2024. Twin Vee, in
its capacity as a principal stockholder of Forza, has agreed to vote the shares of common stock, par value $0.001 per share, of Forza
(the “Forza Common Stock”) held by it for the approval and adoption of the Merger only if a majority of the other stockholders
of Forza present in person or by proxy at the Forza Annual Meeting vote to approve and adopt the Merger.
At the closing of the Merger, the holders of Forza Common Stock will receive
0.611666275 shares of Twin Vee Common Stock (the “Exchange Ratio”) in exchange for each share of Forza Common Stock that they
own on the effective date of the Merger for a maximum of 5,355,000 shares of Twin Vee Common Stock (no fractional shares of Twin Vee Common
Stock will be issued) and the 7,000,000 shares of Forza Common Stock held by Twin Vee will be cancelled. After the Merger, Twin Vee will
have 14,875,000 shares of Twin Vee Common Stock outstanding. The Exchange Ratio was negotiated so that the pre-closing stockholders of
each of Twin Vee and Forza would beneficially own approximately 64% and 36%, respectively of the outstanding shares of Twin Vee Common
Stock following the closing of the Merger and not counting for purposes of the computation any outstanding options to purchase shares
of Forza Common Stock or any outstanding warrants to purchase shares of Forza Common Stock. Accordingly, at the closing of the Merger:
(i) each outstanding share of Forza Common Stock (other than shares held by Twin Vee) will be converted into 0.611666275 of a share
of Twin Vee Common Stock, (ii) each outstanding stock option exercisable for shares of Forza Common Stock that is outstanding at
the effective time of the Merger (the “Effective Time”), whether vested or unvested, will be assumed by Twin Vee and converted
into a stock option to purchase the number of shares of Twin Vee Common Stock that the holder would have received if such holder had exercised
such stock option to purchase shares of Forza Common Stock prior to the Merger and exchanged such shares for shares of Twin Vee Common
Stock in accordance with the Exchange Ratio, (iii) each outstanding warrant to purchase shares of Forza Common Stock will be assumed by
Twin Vee and converted into a warrant to purchase the number of shares of Twin Vee Common Stock that the holder would have received if
such holder had exercised such warrant to purchase shares of Forza Common Stock prior to the Merger and exchanged such shares for shares
of Twin Vee Common Stock in accordance with the Exchange Ratio, and (iv) the 7,000,000 shares of Forza Common Stock held by Twin Vee will
be cancelled. For a more complete description of the Exchange Ratio, see the section titled “The Merger Agreement—Exchange
Ratio” in this Joint Proxy Statement/Prospectus.
Twin Vee Common Stock is currently listed on the Nasdaq Capital Market
(the “Nasdaq”), under the symbol “VEEE.” Prior to the closing of the Merger, Twin Vee intends to file with Nasdaq
a notification form for the listing of additional shares with respect to the shares of Twin Vee Common Stock to be issued to the Forza
stockholders in the Merger so that these shares will be listed on the Nasdaq following the Merger. After the closing of the Merger, the
combined company is expected to trade on Nasdaq under the symbol “VEEE”. On August [●], 2024, the most recent practicable
trading day prior to the printing of this Joint Proxy Statement/Prospectus, the closing price of Twin Vee Common Stock was $[●]
per share. The market price of the Twin Vee Common Stock may fluctuate before the completion of the Merger, therefore, you are urged to
obtain current market quotations for Twin Vee Common Stock. Twin Vee expects to issue a maximum of 5,355,000 shares of Twin Vee Common
Stock in the Merger upon completion of the Merger. No fractional shares of Twin Vee Common Stock will be issued to any stockholder of
Forza upon completion of the Merger. The holder of shares of Forza Common Stock who would otherwise be entitled to a fraction of Twin
Vee Common Stock (after aggregating all fractional shares of Twin Vee Common Stock that otherwise would be received by such holder), will,
in lieu of such fraction of a share, be rounded down to the nearest whole share. We anticipate that the closing of the Merger will occur
not later than three business days following the affirmative vote of Twin Vee stockholders and Forza stockholders.
Forza Common Stock is currently listed on Nasdaq under
the symbol “FRZA.” On August [●], 2024, the most recent practicable trading day prior to the printing of this Joint
Proxy Statement/Prospectus, the closing price of Forza Common Stock was $[●] per share. The market price of the Forza Common Stock
may fluctuate before the completion of the Merger, therefore, you are urged to obtain current market quotations for Forza Common Stock.
If the Merger is completed, Forza Common Stock will be delisted from Nasdaq and there will no longer be a trading market for Forza Common
Stock as of such date. In addition, promptly following the closing of the Merger, Forza Common Stock will be deregistered under the Exchange
Act and Forza will no longer file periodic reports with the Securities and Exchange Commission (the “SEC”).
Twin Vee is asking stockholders of Twin Vee to
approve the issuance of the shares of Twin Vee Common Stock to the Forza stockholders as set forth in the Merger Agreement (the
“Stock Issuance Proposal”) at the annual meeting of Twin Vee stockholders to take place on_______, 2024 (the “Twin
Vee Annual Meeting”), at 10:00 a.m. Eastern Time, at the offices of Twin Vee, 3101 S. U.S. Highway 1, Fort Pierce, Florida. At
the Twin Vee Annual Meeting, Twin Vee stockholders will also be asked to vote on the Twin Vee director nominees, to ratify the
appointment of Grassi & Co., CPAs, P.C. as Twin Vee’s independent registered public accounting firm for its fiscal year
ending on December 31, 2024, to approve an amendment to Twin Vee’s Certificate of Incorporation, at the discretion of the
Board of Directors of Twin Vee (the “Twin Vee Board of Directors”), to effect a reverse stock split (the “Twin Vee
Reverse Stock Split”) with respect to the issued and outstanding shares of Twin Vee Common Stock (the “Twin Vee Reverse
Stock Split Proposal”), to approve an amendment to the Twin Vee PowerCats Co. Amended and Restated 2021 Stock Incentive Plan
(the “Twin Vee 2021 Plan”) to increase the number of shares of Twin Vee Common Stock available for issuance under the
Twin Vee 2021 Plan by 1,000,000 shares to 3,171,800 shares (the “Plan Increase Proposal”); and approval to adjourn the
meeting if necessary to continue to solicit votes in favor of the Stock Issuance Proposal, Plan Increase Proposal and/or the Twin
Vee Reverse Stock Split Proposal.
Forza is asking stockholders of Forza to adopt and
approve the Merger Agreement and the Merger (the “Merger Proposal”) at an annual meeting of Forza stockholders to take place
on _______, 2024 (the “Forza Annual Meeting”), at 10:30 a.m. Eastern Time, at the offices of Forza, 3101 S. U.S. Highway 1,
Fort Pierce, Florida 34982. At the Forza Annual Meeting, Forza stockholders will also be asked to vote on the Forza director nominees,
to ratify the appointment of Grassi & Co., CPAs, P.C. as Forza’s independent registered public accounting firm for its fiscal
year ending on December 31, 2024, to approve an amendment to Forza’s Amended and Restated Certificate of Incorporation, at the discretion
of the Board of Directors of Forza (the “Forza Board of Directors”), to effect a reverse stock split (the “Forza Reverse
Stock Split”) with respect to the issued and outstanding shares of Forza Common Stock (the “Forza Reverse Stock Split Proposal”),
and approval to adjourn the meeting if necessary to continue to solicit votes in favor of the Merger Proposal and/or the Forza Reverse
Stock Split Proposal. If the Merger is effected, all of the Forza board members, other than Joseph Visconti, will resign as members of
the Forza Board of Directors and the Forza Reverse Stock Split will be abandoned.
After careful consideration, the Twin Vee Board of Directors and Forza Board
of Directors have unanimously approved the Merger Agreement and the respective proposals referred to above, and each of the Twin Vee Board
of Directors and Forza Boards of Directors has determined that it is advisable to enter into the Merger. The Twin Vee Board of Directors
recommends that Twin Vee stockholders vote “FOR” the respective proposals described in the accompanying Joint Proxy
Statement/Prospectus. The Merger cannot be completed unless Twin Vee stockholders approve the issuance of the shares of Twin Vee Common
Stock to the Forza stockholders as set forth in the Merger Agreement (the “Stock Issuance Proposal”) and Forza stockholders
adopt and approve the Merger and the Merger Agreement (the “Merger Proposal”).
PLEASE GIVE ALL OF THE DETAILED INFORMATION ON
TWIN VEE, FORZA AND THE MERGER CONTAINED IN THE JOINT PROXY STATEMENT/PROSPECTUS YOUR CAREFUL ATTENTION, ESPECIALLY THE DISCUSSION IN
THE SECTION ENTITLED “RISK FACTORS” IN THIS JOINT PROXY STATEMENT/PROSPECTUS.
Neither the Securities and Exchange Commission
nor any state securities regulators has approved or disapproved the Twin Vee Common Stock to be issued under this Joint Proxy Statement/Prospectus
or passed upon the adequacy or accuracy of this Joint Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.
This Joint Proxy Statement/Prospectus is not an
offer to sell Twin Vee Common Stock and Twin Vee is not soliciting an offer to buy Forza Common Stock in any state where the offer or
sale is not permitted.
On behalf of the Twin Vee Board of Directors and the
Forza Board of Directors, we thank you for your support.
| Joseph C.
Visconti |
Daniel Norton
|
| Chief Executive
Officer |
President |
| Twin Vee PowerCats Co. |
Forza X1, Inc. |
Joint Proxy Statement/Prospectus dated August [●],
2024 and to be mailed on or around August [●], 2024.
Please also see “Where You Can Find More Information”.
ADDITIONAL INFORMATION
Stockholders may also consult Twin Vee’s or
Forza’s websites for more information concerning the Merger described in this Joint Proxy Statement/Prospectus and each of the parties
thereto. Twin Vee’s website is www.twinvee.com and Forza’s website is www.forzax1.com. Information included on these websites
is not incorporated by reference into this Joint Proxy Statement/Prospectus.
This Joint Proxy Statement/Prospectus is dated August
[●], 2024 and is first being mailed to the stockholders of Forza and the stockholders of Twin Vee on or about August [●],
2024.
Twin Vee PowerCats Co.
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525
Forza X1, Inc..
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
TWIN VEE POWERCATS CO.
TO BE HELD ON _________, 2024
To the Stockholders of Twin Vee PowerCats Co. (“Twin
Vee”):
The annual meeting of stockholders of Twin Vee (the
“Twin Vee Annual Meeting”), a Delaware corporation, will be held on _________, 2024, at 10:00 a.m., Eastern Time, at the offices
Twin Vee, 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982, for the following purposes:
1. To
consider and vote upon a proposal to approve the issuance of shares of Twin Vee Common Stock pursuant to the Agreement and Plan of Merger,
dated as of August 12, 2024, by and between Twin Vee, Twin Vee Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Twin Vee, and Forza X1, Inc. (the “Merger Agreement”), which transaction is referred to as the “Merger,” as described
in the attached Joint Proxy Statement/Prospectus, a copy of which is attached as Annex A to the Joint Proxy Statement/Prospectus
(the “Stock Issuance Proposal”);
2. To elect the two (2) nominees
for Class III director named in the accompanying Joint Proxy Statement/Prospectus to the Board of Directors of Twin Vee (the “Twin
Vee Board of Directors”), each to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders and until such director’s
successor is duly elected and qualified (provided, however, that if the Merger is completed, the Twin Vee Board of Directors will be reconstituted
as provided in the Merger Agreement);
3. To ratify the appointment of
Grassi & Co., CPAs, P.C. as Twin Vee’s independent registered public accounting firm for its fiscal year ending on December
31, 2024;
4. To consider and vote upon a
proposal to approve an amendment to Twin Vee’s Certificate of Incorporation, in substantially the form attached to the accompanying
Joint Proxy Statement/Prospectus as Annex B, at the discretion of the Twin Vee Board of Directors of to effect a reverse stock
split with respect to the issued and outstanding shares of Twin Vee Common Stock, at a ratio of 1-for-2 to 1-for-20, with the ratio within
such range to be determined at the discretion of the Twin Vee Board of Directors and included in a public announcement, subject to the
authority of the Twin Vee Board of Directors to abandon such amendment (the “Twin Vee Reverse Stock Split Proposal”);
5. To consider and vote upon a proposal to approve an amendment to the Twin Vee
PowerCats Co. Amended and Restated 2021 Stock Incentive Plan (the “Twin Vee 2021 Plan”), in substantially the form attached
to the accompanying Joint Proxy Statement/Prospectus as Annex D, to increase the number of shares of Twin Vee Common Stock available
for issuance under the Twin Vee 2021 Plan by 1,000,000 shares to 3,171,800 shares (the “Plan Increase Proposal”);
6. To consider and vote upon a
proposal to adjourn the Twin Vee Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not
sufficient votes in favor of the Stock Issuance Proposal, the Twin Vee Reverse Stock Split Proposal and/or the Plan Increase Proposal;
and
7. To transact such other business
as may properly come before the Twin Vee Annual Meeting or any adjournment or postponement thereof.
The Twin Vee Board of Directors has fixed August [●],
2024 as the record date (the “Twin Vee Record Date”) for the determination of stockholders entitled to notice of, and to vote
at, the Twin Vee Annual Meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the
Twin Vee Record Date are entitled to notice of, and to vote at, the Twin Vee Annual Meeting. Only stockholders or their proxy holders
and Twin Vee guests may attend the meeting. A list of stockholders entitled to vote will be made available at the Twin Vee Annual Meeting
and will be available at the offices of Twin Vee, 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982 for ten days before the meeting.
At the close of business on the Twin Vee Record Date, there were 9,520,000 shares of Twin Vee Common Stock outstanding and entitled to
vote.
| August [●], 2024 |
Joseph C. Visconti, Chief Executive Officer |
Your vote is important.
You are urged to attend the Twin Vee Annual Meeting
in person, but if you are unable to do so, the Twin Vee Board of Directors would appreciate you submitting a proxy to have your shares
votes as promptly as possible by using the internet or by returning by mail the enclosed proxy card, dated and signed.
Twin Vee PowerCats Co.
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
FORZA X1, INC.
TO BE HELD ON _________, 2024
To the Stockholders of Forza X1, Inc. (“Forza”):
The annual meeting of stockholders of Forza (the “Forza
Annual Meeting”), a Delaware corporation, will be held on _________, 2024, at 10:30 a.m., Eastern Time, at the offices of Forza,
3101 S. U.S. Highway 1, Fort Pierce, Florida 34982, for the following purposes:
1. To
consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, dated as of August 12, 2024, by and between Twin
Vee PowerCats Co., Twin Vee Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Twin Vee, and Forza (the “Merger
Agreement”), which transaction is referred to as the “Merger,” as described in the attached Joint Proxy Statement/Prospectus,
a copy of which is attached as Annex A to the Joint Proxy Statement/Prospectus (the “Merger Proposal”)
2. To elect the one (1) nominee
for Class II director named in the accompanying Joint Proxy Statement/Prospectus to the Board of Directors of Forza (the “Forza
Board of Directors”), to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders and until such director’s
successor is duly elected and qualified (provided, however, if the Merger is effected, all of the Forza board members, other than Joseph
Visconti, will resign as members of the Forza Board of Directors);
3. To ratify the appointment of
Grassi & Co., CPAs, P.C. as Forza’s independent registered public accounting firm for its fiscal year ending on December 31,
2024;
4. To consider and vote upon a
proposal to approve an amendment to Forza’s Amended and Restated Certificate of Incorporation, in substantially the form attached
to the accompanying proxy statement as Annex B-1, at the discretion of the Forza Board of Directors, to effect a reverse stock
split (the “Forza Reverse Stock Split”) with respect to the issued and outstanding shares of Forza Common Stock, including
stock held by Forza as treasury shares, at a ratio of 1-for-2 to 1-for-20, with the ratio within such range to be determined at the discretion
of the Forza Board of Directors and included in a public announcement, subject to the authority of the Forza Board of Directors to abandon
such amendment (the “Forza Reverse Stock Split Proposal”) (If the Merger is effected, the Forza Reverse Stock Split will be
abandoned);
5. To consider and vote upon an
adjournment of the meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor
of the Merger Proposal and/or the Forza Reverse Stock Split Proposal; and
6. To transact such other business
as may properly come before the meeting or any adjournment or postponement thereof.
The Forza Board of Directors has fixed August [●],
2024 as the record date (the “Forza Record Date”) for the determination of stockholders entitled to notice of, and to vote
at, the Forza Annual Meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the
Forza Record Date are entitled to notice of, and to vote at, the Forza Annual Meeting. Only stockholders or their proxy holders and Forza
guests may attend the meeting. A list of stockholders entitled to vote will be made available at the Forza Annual Meeting and will be
available at the offices of Forza, 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982, for ten days before the meeting. At the close of
business on the Forza Record Date, there were 15,754,774 shares of Forza Common Stock outstanding and entitled to vote.
| |
Joseph
Visconti, Interim Chief Executive Officer |
August
[●], 2024
|
|
Your vote is important.
You are urged to attend the Forza Annual Meeting
in person, but if you are unable to do so, the Forza Board of Directors would appreciate you submitting a proxy to have your shares votes
as promptly as possible by using the internet or the designated toll-free telephone number or by returning by mail the enclosed proxy
card, dated and signed.
Forza X1, Inc.
3101 S. U.S. Highway 1
Fort Pierce, Florida 34982
(772) 429-2525
ABOUT THIS JOINT PROXY
STATEMENT/PROSPECTUS
This Joint Proxy Statement/Prospectus,
which forms part of a registration statement on Form S-4 filed with the SEC by Twin Vee (File No. 333-[●]), constitutes a prospectus
of Twin Vee under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of
Twin Vee Common Stock to be issued pursuant to the Merger Agreement, as described in this Joint Proxy Statement/Prospectus. This document
also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), with respect to the Twin Vee Annual Meeting, at which Twin Vee stockholders will be asked to consider and
vote on, among other matters, a proposal to approve the issuance of shares of Twin Vee Common Stock pursuant to the Merger Agreement.
This document also serves as a notice of meeting and a proxy statement with respect to the Forza Annual Meeting, at which Forza stockholders
will be asked to consider and vote on, among other matters, a proposal to adopt the Merger and Merger Agreement.
No one has been authorized
to provide you with information that is different from that contained in, or incorporated by reference into, this Joint Proxy Statement/Prospectus.
This Joint Proxy Statement/Prospectus is dated August [●], 2024. The information contained in this Joint Proxy Statement/Prospectus
is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document,
unless the information specifically indicates that another date applies.
This Joint Proxy Statement/Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction
in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
The information concerning
Twin Vee contained in this Joint Proxy Statement/Prospectus has been provided by Twin Vee, and the information concerning Forza contained
in this Joint Proxy Statement/Prospectus has been provided by Forza.
TABLE OF CONTENTS
| Forum Selection |
|
143 |
| Anti-Takeover
Provisions |
|
144 |
| Limitations
on Liability and Indemnification of Twin Vee’s Officers and Directors |
|
145 |
| Dissenters’
Rights of Appraisal and Payment |
|
145 |
| Stockholders’
Derivative Actions |
|
146 |
| Transfer
Agent and Registrar |
|
146 |
| Trading
Symbol and Market |
|
146 |
| DESCRIPTION
OF FORZA CAPITAL STOCK |
|
147 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED |
|
147 |
| General |
|
147 |
| Common
Stock |
|
147 |
| Forum
Selection |
|
147 |
| Anti-Takeover
Provisions |
|
148 |
| Limitations
on Liability and Indemnification of Forza’s Officers and Directors |
|
149 |
| Dissenters’
Rights of Appraisal and Payment |
|
149 |
| Stockholders’
Derivative Actions |
|
149 |
| Transfer
Agent and Registrar |
|
150 |
| Trading
Symbol and Market |
|
150 |
| COMPARISON
OF RIGHTS OF HOLDERS OF TWIN VEE COMMON STOCK AND FORZA X1, INC. COMMON STOCK |
|
150 |
| TWIN
VEE ANNUAL MEETING PROPOSALS |
|
161 |
| TWIN
VEE PROPOSAL NO. 1 - APPROVAL OF THE ISSUANCE OF SHARES OF TWIN VEE COMMON STOCK PURSUANT TO THE TERMS OF THE MERGER AGREEMENT |
|
161 |
| TWIN
VEE PROPOSAL NO. 2 - TWIN VEE ELECTION OF DIRECTORS PROPOSAL |
|
162 |
| TWIN
VEE PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
163 |
| TWIN
VEE PROPOSAL NO. 4 - ADOPTION AND APPROVAL OF THE TWIN VEE REVERSE STOCK SPLIT PROPOSAL |
|
166 |
| TWIN
VEE PROPOSAL NO. 5 - AMENDMENT TO THE TWIN VEE POWERCATS CO. 2021 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE THEREUNDER BY 1,000,000 SHARES TO 3,171,800 SHARES |
|
177 |
| TWIN
VEE PROPOSAL NO. 6 - ADJOURNMENT OF THE TWIN VEE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES IN FAVOR OF TWIN VEE PROPOSAL NO. 3, TWIN VEE PROPOSAL NO. 4 AND/OR TWIN VEE PROPOSAL NO. 5 |
|
187 |
| FORZA
ANNUAL MEETING PROPOSALS |
|
188 |
| FORZA
PROPOSAL NO. 1 - APPROVAL OF THE MERGER AND THE MERGER AGREEMENT |
|
188 |
| FORZA
PROPOSAL NO. 2 - ELECTION OF DIRECTORS |
|
189 |
| FORZA
PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
190 |
| FORZA
PROPOSAL NO. 4 - ADOPTION AND APPROVAL OF THE FORZA REVERSE STOCK SPLIT PROPOSAL |
|
193 |
| FORZA
PROPOSAL NO. 5 - ADJOURNMENT OF THE FORZA ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
IN FAVOR OF PROPOSAL NO. 3 AND/OR PROPOSAL NO. 4 |
|
204 |
| CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS |
|
205 |
| Twin
Vee |
|
205 |
| Indemnification |
|
206 |
| Twin
Vee’s Policy Regarding Related Party Transactions |
|
207 |
| Director
Independence |
|
207 |
| Forza |
|
207 |
| Indemnification |
|
208 |
| Assignment
of Assets Agreement; Assignment of Intellectual Property |
|
208 |
| Assignment
of Land Contract |
|
209 |
| Transition
Services Agreement |
|
209 |
| Forza’s
Policy Regarding Related Party Transactions |
|
209 |
| Director
Independence |
|
210 |
| CONFLICTS
OF INTEREST |
|
210 |
| HOUSEHOLDING
OF PROXY MATERIALS |
|
210 |
| OTHER
MATTERS |
|
210 |
| APPRAISAL
RIGHTS |
|
210 |
| FUTURE
TWIN VEE STOCKHOLDER PROPOSALS |
|
211 |
| FUTURE
FORZA STOCKHOLDER PROPOSALS |
|
211 |
| LEGAL
MATTERS |
|
212 |
| EXPERTS |
|
212 |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
|
212 |
PROSPECTUS SUMMARY
This summary highlights
selected information from this Joint Proxy Statement/Prospectus and may not contain all of the information that is important to you. To
better understand the Merger, the proposals being considered at the Twin Vee Annual Meeting and the Forza Annual Meeting, you should read
this entire Joint Proxy Statement/Prospectus carefully, including the Merger Agreement and the other annexes to which you are referred
to herein. For more information, please see the section titled “Where You Can Find More Information.”
The Parties
Twin Vee PowerCats Co.
3101 S. US-1
Ft. Pierce, Florida 34982
Twin Vee is a designer, manufacturer
and marketer of recreational and commercial power boats. Twin Vee believes it has been an innovator in the recreational and commercial
power catamaran industry. Twin Vee currently has 13 gas-powered models in production ranging in size from its 20-foot mono hull, single
engine, center console to its newly designed 40-foot offshore 400 GFX catamaran, quad engines. While Twin Vee’s twin-hull catamaran
running surface, known as a symmetrical catamaran hull design, adds to the Twin Vee ride quality by reducing drag, increasing fuel efficiency,
and offering users a stable riding boat, its new mono hull line addresses the largest portion of the overall market.
Twin Vee has organized its business into three operating segments: (i) its gas-powered
boat segment which manufactures and distributes gas-powered boats under the Twin Vee and AquaSport names; (ii) its electric-powered boat
segment which is developing fully electric boats, through its publicly minority owned subsidiary, Forza; and (iii) its franchise segment
which is developing a franchise business model.
Twin Vee’s gas-powered boats allow consumers
to use them for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including
transportation, eco tours, fishing and diving expeditions. Twin Vee believes that the performance, quality and value of its boats positions
it to achieve its goal of increasing Twin Vee’s market share and expanding the power catamaran boating market. Twin Vee currently
primarily sells its boats through a current network of 23 independent boat dealers in 37 locations across North America and the Caribbean
who resell Twin Vee’s boats to the end user Twin Vee and AquaSport customers. Twin Vee continues recruiting efforts for high quality
boat dealers and seek to establish new dealers and distributors domestically and internationally to distribute its boats as it grows its
production and introduce new models. Twin Vee’s gas-powered boats are currently outfitted with gas-powered outboard combustion engines.
During the first half of 2024, Twin Vee experienced
a significant reduction in demand for its products, as has been experienced throughout the boating industry. Total units sold in the quarter
were 32 compared to 54 in the first quarter of 2023, a 41% reduction, in line with the 41% reduction in revenue over the same period.
Twin Vee’s objectives have been to add new, larger boat models including a new line of GFX2 models, expand its dealers and distribution
network, and increase unit production to fulfill its customer and dealer orders. Twin Vee has also added its monohull line, shipping its
first model of the monohull, the 22-foot, in February of 2023. The combination of fewer but larger Twin Vee units combined with the new
monohull models resulted in a flat average selling price in the first quarter of 2024 compared to the prior year quarter.
Due to the growing demand for sustainable, environmentally
friendly electric and alternative fuel commercial and recreational vehicles, Forza, is designing and developing a line of electric-powered
boats. Forza’s electric boats are being designed as fully integrated electric boats including the hull, outboard motor and control
system. To date, Forza has built-out and tested multiple Forza company units, including: three offshore-style catamarans, two bay boat-style
catamarans, one deck boat and three 22-foot center console (F22) monohulls.
Twin Vee is a Delaware corporation headquartered
in Fort Pierce, Florida. Twin Vee Common Stock is traded on the Nasdaq Capital Market under the symbol “VEEE.”
For additional information
regarding Twin Vee, please refer to its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Twin
Vee 2023 Annual Report”), as filed with the SEC and incorporated by reference into this Joint Proxy Statement/Prospectus, as well
as Twin Vee’s other filings with the SEC. For more information, please see the section titled “Where You Can Find More
Information.”
Forza X1, Inc.
3101 S. US-1
Ft. Pierce, Florida 34982
Forza was founded with a
mission to inspire the adoption of sustainable recreational boating by producing stylish electric sport boats designed
to offer a cleaner, quieter, and more efficient alternative to traditional gasoline-powered boats. Forza has been focused on the
creation, implementation and sale of electric boats utilizing its electric vehicle (“EV”) technology to control and power
its boats and proprietary outboard electric motor.
Forza has not completed the
development of its electric boats or electric outboard motor. Three different protypes of the electric boat have been built. Forza has
completed the design phase of its outboard motor and it is now in the prototype phase.
Approximately 44.4% of
the outstanding Forza Common Stock is owned by Twin Vee.
Industry Trends
The past year has seen a marked deceleration in the
global demand for recreational marine vehicles, influenced heavily by economic uncertainties and shifting consumer priorities. This slowdown
reflects broader trends affecting the recreational vehicle industries at large, including electric vehicles (EVs). Notably, the global
shift towards EV adoption has been much slower than initially anticipated. Several leading automotive manufacturers have adjusted their
strategies, accordingly, including halting the construction of dedicated EV factories.
The slower-than-expected adoption rates have led to
cautious consumer spending and investment in EV technology, directly impacting the electric boat market. Specifically, the electric boat
segment has experienced even more sluggish growth than the automotive sector. In addition, while Forza’s electric boats are still
in the development stage, many of the larger players in the boat industry, such as Mercury Marine, have completed their development efforts
and have brought their electric outboard motors to market.
Despite these challenges, Twin Vee and Forza have
managed to sustain operations through strategic adjustments, including cost management and a focus on strategic partnerships. Twin Vee
and Forza have each implemented measures that have reduced cash burn and conserved cash reserves while seeking to leverage its technological
advancements through strategic collaborations and partnerships to enhance shareholder value. Twin Vee and Forza have responded to the
industry challenges by tightening its financial reins to mitigate the impacts of reduced demand with a view toward long-term sustainability.
Forza is enacting the following key measures:
| |
1. |
Capital
Expenditure Reduction: With the exception of Forza’s new facility, capital expenditures have been significantly curtailed,
focusing only on essential maintenance and strategically critical projects. Non-essential development has been postponed or re-evaluated
based on stringent ROI analyses. |
| |
2. |
Workforce
Optimization: Although a difficult decision, Forza has optimized Forza’s workforce to align with current production needs and
financial realities. This includes a temporary freeze on hiring and, regrettably, reductions in areas where the workload has decreased.
These measures are designed to preserve as many jobs as possible while maintaining financial viability. |
| |
3. |
Expense
Management: Forza is scrutinizing all expenses, from administrative to marketing, ensuring that only those that are essential and
offer clear value are maintained or increased. This has also involved renegotiating contracts and seeking better terms from suppliers
to reduce costs without compromising quality. |
Twin Vee Merger Sub, Inc.
3101 S. US-1
Ft. Pierce, Florida 34982
Twin Vee Merger Sub, Inc., a Delaware corporation
(“Merger Sub”), is a wholly owned subsidiary of Twin Vee and was formed on August 12, 2024 solely for the purposes of carrying
out the Merger.
Overview of the Merger Agreement and Agreements
Related to the Merger Agreement
The Merger Agreement
If the Merger is consummated,
Merger Sub will merge with and into Forza with Forza surviving the Merger as a wholly owned subsidiary of the combined company. A copy
of the Merger Agreement is attached as Annex A to this Joint Proxy Statement/Prospectus and is incorporated herein by reference.
Twin Vee and Forza encourage you to read the entire merger agreement carefully because it is the principal document governing the merger.
We currently expect that the Merger will be completed during the fourth quarter of 2024. However, we cannot predict the actual timing
of the completion of the Merger.
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, if the Merger is completed,
at the Effective Time (i) each outstanding share of Forza Common Stock (other than shares held by Twin Vee) will be converted into
the right to receive 0.611666275 shares of Twin Vee Common Stock (the “Exchange Ratio”), (ii) each outstanding stock
option exercisable for shares of Forza Common Stock that is outstanding at the Effective Time, whether vested or unvested, will be assumed
by Twin Vee and converted into a stock option to purchase the number of shares of Twin Vee Common Stock that the holder would have received
if such holder had exercised such stock option for shares of Forza Common Stock prior to the Merger and exchanged such shares for Twin
Vee Common Stock in accordance with the Exchange Ratio, (iii) each outstanding warrant to purchase shares of Forza Common Stock will be
assumed by Twin Vee and converted into a warrant to purchase the number of shares of Twin Vee Common Stock that the holder would have
received if such holder had exercised such warrant for shares of Forza Common Stock prior to the Merger and exchanged such shares for
Twin Vee Common Stock in accordance with the Exchange Ratio, subject to adjustment for any reverse stock split, and (iv) the 7,000,000
shares of Forza Common Stock held by Twin Vee will be cancelled.
Under the Exchange Ratio formula in the Merger Agreement, as of immediately after
the Merger as provided for in the Merger Agreement, the pre-closing Forza stockholders (other than Twin Vee) are expected to own approximately
36% of the Post-Closing Shares, and the stockholders of Twin Vee as of immediately prior to the Merger are expected to own approximately
64% of the aggregate number of Post-Closing Shares, as defined below. The 7,000,000 shares of Forza Common Stock held by Twin Vee will
be cancelled. The Exchange Ratio formula in the Merger Agreement was negotiated so that the pre-closing stockholders of each
of Twin Vee and Forza (excluding Twin Vee as a Forza stockholder) would beneficially own approximately 64% and 36% of the aggregate number
of shares of common stock of the combined company outstanding immediately following the Effective Time (the “Post-Closing Shares”),
subject to (i) not counting for purposes of the computation any outstanding options to purchase shares of Twin Vee Common Stock or
any outstanding options to purchase shares of Forza Common Stock or (ii) any warrants to purchase Twin Vee Common Stock or any warrants
to purchase Forza Common Stock. Accordingly, any outstanding options or warrants to purchase shares of Twin Vee Common Stock and Forza
Common Stock were not reflected in the computation of the Exchange Ratio. On a fully diluted basis, taking into all outstanding warrants
and options the pre-closing Forza stockholders are expected to own approximately 34.3% of the outstanding securities of Twin Vee after
the Merger, and the stockholders of Twin Vee are expected to own approximately 65.3% of the aggregate number of the outstanding securities
of Twin Vee after the Merger. The Exchange Ratio has been fixed. For a more complete description of the Exchange Ratio, see the section
titled “The Merger Agreement—Exchange Ratio” in this Joint Proxy Statement/Prospectus.
The Merger Agreement does
not include a price-based termination right, and there will be no adjustment to the total number of shares of Twin Vee Common Stock that
Forza securityholders will be entitled to receive for changes in the market price of Twin Vee Common Stock or Forza Common Stock. Accordingly,
the market value of the shares of Twin Vee Common Stock issued pursuant to the Merger Agreement will depend on the market value of the
shares of Twin Vee Common Stock at the time the Merger closes and could vary significantly from the market value on the date of this Joint
Proxy Statement/Prospectus. On [●], 2024, the last trading day before the date of this Joint Proxy Statement/Prospectus, the closing
sale price of Twin Vee Common Stock was $[●] per share and the closing price of Forza Common Stock was $[●] per share.
Treatment of Twin Vee Stock Options
All options to purchase shares
of Twin Vee Common Stock will remain outstanding immediately after the Effective Time in accordance with their terms. The number of shares
of Twin Vee Common Stock underlying such options and the exercise prices for such options will be appropriately adjusted to reflect the
Twin Vee Reverse Stock Split, assuming the approval of the Twin Vee Reverse Stock Split Proposal by Twin Vee’s stockholders at the
Twin Vee Annual Meeting and if thereafter consummated at the discretion of Twin Vee Board of Directors. The terms governing options to
purchase shares of Twin Vee Common Stock will remain in full force and effect following the closing of the Merger.
Treatment of Forza Stock Options
At the Effective Time, each option
to purchase shares of Forza Common Stock that are outstanding and unexercised immediately prior to the Effective Time, whether or not
vested, issued under the Forza 2022 Plan shall be assumed by Twin Vee and converted into an option to purchase shares of Twin Vee Common
Stock. Twin Vee will assume the Forza 2022 Plan and each such option in accordance with the terms of the Forza 2022 Plan and the terms
of the stock option agreement by which such option is evidenced. From and after the Effective Time, each option to purchase shares of
Forza Common Stock assumed by Twin Vee may be exercised for such number of shares of Twin Vee Common Stock as is determined by multiplying
the number of shares of Forza Common Stock that were subject to such option by the Exchange Ratio, and rounding the resulting number down
to the nearest whole number of shares of Twin Vee Common Stock. The per share exercise price of the converted option to purchase shares
of Twin Vee Common Stock will be determined by dividing the existing per share exercise price of the option to purchase shares of Forza
Common Stock by the Exchange Ratio, and rounding to the resulting exercise price up to the nearest whole cent. Any restrictions on the
exercise of any option to purchase shares of Forza Common Stock assumed by Twin Vee will continue following the conversion, and the term,
exercisability, vesting schedule and other provisions of such option will generally remain unchanged; provided, that any options to purchase
shares of Forza Common Stock assumed by Twin Vee may be subject to adjustment to reflect changes in Twin Vee’s capitalization after
the Effective Time and that the Twin Vee Board of Directors or a committee thereof will succeed to the authority and responsibility of
the Forza Board of Directors or a committee thereof with respect to each assumed option to purchase shares of Forza Common Stock.
Treatment of Twin Vee Warrants
All warrants to purchase
shares of Twin Vee Common Swill remain outstanding and unexercised immediately after the Effective Time in accordance with their terms.
The number of shares of Twin Vee Common Stock underlying such warrants and the exercise prices for such warrants will be appropriately
adjusted to reflect the Twin Vee Reverse Stock Split, assuming the approval of the Twin Vee Reverse Stock Split Proposal by Twin Vee’s
stockholders at the Twin Vee Annual Meeting and if thereafter consummated at the discretion of Twin Vee Board of Directors. The terms
governing warrants to purchase shares of Twin Vee Common Stock will remain in full force and effect following the closing of the Merger.
Treatment of Forza
Warrants
At the Effective Time, each warrant
to purchase shares of Forza Common Stock that is outstanding and unexercised immediately prior to the Effective Time, shall be assumed
by Twin Vee and converted into a warrant to purchase shares of Twin Vee Common Stock. Twin Vee will assume the warrants in accordance
with the terms of the warrant agreement by which such warrant is evidenced. From and after the Effective Time, each warrant to purchase
shares of Forza Common Stock assumed by Twin Vee may be exercised for such number of shares of Twin Vee Common Stock as is determined
by multiplying the number of shares of Forza Common Stock that were subject to such warrant by the Exchange Ratio, and rounding the resulting
number down to the nearest whole number of shares of Twin Vee Common Stock. The per share exercise price of the converted warrant will
be determined by dividing the existing per share exercise price of the warrant to purchase shares of Forza Common Stock by the Exchange
Ratio, and rounding to the resulting exercise price up to the nearest whole cent. Any restrictions on the exercise of any warrant to purchase
shares of Forza Common stock assumed by Twin Vee will continue following the conversion, and the term, exercisability, and other provisions
of such warrant will generally remain unchanged.
The closing of the Merger
will occur no later than the second business day after the last of the conditions to the Merger has been satisfied or waived, or at another
time as Twin Vee and Forza agree. Twin Vee and Forza anticipate that the closing of the Merger will occur promptly after the Twin Vee
Annual Meeting and Forza Annual Meeting. However, because the Merger is subject to a number of conditions, neither Twin Vee nor Forza
can predict exactly when the closing will occur or if it will occur at all.
Risks Relating to the Merger
In evaluating the adoption of the Merger Agreement
or the issuance of shares of Twin Vee Common Stock in the Merger, you should carefully read this Joint Proxy Statement/Prospectus and
especially consider the factors discussed in the section titled “Risk Factors,” for a description of risks relating to the
Merger, the combined company’s businesses, and Twin Vee Common Stock.
Both Twin Vee and Forza are
subject to various risks associated with their businesses and their industries. In addition, the Merger, including the possibility that
the Merger may not be completed, poses a number of risks to each company and its respective stockholders, including the following risks:
| |
● |
All
of Forza’s executive officers and all but one of its directors serve on both the Twin Vee Board of Directors and Forza Board of
Directors and therefore have conflicts of interest that may influence them to support or approve the Merger without regard to your interests.
In addition, the one director who does not sit on both the Twin Vee Board of Directors and Forza Board of Directors is expected to serve
as a director of the combined company and therefore may also have a conflict of interest. |
| |
● |
The Exchange
Ratio is not adjustable based on the market price of Twin Vee Common Stock or the Forza Common Stock so the Merger consideration at the
closing may have a greater or lesser value than it had at the time the Merger Agreement was signed. |
| |
● |
The combined
company’s stock price is expected to be volatile, and the market price of its common stock may drop following the Merger. |
| |
● |
The market
price of the combined company’s common stock may decline as a result of the Merger. |
| |
● |
The combined
company may not experience the anticipated strategic benefits of the Merger. |
| |
● |
If the
conditions to the Merger are not met, the Merger will not occur. |
| |
● |
Twin
Vee and Forza will incur substantial expenses related to this transaction whether or not the Merger is completed. |
| |
● |
Twin
Vee will assume all of Forza’s outstanding liabilities if the Merger is completed. |
| |
● |
The pro
forma financial statements are presented for illustrative purposes only and may not be an indication of the combined company’s
financial condition or results of operations following the Merger. |
| |
● |
Although
Houlihan’s opinion was given to Twin Vee’s Board of Directors on August 6, 2024, it does not reflect any changes in market
and economic circumstances after August 6, 2024. |
| |
● |
Although
InteleK’s opinion was given to Forza’s Board of Directors on August 9, 2024, it does not reflect any changes in market and
economic circumstances after August 9, 2024. |
| |
● |
The issuance
of the Merger consideration is subject to approval by the stockholders of Twin Vee and the Merger and Merger Agreement are subject to
approval by the Forza stockholders, including a majority of the stockholders excluding Twin Vee. |
| |
● |
Twin
Vee’s business and stock price may be adversely affected if the acquisition of Forza is not completed. |
These risks and other risks are discussed in greater
detail under the section titled “Risk Factors” and in the documents incorporated by reference in this Joint Proxy Statement/Prospectus.
Twin Vee and Forza both encourage you to read and consider all of these risks carefully.
Reasons for the Merger
Twin Vee and Forza are proposing
the Merger because, among other things, it is believed that the Merger will enhance stockholder value for both Twin Vee and Forza stockholders
(i) by providing a method by which the Twin Vee stockholders can more directly share in the growth of Forza and (ii) due to the cost savings
expected to be realized. For a discussion of Twin Vee’s reasons for the Merger, please see the sections entitled “The Merger
Transaction—Recommendation of the Twin Vee Board of Directors and its Reasons for the Merger” and “The Merger
Transaction—Recommendation of the Forza Board of Directors and its Reasons for the Merger”.
Twin Vee Reasons for the Merger
In reaching its unanimous
decision to approve the Merger Agreement and the transactions contemplated thereby, the Twin Vee Board of Directors considered a
number of factors, including, among others, the following:
| ● |
the
belief that the combination of the businesses of Twin Vee and Forza would create more value for Twin Vee stockholders in the long term
due to cost reductions of a combined company than as separate companies |
| |
|
| ● |
the potential
cost savings synergies derived from the Merger, including the reduced fees resulting from Forza no longer being a stand-alone public
company which reduction is estimated to be approximately $700,000 and includes reduced legal and accounting fees and proxy
solicitation fees as well as the reduced Nasdaq listing fees; |
| |
● |
the
historical and current information concerning Twin Vee’s and Forza’s business,
financial performance, financial condition, including Twin Vee’s and Forza’s
cash position, operations, management and competitive position, the prospects of Twin Vee
and Forza separately and combined, and the nature of the boating industry generally, including
financial projections of Twin Vee and Forza under various scenarios and their short-and long-term
strategic objectives;
|
| |
● |
the
opinion of Twin Vee’s financial advisor, dated August 6, 2024, to the special committee of
the Twin Vee Board of Directors (the “Twin Vee Special Committee”) that, as of such date
and based on and subject to the assumptions, limitations, qualifications and other matters set forth
in the opinion, the exchange ratio of 0.611666275 shares of Twin Vee Common Stock to be issued in
exchange for each share of Forza Common Stock pursuant to the Merger Agreement was fair to Twin Vee
stockholders from a financial point of view;
|
| |
● |
current
financial market conditions and historical market prices, volatility and trading information with respect to Forza Common Stock and
Twin Vee Common Stock; |
| |
|
|
| |
● |
that
the Merger would provide existing Twin Vee stockholders a significant opportunity to directly participate in the potential growth
of the combined company following the Merger; |
| |
|
|
| |
● |
the
terms and conditions of the Merger Agreement and associated transactions, including the relative percentage ownership of Twin Vee
securityholders and Forza securityholders immediately following the closing of the Merger, the reasonableness of the fees and
expenses related to the Merger and the likelihood that the Merger will be completed; |
| |
|
|
| |
● |
the
fact that the Exchange Ratio, as defined in the Merger Agreement, is fixed and will not fluctuate based upon changes in the stock
prices of Twin Vee or Forza prior to the completion of the Merger; and |
| |
|
|
| |
● |
the
belief that the terms and conditions of the Merger Agreement, including the parties’ mutual representations and warranties,
covenants, deal protection provisions and closing conditions, are reasonable for a transaction of this nature. |
The Twin Vee Board of Directors considered the potential
risks of the Merger, including, but not limited to, the following:
| |
● |
the
risks, challenges and costs inherent in combining the two companies and the expenses to be incurred in connection with the Merger,
including the possibility that delays or difficulties in completing the integration could adversely affect the combined company’s
operating results and preclude the achievement of some benefits anticipated from the Merger; |
| |
● |
the
possible volatility, at least in the short term, of the trading price of Twin Vee Common Stock resulting from the Merger announcement; |
| |
● |
the
risk of diverting management’s attention from other strategic priorities to implement Merger integration efforts; |
| |
● |
the
risk that the Merger might not be consummated in a timely manner, or that the Merger might not be consummated at all; |
| |
● |
the
fact that certain of the directors and executive officers of Twin Vee may have conflicts of interest in connection with the Merger,
as they may receive certain benefits that are different from, and in addition to, those of the other stockholders of Twin Vee; |
| |
● |
that,
while the Merger is expected to be completed, there can be no assurance that all conditions to the parties’
obligations to complete the Merger will be satisfied, and as a result, it is possible that the Merger may
not be completed, even if the issuance of the Merger consideration is approved by the stockholders of Twin
Vee;
|
| |
|
|
| |
● |
the
risk to Twin Vee’s business, operations and financial results in the event that the Merger is not consummated; and |
| |
● |
various
other applicable risks associated with the combined company and the Merger, including those described in the
section of this Joint Proxy Statement/Prospectus entitled “Risk Factors”.
|
Forza Reasons for the
Merger
In reaching its unanimous
decision to approve the Merger Agreement and the transactions contemplated thereby, the Forza Board of Directors considered a number
of factors, including, among others, the following:
| |
● |
the strategic rationale for the Merger and the potential benefits of the contemplated transaction; |
| |
● |
that the Merger was superior to the strategic alternatives available to Forza, including continuing as a stand-alone company or attempting to sell Forza to a third-party acquirer, or liquidating, each of which the Forza Board of Directors viewed as less favorable to Forza stockholders than the Merger; |
| |
|
|
| |
● |
the potential business, operational and financial synergies that may be realized over time by the combined company following the Merger; |
| |
|
|
| |
● |
the lack of a viable market for Forza’s designed product for the foreseeable future; |
| |
|
|
| |
● |
the opinion of Forza’s financial advisor, dated August 7, 2024, to the special committee of the Forza Board of Directors (the “Forza Special Committee”) that, as of such date and based on and subject to the assumptions, limitations, qualifications and other matters set forth in the opinion, the exchange ratio of 0.611666275 shares of Twin Vee Common Stock to be issued in exchange for each share of Forza Common Stock pursuant to the Merger Agreement was fair to Forza stockholders from a financial point of view; |
| |
|
|
| |
● |
current and historical information concerning Forza’s and Twin Vee’s respective businesses, business plans, operations, management, financial performance and conditions, technology, operations, prospects and competitive position, before and after giving effect to the merger and the merger’s potential effect on stockholder value; |
| |
● |
its knowledge of the business, operations, financial condition and earnings of Twin Vee; |
| |
|
|
| |
● |
the ability to be a stockholder of a company generating revenue, given that Forza, to date, has not yet generated revenue from the sale of its boats; |
| |
● |
the likelihood that the Merger will be completed; |
| |
● |
current financial market conditions and historical market prices, volatility and trading information with respect to Forza Common Stock and Twin Vee Common Stock; |
| |
● |
the terms of the Merger Agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations; |
| |
|
|
| |
● |
the consideration to be received by Forza stockholders in the Merger, including the form of such consideration, which enables Forza’s stockholders to continue to have a substantial equity interest in the combined company following the Merger, as well as the fact that the shares of Twin Vee Common Stock to be received by Forza’s stockholders are intended to be received in a tax-free exchange; and |
| |
|
|
| |
● |
that the Merger should qualify as a reorganization within the meaning of Section 368(a) of the Code and that Forza’s stockholders generally should not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of Forza Common Stock for shares of Twin Vee Common Stock in connection with the Merger. |
The Forza Board of Directors considered the potential
risks of the Merger, including, but not limited to, the following:
| |
● |
the possibility that the Merger might not be completed whether as a result of the failure to satisfy conditions to the closing of the Merger, including the failure to secure the required approvals from Forza and Twin Vee stockholders, or as a result of the termination of the merger agreement by Forza or Twin Vee in certain specified circumstances and the potential effects of the public announcement and pendency of the Merger on management attention; |
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|
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| |
● |
the effect of a public announcement of the transactions on Forza’s operations, stock price and employees, the potential disruption to Forza and Twin Vee and their businesses as a result of the announcement and pendency of the Merger and the potential adverse effects on the financial results of Forza and Twin Vee as a result of that disruption and the continued operations of the core business of Forza and Twin Vee during the period between the signing of the Merger Agreement and the completion of the Merger; |
| |
● |
the fact that the executive officers and all but one of Forza’s directors may have interests in the Merger that are different from, or in addition to, those of Forza’s other stockholders, including the matters described under the section entitled “Chapter One—The Merger—The Merger Transaction—Interests of Forza Directors and Executive Officers in the Merger”, and the risk that these different interests might influence their decisions with respect to the Merger; |
| |
● |
that, while the Merger is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the Merger will be satisfied, and as a result, it is possible that the Merger may not be completed, even if the issuance of the shares of Twin Vee Common Stock to Forza stockholders pursuant to the Merger Agreement is approved by the stockholders of Twin Vee; |
| |
● |
the risk of not realizing all of the anticipated strategic benefits between Forza and Twin Vee and the risk that other anticipated benefits might not be realized;
|
| |
|
|
| |
● |
the risk that the Merger may not be consummated in a timely manner or that the Merger may not be consummated at all, including the impact on Forza’s ability to effect the Forza Reverse Stock split if necessary in time to maintain compliance with the Nasdaq continued listing requirements; |
| |
|
|
| |
● |
Forza’s inability to solicit competing acquisition proposals; |
| |
● |
the substantial costs to be incurred in connection with the Merger, including the costs of integrating the operations of Forza and Twin Vee and the transaction expenses arising from the Merger; and various other applicable risks associated with the combined company and the Merger, including the risks described in the section titled “Risk Factors;” and |
| |
|
|
| |
● |
the other risks of the type and nature described under “Risk Factors” of this Joint Proxy Statement/Prospectus |
For more information on the Twin Vee Board of Directors’
reasons for the transaction, see the section titled “The Merger Transaction— Recommendation of the Twin Vee Board of Directors
and its Reasons for the Merger.”
For more information on the Forza Board of Directors’
reasons for the transaction, see the section titled “The Merger Transaction—Recommendation of the Forza Board of Directors
and its Reasons for the Merger.”
Opinion of the Financial Advisor to the
Twin Vee Board of Directors
The Twin Vee Board of Directors
engaged Houlihan Capital, LLC (“Houlihan”) to provide financial advisory and investment banking services in connection with
the Twin Vee Board of Directors’ consideration and evaluation of certain potential strategic alternatives. On August 6, 2024, Houlihan
delivered its oral opinion to the Twin Vee Board of Directors, which opinion was confirmed in writing on the same date, that, as of the
date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered, limitations of the
review undertaken, qualifications contained and other matters set forth in its written opinion, as of July 31, 2024, the Exchange Ratio
to be paid by Twin Vee in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to Twin Vee’s stockholders.
The full text of Houlihan’s
written opinion, which sets forth the assumptions made, procedures followed, matters considered, limitations of the review undertaken,
qualifications contained and other matters set forth therein, is attached as Annex C-1 to this joint proxy statement/prospectus
and is incorporated herein by reference. Twin Vee urges you to carefully read the Houlihan opinion, together with the description of such
opinion included elsewhere in this Joint Proxy Statement/Prospectus, in its entirety, under the heading ”The Merger Transaction—Opinion
of the Financial Advisor to the Twin Vee Board of Directors” starting on page 47] of this Joint Proxy Statement/Prospectus.
Houlihan provided its opinion to the Twin Vee Board of Directors (in their capacity as such) for its information and assistance in connection
with its consideration of the financial terms of the Merger and it may not be used for any other purpose. Houlihan’s opinion addressed
solely the fairness, from a financial point of view, of the Exchange Ratio to be paid by Twin Vee in the Merger pursuant to the Merger
Agreement, to Forza’s stockholders. Houlihan’s opinion does not compare the relative merits of the Merger with any other alternative
transactions or business strategies which may have been available to Twin Vee and does not address the underlying business decision of
the Twin Vee Board of Directors or Twin Vee to proceed with or effect the Merger. Houlihan’s opinion does not constitute a recommendation
to the Twin Vee Board of Directors as to how the Twin Vee Board of Directors should vote on the issuance of the Twin Vee Common Stock
to Forza stockholders pursuant to the Merger Agreement or to any stockholder of Twin Vee or Forza as to how any such stockholder should
vote at any stockholders’ meeting at which the any of the transactions contemplated by the Merger Agreement, or the Merger Agreement
itself, is considered, or whether or not any stockholder of Twin Vee or Forza should enter into a voting, shareholders’, or affiliates’
agreement with respect to the Merger, or take any other actions in connection with the Merger or otherwise. For a more complete discussion
of Houlihan’s opinion, see the section titled “The Merger Transaction—Opinion of the Financial Advisor to the Twin
Vee Board of Directors.”
Opinion of the Financial
Advisor to the Forza Board of Directors
Forza
engaged InteleK Business Valuations & Advisory (“InteleK”), to provide financial advisory and investment banking services
in connection with the Forza Special Committee’s and Forza Board of Directors’ consideration and evaluation of certain potential
strategic alternatives. On August 9, 2024, InteleK delivered its oral opinion to the Forza Board of Directors, which opinion was confirmed
in writing on the same date, that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed,
matters considered, limitations of the review undertaken, qualifications contained and other matters set forth in its written opinion,
as of August 7, 2024, the Exchange Ratio to be paid by Twin Vee in the Merger pursuant to the Merger Agreement was fair, from a financial
point of view, to Forza’s stockholders.
The full text of InteleK’s written opinion, which sets forth the assumptions
made, procedures followed, matters considered, limitations of the review undertaken, qualifications contained and other matters set forth
therein, is attached as Annex C-2 to this Joint Proxy Statement/Prospectus and is incorporated herein by reference.
Forza urges you to carefully read the InteleK opinion, together with the description of such opinion included elsewhere in this joint
proxy statement/prospectus, in its entirety, under the heading ”The Merger Transaction—Opinion of the Financial Advisor
to the Forza Board of Directors” starting on page 52 of this Joint Proxy Statement/Prospectus. InteleK provided its opinion
to the Forza Board of Directors (in their capacity as such) for its information and assistance in connection with its consideration of
the financial terms of the Merger and it may not be used for any other purpose. InteleK’s opinion addressed solely the fairness,
from a financial point of view, of the Exchange Ratio to be paid by Twin Vee in the Merger pursuant to the Merger Agreement, to Forza.
InteleK’s opinion does not compare the relative merits of the Merger with any other alternative transactions or business strategies
which may have been available to Forza and does not address the underlying business decision of the Forza Special Committee, the Forza
Board of Directors or Forza to proceed with or effect the Merger. InteleK’s opinion does not constitute a recommendation to the
Forza Board of Directors as to how the Forza Board of Directors should vote on the Merger or to any stockholder of Twin Vee or Forza as
to how any such stockholder should vote at any stockholders’ meeting at which the Merger is considered. For a more complete discussion
of InteleK’s opinion, see the section titled “The Merger Transaction—Opinion of the Financial Advisor to the Forza
Board of Directors.”
Conditions to the Closing of the Merger
Twin Vee and Forza are required to complete the Merger
only if certain customary conditions are satisfied or waived, including, but not limited to:
|
● |
approval
of the Merger and the Merger Agreement by stockholders holding a majority of the outstanding shares of Forza Common Stock at the
Forza Annual Meeting (which approval shall include a majority of the shares present in person or by proxy at the Forza Annual Meeting
excluding shares held by Twin Vee); |
| |
● |
approval
of the issuance by Twin Vee of the shares of common stock pursuant to the Merger Agreement to the Forza stockholders by stockholders
holding a majority of the shares present in person or by proxy at the Twin Vee Annual Meeting; |
| |
● |
no
court, administrative agency, commission, governmental or regulatory authority, has enacted, enforced or entered
any statute, rule, regulation, or other order which is in effect and which has the effect of making the Merger
illegal or otherwise prohibiting the consummation of the Merger;
|
| |
|
|
| |
● |
the
registration statement on Form S-4, of which this Joint Proxy Statement/Prospectus is a part, must have been declared effective by
the SEC in accordance with the Securities Act and must not be subject to any stop order suspending the effectiveness of the registration
statement on Form S-4 and no similar proceeding in respect to the Joint Proxy Statement/Prospectus will have been initiated or threatened
in writing by the SEC. All other filings will have been approved or declared effective and no stop order will have been issued and
no proceeding will have been initiated to revoke any such approval or effectiveness; |
| |
|
|
| |
● |
the
respective representations and warranties of Twin Vee and Forza, shall be true and correct in all material respects as of the date
of the Merger Agreement and the closing; |
| |
● |
the
shares of Twin Vee Common Stock to be issued pursuant to the Merger Agreement shall have been approved for listing on Nasdaq; |
| |
● |
no
material adverse effect with respect to Twin Vee or Forza or their respective subsidiaries shall have occurred since the date of
the Merger Agreement and the closing of the Merger; |
| |
● |
performance or compliance in all material respects by Twin Vee and Forza with their respective covenants and obligations in the Merger Agreement; and |
| |
● |
Forza shall have obtained any consents or waivers of approvals required in connection with the Merger. |
Termination of the Merger Agreement
The Merger Agreement may be terminated at any time
before the completion of the Merger, whether before or after the required stockholder approval to complete the Merger has been obtained,
as set forth below:
| ● | by mutual written consent of Twin Vee and Forza, duly authorized by their respective boards of directors; |
| ● | by either Twin Vee or Forza if the Merger is not consummated by December
1, 2024 (the “End Date”); provided, however, that this right to terminate is not available to any party whose action
or failure to act has been a principal cause of the failure of the merger to occur on or before such date and such action or failure is
a breach of the Merger Agreement; provided, further, that, in the event that the SEC has not declared effective under the Securities
Act this Joint Proxy Statement/Prospectus by the date which is sixty days prior to the End Date, then Twin Vee shall be entitled to extend
the End Date for an additional thirty days; |
| ● | by either Twin Vee or the Forza if a court, administrative agency, commission, governmental or regulatory
authority issues a final and non-appealable order, decree or ruling or taken any other action having the effect of permanently restraining,
enjoining or otherwise prohibiting the Merger; |
| ● | by Twin Vee if the requisite approval of the stockholders of Forza is not obtained by reason of the failure
to obtain the requisite vote at a meeting of the stockholders of Forza, duly convened therefor or at any adjournment or postponement thereof; |
| ● | by either Forza or Twin Vee if the requisite approval of the stockholders of Twin Vee is not obtained by
reason of the failure to obtain the requisite vote at a meeting of the stockholders of Twin Vee, duly convened therefor or at any adjournment
or postponement thereof; provided, however, that this right to terminate is available to Twin Vee if the failure to obtain the
requisite vote shall have been caused by Twin Vee’s action or failure to act and such action or failure to act constitutes a material
breach by Twin Vee of the Merger Agreement; |
| ● | by Twin Vee if a “Forza triggering event” has occurred, which
is defined as an event where (i) the Forza Board of Directors shall have failed to recommend that Forza’s stockholders vote to approve
the Merger Agreement and Merger (the “Forza Board Recommendation”) or shall for any reason have withdrawn or modified in a
manner adverse to Twin Vee the Forza Board Recommendation; (ii) Forza shall have failed to include in this Joint Proxy Statement/Prospectus
the Forza Board Recommendation; (iii) Forza shall have failed to hold the its stockholders’ meeting within sixty (60) days after
the Form S-4 Registration Statement relating to this Joint Proxy Statement/Prospectus is declared effective under the Securities Act (other
than to the extent that the Form S-4 Registration Statement is subject to any stop order or proceeding (or threatened proceeding by the
SEC) seeking a stop order with respect to the Form S-4 Registration Statement, in which case such sixty (60) day period shall be tolled
for so long as such stop order remains in effect or proceeding or threatened proceeding remains pending); provided that Forza may
adjourn the meeting in order to obtain a quorum of its stockholders or as reasonably determined by it to comply with applicable law; (iv)
the Forza Board of Directors shall have publicly approved, endorsed or recommended any other acquisition proposal; (v) the Forza Board
of Directors shall have failed to publicly reaffirm the Forza Board Recommendation within ten (10) days after Twin Vee so requests in
writing; (vi) Forza or its representatives shall have breached the non-solicitation provisions of the Merger Agreement; |
| ● | by Forza if a “Company triggering event” has occurred, which is
defined as an event where (i) the Twin Vee Board of Directors shall have failed to recommend that Twin Vee’s stockholders vote to
approve the issuance of Twin Vee common stock in the Merger (the “Twin Vee Board Recommendation”) or shall for any reason
have withdrawn or modified in a manner adverse to Forza the Twin Vee Board Recommendation; (ii) Twin Vee shall have failed to include
in this Joint Proxy Statement/Prospectus the Twin Vee Board Recommendation; (iii) Twin Vee shall have failed to hold the its stockholders’
meeting within sixty (60) days after the Form S-4 Registration Statement relating to this Joint Proxy Statement/Prospectus is declared
effective under the Securities Act (other than to the extent that the Form S-4 Registration Statement is subject to any stop order or
proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Form S-4 Registration Statement, in which case
such sixty (60) day period shall be tolled for so long as such stop order remains in effect or proceeding or threatened proceeding remains
pending); provided that Twin Vee may adjourn the meeting in order to obtain a quorum of its stockholders or as reasonably determined
by it to comply with applicable law; (iv) the Twin Vee Board of Directors shall have publicly approved, endorsed or recommended any other
acquisition proposal; (v) the Twin Vee Board of Directors shall have failed to publicly reaffirm the Twin Vee Board Recommendation within
ten (10) days after Forza so requests in writing; (vi) Twin Vee or its representatives shall have breached the non-solicitation provisions
of the Merger Agreement; |
| |
● |
by Forza, upon a breach of any representation, warranty, covenant or agreement on the part of Twin Vee or Merger Sub set forth in the Merger Agreement, or if any representation or warranty of Twin Vee becomes untrue, such that the conditions to the Merger would not be satisfied as of the time of such breach or as of the time such representation or warranty becomes untrue; provided that Forza is not in material breach of any representation, warranty, covenant or agreement so as to cause conditions in the Merger Agreement not to be satisfied; provided, however, that if such inaccuracy in Twin Vee’s representations and warranties or breach by Twin Vee is curable by Twin Vee through the exercise of its commercially reasonable efforts, then Forza may not terminate the merger agreement for thirty (30) calendar days following the delivery of written notice from Forza to Twin Vee of such breach, provided Twin Vee continues to exercise commercially reasonable efforts to cure such breach (it being understood that Forza may not terminate the Merger Agreement if such breach by Twin Vee is cured during such thirty (30) calendar day period); or |
| |
|
|
| |
● |
by Twin Vee, upon a breach of any representation, warranty, covenant or agreement on the part of Forza set forth in the Merger agreement, or if any representation or warranty of Forza becomes untrue, such that the conditions to the Merger would not be satisfied as of the time of such breach or as of the time such representation or warranty becomes untrue; provided that Twin Vee is not in material breach of any representation, warranty, covenant or agreement so as to cause conditions in the Merger Agreement not to be satisfied; provided, however, that if such inaccuracy in Forza’s representations and warranties or breach by Forza is curable by Forza through the exercise of its commercially reasonable efforts, then Twin Vee may not terminate the merger agreement for thirty (30) calendar days following the delivery of written notice from Twin Vee to Forza of such breach, provided Forza continues to exercise commercially reasonable efforts to cure such breach (it being understood that Twin Vee may not terminate the Merger Agreement if such breach by Forza is cured during such thirty (30) calendar day period). |
| |
|
|
| |
● |
by Twin Vee, if any time prior to the requisite approval of the stockholders of Twin Vee being obtained Twin Vee has received an acquisition proposal that the Twin Vee Board of Directors deems is a Superior Offer (as defined in the Merger Agreement), Twin Vee has complied with its obligations under the Merger Agreement in order to accept such Superior Offer, Twin Vee both concurrently terminates the Merger and enters into a definitive agreement that provides for the consummation of such Superior Offer; or |
| |
|
|
| |
● |
by Forza if any time prior to the requisite approval of the stockholders of Forza being obtained Forza has received an acquisition proposal that the Forza Board of Directors deems is a Superior Offer (as defined in the Merger Agreement), Forza has complied with its obligations under the Merger Agreement in order to accept such Superior Offer, Forza both concurrently terminates the Merger and enters into a definitive agreement that provides for the consummation of such Superior Offer. |
Non-Solicitation
Each of Twin Vee and Forza
have agreed that, subject to certain exceptions, until the earlier to occur of the termination of the Merger Agreement and the Effective
Time, neither they nor any of their respective subsidiaries will authorize or permit any of their or their subsidiaries’ directors,
officers, employees, agents, attorneys, accountants, investment bankers, advisors and representatives to, directly or indirectly:
| ● | solicit, initiate, knowingly encourage, induce or knowingly facilitate the communication, the making,
submission or announcement of any acquisition transaction (as defined below); |
| ● | furnish any nonpublic information regarding such party to any person in connection with or in response
to an acquisition proposal or inquiry; |
| ● | engage in discussions or negotiations with any person with respect to any acquisition transaction, except
as to the existence of the non-solicitation provisions in the Merger Agreement; |
| |
● |
approve, endorse or recommend any acquisition transaction, except as permitted by the
Merger Agreement in respect of a bona fide acquisition proposal (which acquisition proposal did not arise out of a material breach
of the non-solicitation provisions of the Merger Agreement) that is determined, in good faith to be a superior offer (as defined in
the Merger Agreement); or |
| ● | execute or enter into any letter of intent or any contract agreement contemplating
or relating to an acquisition transaction (other than a confidentiality agreement as permitted). |
However, before obtaining
the Twin Vee stockholder approval or Forza stockholder approval, respectively, required to consummate the Merger, each of Forza and Twin
Vee may furnish nonpublic information regarding such party to, and may enter into discussions or negotiations with, any person in response
to a bona fide written acquisition proposal, which the Twin Vee Board of Directors or the Forza Board of Directors, respectively, determines
in good faith, after consultation with their respective financial advisors and outside legal counsel, constitutes or is reasonably likely
to result in a “superior offer,” as defined in the Merger Agreement and as defined in the section titled “The Merger Agreement—Non-Solicitation”
below, and is not withdrawn, if:
| |
● |
neither
party nor any of its directors, officers, employees, agents, attorneys, accountants, investment bankers, advisors and representatives
has breached the non-solicitation provisions of the Merger Agreement described above; |
| |
● |
the
Twin Vee Board of Directors or Forza Board of Directors, respectively, concludes in good faith based on the advice of outside legal
counsel, that the failure to take such action is reasonably likely to be inconsistent with the fiduciary duties of the Twin Vee or
Forza board of directors, respectively, under applicable law; |
| |
● |
Twin
Vee or Forza, respectively receives from the third-party an executed confidentiality agreement containing provisions (including nondisclosure
provisions, use restrictions, non-solicitation provisions and no hire provisions) at least as favorable to such party as
those contained in the confidentiality agreement between Twin Vee and Forza; and |
| |
● |
at least two business days prior to furnishing such nonpublic information to a third-party, Twin Vee or Forza furnishes the same information to the other party to the extent not previously furnished. |
If either Twin Vee or Forza
receives an acquisition proposal or acquisition inquiry at any time during the period between the date of the Merger Agreement, August
12, 2024, and the earlier to occur of (a) the Effective Time and (b) termination of the Merger Agreement, then such party must
promptly, and in no event later than one business day after becoming aware of such acquisition proposal or acquisition inquiry, advise
the other party orally and in writing of such acquisition proposal or acquisition inquiry, including the identity of the person making
or submitting the acquisition proposal or acquisition inquiry and the material terms thereof. Each of Twin Vee and Forza must keep the
other reasonably informed with respect to the status and material terms of any such acquisition proposal or acquisition inquiry and any
material modification or proposed material modification thereto.
Management Following
the Merger
Effective as of the closing of the Merger, the combined company will have a five
member Board of Directors, consisting of Joseph Visconti (a current board member of both Twin Vee and Forza), Preston Yarborough (a current
board member of Twin Vee), Marcia Kull (a current board member of Forza), Neil Ross (a current board member of both Twin Vee and Forza)
and Kevin Schuyler (a current board member of both Twin Vee and Forza). In addition, effective as of the closing of the Merger, the combined
company’s executive officers will consist of Twin Vee’s current executive officers, Joseph Visconti, Preston Yarborough, Karl
Zimmer and Michael Dickerson, and Joseph Visconti will be appointed as the Chief Executive Officer and President of Forza, which will
be a wholly owned subsidiary of Twin Vee after the Merger.
Effective as of the closing of the Merger, the
combined company’s executive officers are expected to be composed of the following members of the current Forza and Twin Vee management
teams:
| |
|
|
|
|
| Name |
|
Combined Company Position(s) |
|
Current Position(s) |
| Joseph Visconti |
|
Chief Executive Officer |
|
Chief Executive Officer of Twin Vee |
| |
|
|
|
|
| Karl Zimmer |
|
President |
|
President of Twin Vee |
| |
|
|
|
|
| Michael Dickerson |
|
Chief Financial & Administrative Officer |
|
Chief Financial & Administrative Officer of Twin Vee and Interim Chief Financial & Administrative Officer of Forza |
| Preston Yarborough |
|
Vice President |
|
Vice President |
Interests of Certain Persons in the Merger
In considering the recommendation of the Forza Board
of Directors with respect to approving the Merger, Forza stockholders should be aware that certain members of the Forza Board of Directors
and executive officers of Forza have interests in the Merger that may be different from, or in addition to, interests they have as Forza
stockholders. For example, following the consummation of the Merger, certain directors and executive officers of Forza will continue to
serve on the Board of Directors and management, respectively, of the combined company. In considering the recommendation of the Twin Vee
Board of Directors with respect to approving the issuance of the shares of Twin Vee Common Stock to Forza stockholders pursuant to the
Merger Agreement, Twin Vee stockholders should be aware that certain members of the Twin Vee Board of Directors and executive officers
of Twin Vee have interests in the Merger that may be different from, or in addition to, interests they have as Twin Vee stockholders.
For example, following the consummation of the Merger, certain directors and executive officers of Twin Vee will continue to serve on
the Twin Vee Board of Directors and as management, respectively, of the combined company and will receive direct ownership of shares of
Twin Vee Common Stock issued in the Merger.
The following table sets forth the beneficial ownership
interest of the principal stockholders in Forza, Twin Vee and the combined company:
| |
|
Twin Vee Prior to Merger |
|
Forza Prior to Merger |
|
Combined Company After Merger |
| |
|
Number of |
|
Percentage |
|
Number of |
|
Percentage |
|
Number of |
|
Percentage |
| Name |
|
shares |
|
** |
|
shares |
|
*** |
|
shares |
|
**** |
| Joseph Visconti (1) |
|
|
2,797,366 |
|
|
|
29.38 |
% |
|
|
2,179,850 |
|
|
|
13.80 |
% |
|
|
3,083,626 |
|
|
|
20.73 |
% |
| Karl Zimmer (2) |
|
|
0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preston Yarborough (3) |
|
|
195,180 |
|
|
|
2.05 |
% |
|
|
38,889 |
|
|
|
0.25 |
|
|
|
218,967 |
|
|
|
1.47 |
% |
| Michael Dickerson (4) |
|
|
25,000 |
|
|
|
0.26 |
|
|
|
— |
|
|
|
— |
|
|
|
25,000 |
|
|
|
0.17 |
% |
| James Melvin (5) |
|
|
16,500 |
|
|
|
0.17 |
|
|
|
— |
|
|
|
— |
|
|
|
16,500 |
|
|
|
0.11 |
% |
| Bard Rockenbach (6) |
|
|
15,583 |
|
|
|
0.16 |
|
|
|
— |
|
|
|
— |
|
|
|
15,583 |
|
|
|
0.10 |
% |
| Neil Ross (7) |
|
|
16,500 |
|
|
|
0.17 |
|
|
|
5,500 |
|
|
|
0.03 |
|
|
|
19,864 |
|
|
|
0.13 |
% |
| Kevin Schuyler (8) |
|
|
12,363 |
|
|
|
0.13 |
|
|
|
14,832 |
|
|
|
0.09 |
|
|
|
21,435 |
|
|
|
0.14 |
% |
| Marcia Kull (9) |
|
|
— |
|
|
|
— |
|
|
|
10,105 |
|
|
|
0.06 |
|
|
|
6,181 |
|
|
|
0.04 |
% |
| 5% Stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Marathon Micro Fund, L.P. (10) |
|
|
950,000 |
|
|
|
9.98 |
% |
|
|
— |
|
|
|
— |
|
|
|
950,000 |
|
|
|
6.39 |
% |
AWM Investment
Company, Inc. and Affiliates (11) |
|
|
939,176 |
|
|
|
9.98 |
% |
|
|
— |
|
|
|
— |
|
|
|
939,176 |
|
|
|
6.31 |
% |
| Twin Vee PowerCats Co.(1) |
|
|
|
|
|
|
|
|
|
|
7,000,000 |
|
|
|
44.43 |
% |
|
|
|
|
|
|
|
|
* Less than one percent (1%)
** Percentage of Twin Vee is based upon 9,520,000
shares of Twin Vee Common Stock outstanding as of August [●], 2024.
***Percentage of Forza is based upon 15,754,774 shares
of Forza Common Stock outstanding as of August [●], 2024.
****Percentage of common stock of the combined company
is based on 14,875,000 shares of common stock of the combined company outstanding upon the consummation of the Merger and assumes that
the 5,355,000 shares of Twin Vee Common Stock are issued upon consummation of the Merger to the stockholders of Forza and that the 7,000,000
shares of Forza Common Stock held by Twin Vee are cancelled.
| (1) |
Joseph Visconti is the Chairman of the Board and Chief Executive Officer of Twin
Vee and owns 24.455% of the outstanding stock of Twin Vee. Prior to the consummation of the Merger Twin Vee is the owner of 7,000,000
shares of Forza Common Stock. As a controlling shareholder of Twin Vee, Mr. Visconti is deemed to have control over the shares of Forza
Common Stock owned by Twin Vee. Mr. Visconti owns 70,000 shares of Forza Common Stock and was granted an option to purchase 644,000 shares
of Forza Common Stock, of which 398,000 shares of Forza Common Stock will vest and be exercisable within 60 days of August [●],
2024, and are included in and are included in the number of shares of Forza Common Stock beneficially owned by Mr. Visconti. Mr. Visconti
currently disclaims beneficial ownership of these securities. Mr. Visconti was issued 2,328,144 shares of our common stock upon the
consummation of the Merger between Twin Vee and Twin Vee Powercats, Inc. in 2022. Mr. Visconti was granted an option to purchase 822,000
shares of Twin Vee Common Stock, of which 469,222 shares of Twin Vee Common Stock will vest and be exercisable within 60 days of August
[●], 2024, and are included in the number of shares of Twin Vee Common Stock beneficially owned by Mr. Visconti.
|
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(2)
|
Mr. Zimmer was granted an option to purchase 500,000 shares of Twin Vee Common Stock, of which 0 shares of Twin Vee Common Stock will vest and be exercisable within 60 days of August [●], 2024 and are included in the number of shares of Twin Vee Common Stock beneficially owned by Mr. Zimmer. |
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(3)
|
Mr. Yarborough was issued 38,357 shares of our common stock upon the consummation
of the Merger between Twin Vee and Twin Vee Powercats, Inc. in 2022. Mr. Yarborough was granted an option to purchase 261,000 shares of
Twin Vee Common Stock, of which 156,823 shares of Twin Vee Common Stock will vest and be exercisable within 60 days of August [●],
2024 and are included in the number of shares of Twin Vee Common Stock beneficially owned by Mr. Yarborough. Mr. Yarborough was granted
an option to purchase 75,000 shares of Forza Common Stock, of which 38,889 shares of Forza Common Stock will vest and be exercisable within
60 days of August [●], 2024 and are included in the number of shares of Forza Common Stock beneficially owned by Mr. Yarborough. |
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(4)
|
Mr. Dickerson was granted an option to purchase 300,000 shares of Twin Vee Common Stock, of which 25,000 shares of Twin Vee Common Stock will vest and be exercisable within 60 days of August [●], 2024 and are included in the number of shares of Twin Vee Common Stock beneficially owned by Mr. Dickerson. |
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| (5) |
Mr. Melvin was granted an option to purchase 5,500 shares of Twin Vee
Common Stock upon the consummation of the Twin Vee initial public offering, of which 5,500 shares of Twin Vee Common Stock.
Additionally, Mr. Melvin was granted an option to purchase an additional 5,500 shares of Twin Vee Common stock in 2022 and another
5,500 shares of Twin Vee Common stock in 2024. The options to purchase a total of 16,500 shares of Twin Vee Common Stock have
vested, are exercisable within 60 days of August [●], 2024, and are included in the number of shares of Twin Vee Common Stock
beneficially owned by Mr. Melvin. |
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| (6) |
In connection with his appointment, effective November 7, 2021, Mr. Rockenbach was awarded an option to purchase 5,500 shares of Twin Vee 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. Additionally, Mr. Rockenbach was granted an option to purchase an additional 4,583 shares of Twin Vee Common stock in 2022 and another 5,500 shares of Twin Vee Common stock in 2024. All 15,583 shares of Twin Vee Common Stock have vested and be exercisable within 60 days of August [●], 2024, and are included in the number of shares of Twin Vee Common Stock beneficially owned by Mr. Rockenbach. |
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| (7) |
Neil Ross was granted an option to purchase 5,500 shares of Twin Vee Common Stock upon the consummation of the Twin Vee initial public offering, of which 5,500 shares of Twin Vee Common Stock. Additionally, Mr. Ross was granted an option to purchase an additional 5,500 shares of Twin Vee Common stock in 2022 and another 5,500 shares of Twin Vee Common stock in 2024. The options to purchase a total of 16,500 shares of Twin Vee Common Stock have vested, are exercisable within 60 days of August [●], 2024, and are included in the number of shares of Twin Vee Common Stock beneficially owned by each of Mr. Ross. In connection with his appointment on the Forza Board of Directors, effective August 11, 2022, Mr. Ross was awarded an option to purchase 5,500 shares of the Forza Common Stock at an exercise price of $5 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. All 5,500 shares of Forza Common Stock have vested, are exercisable within 60 days of August [●], 2024, and are included in the number of shares of Forza Common Stock beneficially owned by Mr. Ross. |
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| (8) |
In connection with his appointment, effective July 6, 2022, Mr. Schuyler was awarded an option to purchase 5,500 shares of the Twin Vee Common Stock at an exercise price of $2.62 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. Additionally, Mr. Schuyler was granted an option to purchase 5,500 shares of Twin Vee Common stock in 2024. All 11,000 shares of Twin Vee Common Stock have vested, are exercisable within 60 days of August [●], 2024, and are included in the number of shares of Twin Vee Common Stock beneficially owned by Mr. Schuyler. He also owns 1,363 shares of Twin Vee Common Stock. In connection with his appointment, effective August 11, 2022, Mr. Schuyler was awarded an option to purchase 5,500 shares of the Forza Common Stock at an exercise price of $5 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. All 5,500 shares of Forza Common Stock have vested, are exercisable within 60 days of August [●], 2024, and are included in the number of shares of Forza Common Stock beneficially owned by Mr. Schuyler. |
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| (10) |
Information is based upon a Schedule 13G/A filed with the SEC on January 30, 2023 by James G. Kennedy, the partner of Marathon Micro Fund, L.P. The address of Marathon Micro Fund, L.P. is 4 North Park Drive, Suite 106, Hunt Valley, Maryland 4982. |
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| (11) |
Information is based upon a Schedule 13G/A filed with the SEC on February 14, 2024 by Adam Stettner, Executive Vice President of AWM Investment Company, Inc. The address of AWM Investment Company, Inc. is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022. |
Considerations with Respect to U.S. Federal
Income Tax Consequences of the Merger
Each of Twin Vee and Forza
intends that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the “Code”). In general, and subject to the qualifications and limitations set forth in the section titled “The
Merger Transaction—Certain Material U.S. Federal Income Tax Consequences of the Merger,” the material tax consequences
to U.S. Holders (as defined herein) of Forza Common Stock are expected to be as follows:
| |
● |
A Forza stockholder should not recognize gain or loss upon the exchange of Forza Common Stock for Twin Vee Common Stock pursuant to the Merger, except to the extent of cash received in lieu of a fractional share of Twin Vee Common Stock as described below; |
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● |
A Forza stockholder’s aggregate tax basis for the shares of Twin Vee Common Stock actually received in the Merger should equal the stockholder’s aggregate tax basis in the shares of Forza Common Stock surrendered upon the closing of the Merger, decreased by the amount of any tax basis allocable to a fractional share for which cash is received; and |
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● |
the holding period of the shares of Twin Vee Common Stock received by a Forza stockholder in the Merger should include the holding period of the shares of Forza Common Stock surrendered in exchange therefor provided the surrendered Forza Common Stock is held as a capital asset (generally, property held for investment) at the time of the Merger. |
Tax matters are very complicated,
and the tax consequences of the Merger to a particular Forza stockholder will depend on such stockholder’s circumstances. Accordingly,
you should consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability
and effect of federal, state, local and foreign income and other tax laws. For more information, please see the section titled “The
Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger.”
Regulatory Approvals
In the United States, Twin Vee must comply with
applicable federal and state securities laws and the rules and regulations of Nasdaq, in connection with the issuance of shares of Twin
Vee Common Stock pursuant to the Merger Agreement and the filing of this Joint Proxy Statement/Prospectus with the SEC.
Nasdaq Stock Market Listing
Twin Vee has agreed to use
commercially reasonable efforts to (a) prepare and submit to the Nasdaq (or such other Nasdaq market on which the shares of Twin
Vee Common Stock may then be listed) a notification form for the listing of additional shares with respect to the shares of Twin Vee Common
Stock to be issued in connection with the Merger and to cause such shares to be approved for listing or (b) to the extent required
by Nasdaq pursuant to its “reverse merger” rules, file an initial listing application for the Twin Vee Common Stock on Nasdaq
and to cause such application to be conditionally approved prior to the Effective Time of the Merger. Forza has agreed to cooperate with
Twin Vee as reasonably requested by Twin Vee with respect to such application and to promptly furnish to Twin Vee all information concerning
Forza and its stockholders that may be required or reasonably requested in connection with the application.
In addition, each of Twin Vee’s and Forza’s
obligation to complete the Merger is subject to the condition that the shares of Twin Vee Common Stock to be issued in the Merger be approved
for listing (subject to official notice of issuance) on Nasdaq as of the closing of the Merger.
Anticipated Accounting Treatment
The Merger is expected to
be treated as an asset acquisition by Twin Vee. To determine the accounting for this transaction under U.S. GAAP, a company must
assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition.
The guidance requires an initial screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated
in a single asset or group of similar assets. If that screen is met, the set is not a business. In connection with the acquisition of
Forza, substantially all the fair value is included in cash and cash equivalents and , as such, the acquisition is expected to be
treated as an asset acquisition.
Appraisal Rights and Dissenters’ Rights
No appraisal rights are available
to holders of Twin Vee Common Stock or Forza Common Stock in connection with the Merger in accordance with Section 262 of the Delaware
General Corporation Law (the “DGCL”).
Comparison of Stockholder
Rights
Both Twin Vee and Forza are
incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently, and will
continue to be, governed by the DGCL. If the Merger is completed, Forza stockholders will become stockholders of Twin Vee, and their rights
will be governed by the DGCL, the Bylaws of Twin Vee and, the Certificate of Incorporation of Twin Vee. The rights of Twin Vee stockholders
contained in the Certificate of Incorporation and Bylaws of Twin Vee differ from the rights of Forza stockholders under the Amended and
Restated Certificate of Incorporation and Bylaws of Forza, as more fully described under the section titled “Comparison of Rights
of Holders of Twin Vee Common Stock and Forza X1, Inc. Common Stock.”
The Twin Vee Annual Meeting
The Twin Vee Annual Meeting will be held on [●]
at 10:00 a.m. local time, at the [●], for the following purposes:
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●
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to consider and vote upon a proposal to approve the issuance of shares
of Twin Vee Common Stock in connection with Merger, pursuant to the Merger Agreement (the “Stock Issuance Proposal”);
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● |
to consider and vote upon the election of the two
nominees for Class III directors named in this joint proxy statement/prospectus to the Twin Vee Board of Directors for a term of
three years (provided, however, that if the Merger is completed, the Twin Vee Board of Directors will be reconstituted as provided in
the Merger Agreement) (the “Twin Vee Election of Directors Proposal”); |
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● |
to consider and vote upon the ratification of the appointment of Grassi & Co., CPAs, P.C. as Twin Vee’s independent registered public accounting firm for its fiscal year ending on December 31, 2024 (the “Twin Vee Auditor Proposal”) |
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● |
to consider and approve an amendment to Twin Vee’s
Certificate of Incorporation, in substantially the form attached to the accompanying proxy statement as Annex B, at the discretion
of the Twin Vee Board of Directors, to effect a reverse stock split with respect to the issued and outstanding shares of Twin Vee Common
Stock, at a ratio of 1-for-2 to 1-for-20 (the “Twin Vee Reverse Stock Split Ratio Range”), with the ratio within such range
to be determined at the discretion of the Twin Vee Board of Directors and included in a public announcement, subject to the authority
of the Twin Vee Board of Directors to abandon such amendment (the “Twin Vee Reverse Stock Split Proposal”);
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● |
to consider and approve an amendment to the Twin
Vee PowerCats Co. Amended and Restated 2021 Stock Incentive Plan (the “Twin Vee 2021 Plan”) to increase the number of shares
of Twin Vee Common Stock available for issuance under the Twin Vee 2021 Plan by 1,000,000 shares to 3,171,800 shares (the “Plan
Increase Proposal”);
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● |
to consider and vote upon an adjournment of the Twin Vee Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal, the Twin Vee Reverse Stock Split Proposal and/or the Plan Increase Proposal (the “Twin Vee Adjournment Proposal”); and |
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● |
to transact such other business as may properly come before the Twin Vee Annual Meeting or any adjournment or postponement thereof. |
Collectively the proposals
above are referred to as the “Twin Vee Proposals”. On each matter to be voted upon, Twin Vee stockholders have one vote for
each share of Twin Vee Common Stock owned as of the Twin Vee Record Date. Votes will be counted by the inspector of election. The following
table summarizes vote requirements and the effect of abstentions and broker non-votes.
|
Proposal
Number |
|
Proposal Description |
|
Vote Required for Approval |
|
Abstentions |
|
Effect of
Broker
Non-Votes |
|
1
|
|
Stock Issuance Proposal
|
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FOR votes from the holders of a majority of voting power of shares of Twin Vee Common Stock present in person or represented by proxy shares |
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Counts as a vote “AGAINST” this proposal. |
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None
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| 2 |
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Twin Vee Election of Directors Proposal |
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The nominee receiving the most FOR votes from the holders
of Forza Common Stock present and entitled to vote
|
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Withheld votes will have no effect |
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None
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| 3 |
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Twin Vee Auditor Proposal
|
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FOR votes from the holders of a majority of voting power of shares of Twin Vee Common Stock present in person or represented by proxy shares |
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Counts as a vote “AGAINST” this proposal. |
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Not applicable
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4
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Twin Vee Reverse Stock Split Proposal
|
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FOR votes cast must exceed votes cast against the Twin Vee
Reverse Stock Split
|
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Counts as a vote “AGAINST” this proposal. |
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Not applicable
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5
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Plan Increase Proposal
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FOR votes from the holders of a majority of the voting power of shares of Twin Vee Common Stock present in person or represented by proxy shares |
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Counts as a vote “AGAINST” this proposal. |
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Not applicable |
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6
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Twin Vee Adjournment Proposal
|
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FOR votes from the holders of a majority of the voting power of shares of Twin Vee Common Stock present in person or represented by proxy shares |
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Counts as a vote “AGAINST” this proposal. |
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Not applicable
|
The information in the preceding
table with respect to the effect of broker non-votes may be incorrect or change before the Twin Vee Annual Meeting. Therefore,
if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the Twin
Vee Proposals, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted.
No Twin Vee Proposal is contingent
upon any other Twin Vee Proposal. Therefore, assuming all other closing conditions have been either satisfied or waived, the Merger will
be consummated even if the Twin Vee Reverse Stock Split Proposal is not approved by Twin Vee’s stockholders.
The Forza Annual Meeting
The Forza Annual Meeting
will be held on [●] at 10:30 a.m. local time, at the [●], for the following purposes:
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● |
to consider and vote upon a proposal to approve
the Merger, the Merger Agreement and related transactions (the “Merger Proposal”);
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● |
to consider and vote upon the election of the one nominee for Class II directors named in this Joint Proxy Statement/Prospectus to the Forza Board of Directors for a term of three years (provided, however, that if the Merger is completed, all of the Forza board members, other than Joseph Visconti, will resign as members of the Forza Board of Directors (the “Forza Election of Director Proposal”); |
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● |
to consider and vote upon the ratification of the appointment of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm for our fiscal year ending on December 31, 2024 (the “Forza Auditor Proposal”) |
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● |
to consider and approve an amendment to the Forza Amended and Restated Certificate of Incorporation, in substantially the form attached to the accompanying proxy statement as Annex B-1, at the discretion of the Forza Board of Directors, to effect a reverse stock split with respect to the issued and outstanding shares of Forza Common Stock, including stock held by the Forza as treasury shares, at a ratio of 1-for-2 to 1-for-20 (the “Forza Reverse Stock Split Ratio Range”), with the ratio within such range to be determined at the discretion of the Forza Board of Directors and included in a public announcement, subject to the authority of the Forza Board of Directors to abandon such amendment (the Forza Reverse Stock Split Proposal) (provided, however, if the Merger is effected, the Forza Reverse Stock Split will be abandoned); |
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● |
to consider and vote upon an adjournment of the Forza Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Merger Proposal and/or the Forza Reverse Stock Split Proposal (the “Forza Adjournment Proposal”); and |
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● |
to transact such other business as may properly come before the Forza Annual Meeting or any adjournment or postponement thereof. |
Collectively the proposals above are referred
to as the “Forza Proposals.” On each matter to be voted upon, stockholders have one vote for each share of Forza Common Stock
owned as of the Forza Record Date. Votes will be counted by the inspector of election. The following table summarizes vote requirements
and the effect of abstentions and broker non-votes.
|
Proposal
Number |
|
Proposal Description |
|
Vote Required for Approval |
|
Effect of
Abstentions |
|
Effect of
Broker
Non-Votes |
| 1 |
|
Merger Proposal |
|
FOR votes from the holders of a majority of outstanding voting power of Forza Common Stock, which vote shall include FOR votes from the holders of a majority of shares present in person or represented by proxy shares excluding shares held by Twin Vee |
|
Counts as a vote “AGAINST” this proposal. |
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Counts as a vote “AGAINST” this proposal. |
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2
|
|
Forza Election of Director Proposal |
|
The nominee receiving the most FOR votes from the holders
of Forza Common Stock present and entitled to vote
|
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Withheld votes will have no effect |
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None
|
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| 3 |
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Forza Auditor Proposal
|
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FOR votes from the holders of a majority of voting power of Forza Common Stock present in person or represented by proxy shares |
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None |
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Not applicable |
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| 4 |
|
Forza Reverse Stock Split Proposal
|
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FOR votes cast on the Forza Reverse Stock Split must exceed votes cast against the Forza Reverse Stock Split |
|
Counts as a vote “AGAINST” this proposal. |
|
Not applicable
|
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| 5 |
|
Forza Adjournment Proposal |
|
FOR votes from the holders of a majority of the voting power of Forza Common Stock present in person or represented by proxy shares |
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Counts as a vote “AGAINST” this proposal. |
|
Not applicable |
The information in the preceding
table with respect to the effect of broker non-votes may be incorrect or change before the
Forza Annual Meeting. Therefore,
if you are a beneficial owner and want to ensure that shares you beneficially own are voted in favor or against any or all of the Forza
Proposals, the only way you can do so is to give your broker or nominee specific instructions as to how the shares are to be voted.
No Forza Proposal is contingent
upon any other Forza Proposal except that if the Merger is effected, Forza will not implement the Forza Reverse Stock Split and all of
the Forza directors, other than Joseph Visconti, will resign as directors of Forza however, certain Forza directors will serve as directors
of the combined company. Therefore, assuming all other closing conditions have been either satisfied or waived, the Merger will be consummated
even if the other Forza Proposals are not approved by Forza’s stockholders.
In addition to the requirement
of obtaining such stockholder approval and appropriate regulatory approvals, each of the other closing conditions set forth in the Merger
Agreement must be satisfied or waived.
THE MERGER
QUESTIONS AND ANSWERS ABOUT THE MERGER
Q: What is the Merger?
A: Twin Vee, Merger Sub and Forza have entered into
the Merger Agreement. The Merger Agreement contains the terms and conditions of the proposed business combination of Twin Vee and Forza.
Pursuant to the terms of the Merger Agreement, Forza will merge with a wholly owned subsidiary of Twin Vee (the Merger). At the Effective
Time of the Merger, the holders of Forza Common Stock will receive in the Merger 0.611666275 shares of Twin Vee Common Stock in exchange
for each share of Forza Common Stock they own, which is referred to as the Exchange Ratio, for a maximum of 5,355,000 shares of Twin Vee
Common Stock (no fractional shares of Twin Vee Common Stock will be issued) and the 7,000,000 shares of Forza Common Stock held by Twin
Vee pre-Merger will be cancelled. In addition, at the Effective Time of the Merger, (i) each outstanding stock option exercisable for
shares of Forza Common Stock that is outstanding at the Effective Time of the Merger, whether vested or unvested, will be assumed by Twin
Vee and converted into a stock option to purchase the number of shares of Twin Vee Common Stock that the holder would have received if
such holder had exercised such stock option for shares of Forza Common Stock prior to the Merger and exchanged such shares for Twin Vee
Common Stock in accordance with the Exchange Ratio and (ii) each outstanding warrant to purchase shares of Forza Common Stock will be
assumed by Twin Vee and converted into a warrant to purchase the number of shares of Twin Vee Common Stock that the holder would have
received if such holder had exercised such warrant for shares of Forza Common Stock prior to the Merger and exchanged such shares for
Twin Vee Common Stock in accordance with the Exchange Ratio. For a more complete description of the Exchange Ratio, see the section titled
“The Merger Agreement—Exchange Ratio” in this Joint Proxy Statement/Prospectus.
Q: Why are the two companies proposing to merge?
A: Twin Vee and Forza are proposing the Merger because,
among other things, it is believed that the Merger will enhance stockholders value for both Twin Vee and Forza stockholders (i) by providing
a method by which the Twin Vee stockholders can more directly share in the growth of Forza and (ii) due to the cost savings expected to
be realized. For a discussion of Twin Vee’s reasons for the Merger, please see the sections entitled “The Merger Transaction—Recommendation
of the Twin Vee Board of Directors and its Reasons for the Merger” and “The Merger Transaction—Recommendation
of the Forza Board of Directors and its Reasons for the Merger”.
Q: What will happen in the Merger?
A: In the Merger, Forza will be merged into Twin Vee
and will cease to exist. Immediately after the Merger the outstanding number of shares of Twin Vee Common Stock will increase by 5,355,000
which is the number of shares of Twin Vee Common Stock issued in the Merger. Based solely upon the outstanding shares of Twin Vee Common
Stock on August 12, 2024, and the outstanding shares of Forza Common Stock on August 12, 2024, immediately following the completion of
the Merger, Forza stockholders, excluding Twin Vee, will own approximately 36% of the combined company’s outstanding common stock.
Q: Why am I receiving this Joint Proxy Statement/Prospectus?
A: You are receiving this Joint Proxy Statement/Prospectus
because you have been identified as a stockholder of Twin Vee or Forza as of August [●], 2024, as the applicable record date for
the determination of stockholders entitled to notice of, and to vote at, the Twin Vee Annual Meeting, or the Forza Annual Meeting. This
document serves as a proxy statement of Twin Vee used to solicit proxies for the Twin Vee Annual Meeting, as a prospectus of Twin Vee
used to offer shares of Twin Vee Common Stock in exchange for shares of Forza Common Stock in the Merger and as proxy statement of Forza
used to solicit proxies for the Forza Annual Meeting. This Joint Proxy Statement/Prospectus contains important information about the Merger
and the stockholder meetings of Twin Vee and Forza and you should read it carefully.
Q: What is required to consummate the Merger?
A: The companies have agreed to combine the two companies
upon the terms and conditions of the Merger Agreement that is described in this Joint Proxy Statement/Prospectus. If you are a Twin Vee
stockholder or a Forza stockholder you are receiving these proxy materials to help you decide, among other matters, how to vote your shares
with respect to the proposed Merger.
The Merger cannot be completed unless, among other
things, the stockholders of Twin Vee approve the issuance of the Twin Vee Common Stock to the Forza stockholders pursuant to the terms
of the Merger Agreement, and the Forza stockholders, including a majority of the stockholders other than Twin Vee present and entitled
to vote at the Forza Annual Meeting, approve the Merger Agreement and the Merger and the transactions contemplated thereby. Your vote
is important. Twin Vee and Forza encourage Twin Vee stockholders and Forza stockholders to vote as soon as possible.
Q: On what matters are Twin Vee stockholders being
asked to vote?
A: Twin Vee stockholders are asked to vote on the
following Twin Vee Proposals:
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● |
The approval of the issuance of shares of Twin Vee Common Stock in connection with Merger, pursuant to the Merger Agreement (the “Stock Issuance Proposal”); |
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● |
The election of two Class III nominees named herein to the Twin Vee Board of Directors (the “Twin Vee Election of Directors Proposal”); |
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● |
The ratification of the appointment of Grassi & Co., CPAs, P.C. as Twin Vee’s independent registered public accounting firm for its fiscal year ending on December 31, 2024 (the “Twin Vee Auditor Proposal”); |
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|
|
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● |
The approval of an amendment to Twin Vee’s Certificate of Incorporation,
in substantially the form attached to this Joint Proxy Statement/Prospectus as Annex B, at the discretion of the Board of Directors
of Twin Vee, to effect the Twin Vee Reverse Stock Split within the Twin Vee Reverse Stock Split Ratio Range (the “Twin Vee Reverse
Stock Split Proposal”); |
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|
|
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● |
The approval of an amendment to the Twin Vee PowerCats Co. Amended and Restated 2021 Stock Incentive Plan (the “Twin Vee 2021 Plan”) to increase the number of shares of Twin Vee Common Stock available for issuance under the Twin Vee 2021 Plan by 1,000,000 shares to 3,171,800 shares (the “Plan Increase Proposal”); |
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● |
The approval of an adjournment of the Twin Vee Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal and/or the Twin Vee Reverse Stock Split Proposal (the “Twin Vee Adjournment Proposal”); |
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● |
To transact such other business as may properly come before the Twin Vee Annual Meeting or any adjournment or postponement thereof. |
| |
|
|
Q: What vote of Twin Vee stockholders is required
to approve the Twin Vee Proposals?
A: The vote required of Twin Vee stockholders is set
forth below.
Proposal
Number |
|
Proposal Description |
|
Vote Required for Approval |
|
Effect of
Abstentions |
|
Effect of
Broker
Non-Votes |
| 1 |
|
Stock Issuance Proposal
|
|
FOR votes from
the holders of a majority of voting power of shares of Twin Vee Common Stock present in person or represented by proxy shares |
|
None |
|
Broker
Non-Votes will have the effect of a vote Against |
| |
|
|
|
|
|
|
|
|
2
|
|
Twin Vee Election of Directors
Proposal |
|
Two
nominees receiving the most FOR votes from the holders of shares of Twin Vee Common
Stock present and entitled to vote
|
|
Withheld
votes will have no effect |
|
None |
| |
|
|
|
|
|
|
|
|
| 3 |
|
Twin
Vee Auditor Proposal
|
|
FOR votes from
the holders of a majority of voting power of shares of Twin Vee Common Stock present in person or represented by proxy shares |
|
None |
|
None |
| |
|
|
|
|
|
|
|
|
| 4 |
|
Twin Vee Reverse Stock
Split Proposal |
|
FOR votes
from the holders of a majority of the voting power of shares of Twin Vee Common Stock present in
person or represented by proxy shares
|
|
None |
|
None |
| |
|
|
|
|
|
|
|
|
| 5 |
|
Plan Increase Proposal |
|
FOR votes
from the holders of a majority of the voting power of shares of Twin Vee Common Stock present in
person or represented by proxy shares
|
|
None |
|
Broker
Non-Votes will have the effect of a vote Against |
| |
|
|
|
|
|
|
|
|
| 6 |
|
Twin Vee Adjournment Proposal |
|
FOR votes from
the holders of a majority of the voting power of shares of Twin Vee Common Stock present in person or represented by proxy shares
|
|
None |
|
None |
Q: What constitutes a quorum for the Twin Vee Annual
Meeting?
A: A majority of the issued and outstanding shares
of Twin Vee Common Stock entitled to vote being present in person or represented by proxy constitutes a quorum for the Twin Vee Annual
Meeting. If a quorum is not present, the chairperson of the meeting or stockholders entitled to vote at the Twin Vee Annual Meeting present,
in person or by proxy, may adjourn the meeting, without notice other than announced at the meeting, to another place, if any, date or
time.
Q: On what matters are Forza stockholders being
asked to vote?
A: Forza stockholders are asked to vote on the following
Forza Proposals:
| |
● |
to consider and vote upon a proposal to approve the
Merger, the Merger Agreement and related transactions (the Merger Proposal);
|
| |
|
|
| |
● |
the election of the one nominee for Class II directors named in this Joint Proxy Statement/Prospectus to the Forza Board of Directors for a term of three years (provided, however, that if the Merger is completed, all of the Forza board members, other than Joseph Visconti, will resign as members of the Forza Board of Directors) (the “Forza Election of Directors Proposal”); |
| |
● |
the ratification of the appointment of Grassi & Co., CPAs, P.C. as Forza’s independent registered public accounting firm for its fiscal year ending on December 31, 2024 (the “Forza Auditor Proposal”) |
| |
● |
The approval of an amendment to the Forza Amended and Restated Certificate of Incorporation, in substantially the form attached to this Joint Proxy Statement as Annex B-1, at the discretion of the Board of Directors of Forza, to effect the Forza Reverse Stock Split within the Forza Reverse Stock Split Ratio Range (the “Forza Reverse Stock Split Proposal”); |
| |
● |
The approval of an adjournment of the Forza Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Merger Proposal and/or the Forza Reverse Stock Split Proposal (the “Forza Adjournment Proposal”); and |
Q: What vote of Forza stockholders is required
to approve the Forza Proposals?
A: The vote required of Forza stockholders is set
forth below
Proposal
Number |
|
Proposal Description |
|
Vote Required for Approval |
|
Effect of
Abstentions |
|
Effect of
Broker
Non-Votes |
1
|
|
Merger
Proposal
|
|
FOR votes
from the holders of a majority of outstanding voting power of shares of Forza Common Stock, which vote shall include FOR votes
from the holders of a majority of shares of Forza Common Stock present in person or represented by proxy shares excluding shares
held by Twin Vee |
|
Withheld
votes will have the effect of vote Against |
|
Broker
Non-Votes will have the effect of a vote Against |
| 2 |
|
Forza Election of
Director Proposal |
|
The
nominee receiving the most FOR votes from the holders of shares of Forza Common
Stock present and entitled to vote
|
|
Withheld
votes will have no effect |
|
None |
| |
|
|
|
|
|
|
|
|
| 3 |
|
Forza
Auditor Proposal
|
|
FOR votes from the holders of a majority
of voting power of shares of Forza Common Stock present in person or represented by proxy shares |
|
None |
|
None |
| |
|
|
|
|
|
|
|
|
| 4 |
|
Forza Reverse Stock Split Proposal |
FOR votes from the holders of a majority
of the voting power of shares of Forza Common Stock present in person or represented by proxy shares |
|
|
None |
|
None |
| |
|
|
|
|
|
|
|
|
| 5 |
|
Forza Adjournment Proposal |
FOR votes from the holders of a majority
of the voting power of shares of Forza Common Stock present in person or represented by proxy shares |
|
|
None |
|
None |
Q: What constitutes a quorum for the Forza Annual
Meeting?
A: A majority of the issued and outstanding shares
of Forza Common Stock entitled to vote being present in person or represented by proxy constitutes a quorum for the Forza Annual Meeting.
If a quorum is not present, the chairperson of the meeting or stockholders entitled to vote at the meeting present, in person or by proxy,
may adjourn the meeting, without notice other than announced at the meeting, to another place, if any, date or time.
Q: When and where are the stockholder meetings?
A: The Twin Vee Annual Meeting will take place on
_________, 2024 at 10:00 a.m., Eastern Time, at the offices of Twin Vee, 3101 S. U.S. Highway 1, Florida 34982. The Forza Annual Meeting
will take place on _________, 2024 at 11:00 a.m., Eastern Time, at the offices of Forza, 3101 S. U.S. Highway 1, Fort Pierce, Florida
34982.
Q: Who is entitled to vote at the Twin Vee Annual
Meeting?
A: Each outstanding share of Twin Vee Common Stock
entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. Only stockholders of record at the close of
business on the Twin Vee Record Date, [●], 2024, are entitled to receive notice of the Twin Vee Annual Meeting and to vote the shares
of Twin Vee Common Stock that they held on that date at the meeting, or any adjournment or postponement of the meeting. If your shares
are held for you as a beneficial holder in “street name,” please refer to the information forwarded to you by your bank, broker
or other holder of record to see what you must do to vote your shares.
A complete list of stockholders entitled to vote at
the Twin Vee Annual Meeting will be available for examination by any stockholder at Twin Vee’s corporate headquarters, 3101 S. U.S.
Highway 1, Fort Pierce, Florida 34982, during normal business hours for a period of ten days before the Twin Vee Annual Meeting and at
the time and place of the meeting.
Q: Who is entitled to vote at the Forza Annual
Meeting?
A: Each outstanding share of Forza Common Stock entitles
its holder to cast one vote on each matter to be voted upon at the annual meeting. Only stockholders of record at the close of business
on the Forza Record Date, [●], 2024, are entitled to receive notice of the Forza Annual Meeting and to vote the shares of Forza
Common Stock that they held on that date at the meeting, or any adjournment or postponement of the meeting. If your shares are held for
you as a beneficial holder in “street name,” please refer to the information forwarded to you by your bank, broker or other
holder of record to see what you must do to vote your shares.
A complete list of stockholders entitled to vote at
the Forza Annual Meeting will be available for examination by any stockholder at Forza’s corporate headquarters, 3101 S. U.S. Highway
1, Fort Pierce, Florida 34982, during normal business hours for a period of ten days before the Forza Annual Meeting and at the time and
place of the meeting.
Q: How do the Board of Directors of Twin Vee and
Forza recommend I vote?
A: The Twin Vee Board of Directors and the Forza Board
of Directors have recommended that stockholders vote “FOR” each proposal.
After careful consideration, the Twin Vee Board of
Directors has determined by unanimous vote the Merger to be fair to Twin Vee stockholders and in their best interests, and declared the
Merger advisable. The Twin Vee Board of Directors approved the Merger Agreement and recommends that Twin Vee stockholders adopt and approve
the issuance of the Twin Vee Common Stock to the Forza stockholders pursuant to the terms of the Merger Agreement.
After careful consideration, the Forza Board of Directors
has determined by unanimous vote the Merger to be fair to Forza stockholders and in their best interests, and declared the Merger advisable.
The Forza Board of Directors approved the Merger and the Merger Agreement and recommends that Forza stockholders adopt and approve the
Merger and the Merger Agreement and related transactions.
In considering the recommendation of the Twin Vee
Board of Directors and the Forza Board of Directors with respect to the proposals, Forza and Twin Vee stockholders should be aware that
certain directors and officers of Twin Vee and Forza have certain interests in the merger that are different from, or are in addition
to, the interests of stockholders generally. We encourage you to read the sections titled “Interests of Twin Vee Directors and Executive
Officers in the Merger” and “Interests of Forza Directors and Executive Officers in the Merger” for a discussion of
these interests.
Q: How do I vote?
A: You may vote by mail by completing, signing and
dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If you mark your voting instructions on
the proxy card, your shares will be voted:
If you return a signed card, but do not provide voting
instructions, your shares will be voted:
| |
● |
if you are a Twin Vee stockholder, FOR approval of the issuance of shares of Twin Vee Common Stock pursuant to the Merger Agreement and the Merger; FOR the election of the two Class III nominees; FOR the ratification of the appointment of Grassi & Co., CPAs, P.C. as Twin Vee’s independent registered public accounting firm for its fiscal year ending on December 31, 2024; FOR the Twin Vee Reverse Stock Split Proposal; FOR the Plan Increase Proposal, FOR the Twin Vee Adjournment Proposal; |
| |
● |
if you are a Forza stockholder, FOR approval of the Merger and the Merger Agreement, FOR the election of the one Class II nominee; FOR the ratification of the appointment of Grassi & Co., CPAs, P.C. as Forza’s independent registered public accounting firm for its fiscal year ending on December 31, 2024; FOR the Forza Reverse Stock Split Proposal; FOR the Forza Adjournment Proposal; |
| |
|
|
| |
● |
if you are a stockholder of record of Twin Vee, you may also vote on the Internet at _______________; |
| |
|
|
| |
● |
if you are a stockholder of record of Forza, you may also vote on the Internet at _______________. |
| |
● |
if your shares of Twin Vee Common Stock or Forza Common Stock are registered directly in your name with the transfer agent, you are considered to be the stockholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by either Twin Vee or Forza. If you are a Twin Vee stockholder of record, you may attend the Twin Vee Annual Meeting and vote your shares in person. Even if you plan to attend the Twin Vee Annual Meeting in person, Twin Vee requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the Twin Vee Annual Meeting if you are unable to attend. If you are a Forza stockholder of record, you may attend the Forza Annual Meeting and vote your shares in person. Even if you plan to attend the Forza Annual Meeting in person, Forza requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the Forza Annual Meeting if you are unable to attend. If your shares of Twin Vee Common Stock or Forza Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. As the beneficial owner, you are also invited to attend the applicable meeting. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the applicable annual meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. |
Q: What do I do if I want to change my vote?
A: You may send in a later-dated, signed proxy or
proxy card to your company’s Secretary before your meeting or you can attend your meeting in person and vote. You may also revoke
your proxy by sending a notice of revocation to your company’s Secretary at 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982.
If you voted by the Internet, you can submit a later vote using such method.
Q: If my shares are held in “street name”
by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?
A: If you do not provide your broker, bank or nominee
with instructions on how to vote your “street name” shares, your broker, bank or nominee will not be permitted to vote them
on the “non-routine” matters that are to be considered by the Twin Vee stockholders relating to the issuance of Twin Vee Common
Stock pursuant to the Merger Agreement and by the Forza stockholders relating to the approval of the Merger, Merger Agreement and related
transactions. You should therefore be sure to provide your broker with instructions on how to vote your shares.
If you wish to vote your shares in person, you must
bring to the meeting a letter from the broker, bank or nominee confirming your beneficial ownership in the shares to be voted.
Q: What is the effect of abstentions and broker
non-votes?
A: Abstentions with respect to Twin Vee Proposal No.
1, 3, 4 and 5, will have the same effect as an AGAINST vote. Abstentions with respect to all other proposals will have no effect on the
outcome of the vote. Abstentions will be counted for the purpose of determining a quorum at the stockholder meetings.
Matters subject to stockholder vote are classified
as “routine” or “non-routine.” In the case of non-routine matters, brokers may not vote shares held in “street
name” for which they have not received voting instructions from the beneficial owner (“Broker Non-Votes”), whereas they
may vote those shares in their discretion in the case of any routine matter. Broker Non-Votes will be counted for purposes of calculating
whether a quorum is present at the stockholder meetings, but will not be counted for purposes of determining the numbers of votes present
in person or represented by proxy and entitled to vote with respect to a particular proposal. Broker Non-Votes for Twin Vee Proposal No.
1, Twin Vee Proposal No. 5, Forza Proposal No. 1, will have the same effect as an AGAINST vote. Twin Vee Proposals No. 1, 2 and 5 and
Forza Proposals No. 1 and No. 2 are non-routine matters and Twin Vee Proposals No. 3, 4 and 6 and Forza Proposals No. 3, 4 and 5 are routine
matters. Broker non-votes for these other routine matters are not expected to exist in connection with such proposals since they are routine
matters for which brokers that vote at the annual meeting may vote in their discretion if beneficial owners do not provide voting instructions
to the brokers) will have no effect on the proposals. Therefore, it is important that you complete and return your proxy early so that
your vote may be recorded.
Votes cast by proxy or in person at the stockholder
meetings will be tabulated by the inspectors of election appointed for the stockholder meetings, who also will determine whether a quorum
is present.
Q: What appraisal rights do stockholders have in
connection with the Merger?
A: No appraisal rights are available to holders of
Twin Vee Common Stock or Forza Common Stock in connection with the Merger in accordance with Section 262 of the DGCL.
Q: What happens if I do not return a proxy card
or otherwise provide proxy instructions?
A: If you are a Twin Vee stockholder, the failure
to return your proxy card or otherwise provide proxy instructions could be a factor in establishing a quorum for the annual meeting of
Twin Vee stockholders for purposes of approving the issuance of shares pursuant to the merger agreement or other actions sought to be
taken, which is required to transact business at the meeting. If you are a Forza stockholder, the failure to return your proxy card or
otherwise provide proxy instructions could be a factor in establishing a quorum for the annual meeting of Forza stockholders for purposes
of approving the Merger Agreement or other actions sought to be taken, which is required to transact business at the meeting.
Q: Should I send in my stock certificates now?
A: No. If the Merger is completed, Twin Vee will send
Forza stockholders written instructions for exchanging their stock certificates. Twin Vee stockholders will keep their existing certificates.
Q: When do you expect the Merger to be completed?
A: Both Twin Vee and Forza are working towards completing
the Merger as quickly as possible. We hope to complete the Merger by the end of the fourth quarter of 2024. However, the exact timing
of completion of the Merger cannot be determined yet because completion of the Merger is subject to a number of conditions.
Q: How many outstanding shares of Twin Vee Common
Stock will exist immediately after the closing of the Merger?
A: Immediately Following the closing of the Merger,
we anticipate that there will be approximately 14,875,000 shares of authorized but unissued Twin Vee Common Stock. In addition to the
number of issued and outstanding shares of Twin Vee Common Stock after the closing of the Merger, Twin Vee has reserved approximately
2,170,000 shares for future issuance as a result of outstanding stock options and warrants of Twin Vee and 868,000 shares
for future issuance as a result of outstanding stock options and warrants of Forza, which upon the closing of the Merger will be exercisable
for shares of Twin Vee Common Stock.
Q: What are the federal income tax consequences
of the Merger?
A: Neither Twin Vee nor Forza has requested or received
a ruling from the Internal Revenue Service that the Merger should qualify as a reorganization. The Merger should qualify as a reorganization
pursuant to Section 368(a) of the Code. Assuming that the Merger qualifies as a reorganization, Forza stockholders should not recognize
any gain or loss for U.S. federal income tax purposes if they exchange their shares of Forza Common Stock solely for shares of Twin Vee
Common Stock.
Tax matters are very complicated, and the tax consequences
of the Merger to each Forza stockholder will depend on the facts of that stockholder’s particular situation. You are urged to consult
your own tax advisors regarding the specific tax consequences of the Merger, including tax return reporting requirements, the applicability
of federal, state, local and foreign tax laws and the effect of any proposed changes in the tax laws. See “The Merger Transaction—Certain
U.S. Federal Income Tax Consequences of the Merger”.
Q: Whom do I call if I have questions about the
meetings or the Merger?
A: Twin Vee stockholders may call Twin Vee Investor
Relations at (561) 283-4412. Forza stockholders may call Forza Investor Relations at (561) 283-4412.
Summary Risk Factors
The following is a summary of the key risks relating
to the merger and each company. A more detailed description of each of the risks can be found under the section “Risk Factors.”
RISKS RELATED TO THE MERGER
| |
● |
All of Forza’s executive officers and all but one of its directors serve on both the Twin Vee and Forza Board of Directors and therefore have conflicts of interest that may influence them to support or approve the merger without regard to your interests. In addition, the one director that does not sit on both the Twin Vee and Forza Board of Directors is expected to serve as a director of the combined company and therefore may also have a conflict of interest. |
| |
● |
The exchange ratio is not adjustable based on the market price of Twin Vee Common Stock so the Merger consideration at the closing may have a greater or lesser value than it had at the time the Merger Agreement was signed. |
| |
● |
The combined company’s stock price is expected to be volatile, and the market price of its common stock may drop following the Merger. |
| |
● |
The market price of the combined company’s common stock may decline as a result of the Merger. |
| |
● |
The combined company may not experience the anticipated strategic benefits of the Merger. |
| |
● |
If the conditions to the Merger are not met, the Merger will not occur. |
| |
● |
Twin Vee and Forza will incur substantial expenses related to this transaction whether or not the Merger is completed. |
| |
● |
Twin Vee will assume all of Forza’s outstanding liabilities if the Merger is completed. |
| |
● |
The pro forma financial statements are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Merger. |
| |
● |
Although Houlihan’s opinion was given to the Twin Vee Board of Directors on August 6, 2024, it does not reflect any changes in market and economic circumstances after August 6, 2024. |
| |
● |
Although InteleK’s opinion was given to Forza’s Board of Directors on August 9, 2024, it does not reflect any changes in market and economic circumstances after August 9, 2024. |
| |
● |
The issuance of the Merger consideration is subject to approval by the stockholders of Twin Vee and the Merger and Merger Agreement are subject to approval by the Forza stockholders, including a majority of the stockholders excluding Twin Vee.. |
| |
● |
Twin Vee’s business and stock price may be adversely affected if the acquisition of Forza is not completed. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Joint Proxy Statement/Prospectus contains “forward-looking
statements.” Twin Vee and Forza use words such as “could,” “may,” “might,” “will,”
“expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,”
“intend,” “plan,” “project,” and other similar expressions to identify some forward-looking statements,
but not all forward-looking statements include these words. All of their forward-looking statements involve estimates and uncertainties
that could cause actual results to differ materially from those expressed in the forward-looking statements. Accordingly, any such statements
are qualified in their entirety by reference to the information described under the caption “Risk Factors” and elsewhere in
this Joint Proxy Statement/Prospectus.
The forward-looking statements contained in this Joint
Proxy Statement/Prospectus are based on assumptions that Twin Vee and/or Forza have made in light of their industry experience and their
perceptions of historical trends, current conditions, expected future developments, and other factors they believe are appropriate under
the circumstances. As you read and consider this Joint Proxy Statement/Prospectus, you should understand that these statements are not
guarantees of performance or results. They involve risks, uncertainties (many of which are beyond Twin Vee and Forza’s control),
and assumptions. Although Twin Vee and Forza believe that these forward-looking statements are based on reasonable assumptions, you should
be aware that many factors could affect their actual operating and financial performance and cause their performance to differ materially
from the performance anticipated in the forward-looking statements. Twin Vee and Forza believe these factors include, but are not limited
to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove
incorrect, their actual operating and financial performance may vary in material respects from the performance projected in these forward-looking
statements.
Further, any forward-looking statement speaks only
as of the date on which it is made, and except as required by law, Twin Vee and Forza undertake no obligation to update any forward-looking
statement contained in this Joint Proxy Statement/Prospectus to reflect events or circumstances after the date on which it is made or
to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors that could cause Twin Vee’s and/or
Forza’s business not to develop as they expect emerge from time to time, and it is not possible for them to predict all of them.
Further, they cannot assess the impact of each currently known or new factor on their results of operations or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
SELECTED HISTORICAL FINANCIAL DATA
The following tables present summary historical data for Twin Vee and Forza,
summary unaudited pro forma condensed combined financial data for Twin Vee and Forza and comparative historical and unaudited pro forma
per share data for Twin Vee and Forza.
SELECTED HISTORICAL FINANCIAL DATA OF TWIN VEE
The following table sets forth the selected consolidated
financial data of Twin Vee. The selected consolidated statements of operations and consolidated balance sheets as of and for the year
ended December 31, 2023 and 2022 are derived from Twin Vee 2023 Annual Report, which is incorporated by reference into this Joint Proxy
Statement/Prospectus. The selected consolidated statements of operations and consolidated balance sheets as of June 30, 2024 and the six
months ended June 30, 2024 and 2023 are derived from Twin Vee’s unaudited consolidated financial statements contained in Twin Vee’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which is incorporated by reference into this Joint Proxy Statement/Prospectus.
You should read this information in conjunction with Twin Vee’s consolidated financial statements and related notes included in
Twin Vee Annual Report and Twin Vee’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Historical results are
not necessarily indicative of the results to be expected in the future.
| | |
Six Months Ended June 30, | |
Years Ended December 31, |
| | |
2024 | |
2023 | |
2023 | |
2022 |
| Selected Consolidated Statements of Operations Data: | |
| | | |
| | | |
| | | |
| | |
| Net Sales | |
$ | 9,603,164 | | |
$ | 17,001,847 | | |
$ | 33,425,912 | | |
$ | 31,987,724 | |
| Total operating expenses | |
$ | 7,681,934 | | |
$ | 7,959,023 | | |
$ | 21,710,326 | | |
$ | 21,330,918 | |
| Net loss | |
$ | (6,854,390 | ) | |
$ | (3,732,208 | ) | |
$ | (9,782,196 | ) | |
$ | (5,793,414 | ) |
| Net loss per share-basic and diluted | |
$ | (0.49 | ) | |
$ | (0.26 | ) | |
$ | (0.76 | ) | |
$ | (0.67 | ) |
| Weighted-average common shares used to compute basic and diluted net loss per share | |
| 9,520,000 | | |
| 9,520,000 | | |
| 9,520,000 | | |
| 7,624,938 | |
| |
|
As of June 30, |
|
As of December 31, |
| |
|
2024 |
|
2023 |
|
2022 |
| Selected Consolidated Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
13,927,460 |
|
|
$ |
16,497,703 |
|
|
$ |
23,501,007 |
|
| Total assets |
|
$ |
33,753,304 |
|
|
$ |
39,846,713 |
|
|
$ |
38,231,480 |
|
| Total liabilities |
|
$ |
7,814,052 |
|
|
$ |
7,797,098 |
|
|
$ |
5,210,591 |
|
| Total stockholders’ equity |
|
$ |
25,929,252 |
|
|
$ |
32,049,615 |
|
|
$ |
33,020,889 |
|
SELECTED HISTORICAL FINANCIAL
DATA OF FORZA
The following table sets forth the selected consolidated
financial data of Forza. The selected consolidated statements of operations and consolidated balance sheets as of and for the year ended
December 31, 2023 and 2022 are derived from Forza’s Annual Report on Form 10-K as of and for the year ended December 31, 2023 (the
“Forza 2023 Annual Report”), which is incorporated by reference into this Joint Proxy Statement/Prospectus. The selected consolidated
statements of operations and consolidated balance sheets as of June 30, 2024 and the six months ended June 30, 2024 and 2023 are derived
from Forza’s unaudited consolidated financial statements contained in Forza’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2024, which is incorporated by reference into this Joint Proxy Statement/Prospectus. You should read this information in
conjunction with Forza’s consolidated financial statements and related notes included in the Forza 2023 Annual Report and Forza’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Historical results are not necessarily indicative of the results to
be expected in the future.
| | |
Six Months Ended June 30, | |
Years Ended December 31, |
| | |
2024 | |
2023 | |
2023 | |
2022 |
| Selected Consolidated Statements of Operations Data: | |
| | | |
| | | |
| | | |
| | |
| Net Sales, related party | |
$ | — | | |
$ | — | | |
$ | 37,118 | | |
$ | — | |
| Total Operating Expenses | |
$ | 4,202,330 | | |
$ | 3,658,533 | | |
$ | 6,472,914 | | |
$ | 3,420,515 | |
| Net loss | |
$ | (3,999,391 | ) | |
$ | (3,488,786 | ) | |
$ | (5,933,113 | ) | |
$ | (3,630,081 | ) |
| Net loss per share-basic and diluted | |
$ | (0.25 | ) | |
$ | (0.32 | ) | |
$ | (0.44 | ) | |
$ | (0.44 | ) |
| Weighted-average common shares used to compute basic and diluted net loss per share | |
| 15,754,774 | | |
| 10,950,000 | | |
| 13,365,613 | | |
| 8,332,735 | |
| | |
As of June 30, | |
As of December 31, |
| | |
2024 | |
2023 | |
2022 |
| Selected Consolidated Balance Sheet Data: | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 8,188,879 | | |
$ | 9,821,531 | | |
$ | 12,767,199 | |
| Total assets | |
$ | 13,156,741 | | |
$ | 16,921,844 | | |
$ | 14,221,926 | |
| Total liabilities | |
$ | 658,643 | | |
$ | 901,311 | | |
$ | 521,723 | |
| Total stockholders’ equity | |
$ | 12,498,098 | | |
$ | 16,020,533 | | |
$ | 13,700,203 | |
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL
INFORMATION OF TWIN VEE AND FORZA
The following information does not give effect
to the proposed Twin Vee Reverse Stock Split or the Forza Reverse Stock Split described in the Twin Vee Reverse Stock Split Proposal and
the Forza Reverse Stock Split Proposal.
The following unaudited pro forma combined consolidated
financial information assumes that each share of Forza Common Stock will be exchanged for 0.611666275 shares of Twin Vee Common Stock.
Utilizing the Exchange Ratio of 64/36, it is anticipated that Forza Common Stockholders will own approximately 36% of the voting stock
of the combined company after the Merger.
The unaudited pro forma combined consolidated financial
information is based upon the assumption that the total number of shares of Forza Common Stock outstanding immediately prior to the completion
of the Merger will be 15,754,774 and utilizes the Exchange Ratio of 64/36, which will result in 5,355,000 shares of Twin Vee Common Stock
being issued in the transaction.
The unaudited pro forma condensed combined
balance sheet as of June 30, 2024 assumes that the transaction took place at the beginning of the year and combines the historical balance
sheets of Twin Vee and Forza as of such date. The unaudited pro forma condensed combined statements of operations for the three months
ended June 30, 2024 and the year ended December 31, 2023 assume that the transaction took place as of January 1, 2023, and combine
the historical results of Twin Vee and Forza for each period. The historical financial statements of Twin Vee and Forza have been adjusted
to give pro forma effect to events that are (i) directly attributable to the transaction, (ii) factually supportable, and (iii) with
respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results.
The notes to the unaudited pro forma combined consolidated
financial statements describe the pro forma amounts and adjustments presented below. This pro forma data is not necessarily indicative
of the operating results that Twin Vee would have achieved had it completed the merger as of the beginning of the period presented and
should not be considered as representative of future operations.
The unaudited pro forma combined consolidated financial
information presented below is based on, and should be read together with, the historical financial information and
their respective management’s discussion and analysis of financial condition and results of operations. Twin Vee’s historical
audited consolidated financial statements for the years ended December 31, 2023 and 2022 and unaudited consolidated financial statements
for the six months ended June 30, 2024 and 2023 have been derived from the Twin Vee 2023 Annual Report and Twin Vee’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2024, which are incorporated by reference into this Joint Proxy Statement/Prospectus.
Forza’s historical audited consolidated financial statements for the years ended December 31, 2023 and 2022 and unaudited consolidated
financial statements for the six months ended June 30, 2024 and 2023 have been derived from the Forza’s 2023 Annual Report and Forza’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, which are incorporated by reference into this Joint Proxy
Statement/Prospectus.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
| | |
Twin Vee Powercats Co. Inc. | |
Forza X1, Inc. | |
Eliminations & Merger |
|
|
Powercats Co. Inc. Pro Forma |
| | |
June 30, 2024 | |
June 30, 2024 | |
Adjustments |
|
|
June 30, 2024 |
| Assets | |
| | | |
| | | |
| | |
| |
| | |
| Current Assets | |
| | | |
| | | |
| | |
| |
| | |
| Cash and cash equivalents | |
$ | 13,927,460 | | |
$ | 8,188,879 | | |
| (8,188,879 | ) |
A | |
$ | 13,927,460 | |
| Restricted cash | |
| 210,876 | | |
| — | | |
| — | |
| |
| 210,876 | |
| Accounts receivable | |
| 115,793 | | |
| — | | |
| — | |
| |
| 115,793 | |
| Marketable securities | |
| 995,208 | | |
| — | | |
| — | |
| |
| 995,208 | |
| Inventories, net | |
| 4,147,507 | | |
| 273,076 | | |
| (273,076 | ) |
A | |
| 4,147,507 | |
| Due from affiliates, net | |
| — | | |
| 18,384 | | |
| (18,384 | ) |
| |
| — | |
| Prepaid expenses and other current assets | |
| 185,263 | | |
| 73,513 | | |
| (73,513 | ) |
A | |
| 185,263 | |
| Total current assets | |
| 19,582,107 | | |
| 8,553,852 | | |
| (8,553,852 | ) |
| |
| 19,582,107 | |
| | |
| | | |
| | | |
| | |
| |
| | |
| | |
| | | |
| | | |
| | |
| |
| | |
| Property and equipment, net | |
| 13,506,672 | | |
| 4,565,008 | | |
| (4,565,008 | ) |
A | |
| 13,506,672 | |
| | |
| | | |
| | | |
| | |
| |
| | |
| Operating lease right of use asset | |
| 615,815 | | |
| 30,364 | | |
| (30,364 | ) |
A | |
| 615,815 | |
| Security deposit | |
| 48,709 | | |
| 7,517 | | |
| (7,517 | ) |
A | |
| 48,710 | |
| Total Assets | |
$ | 33,753,304 | | |
$ | 13,156,741 | | |
$ | (13,156,741 | ) |
| |
$ | 33,753,304 | |
| | |
| | | |
| | | |
| | |
| |
| | |
| Liabilities and Stockholders' Equity | |
| | | |
| | | |
| | |
| |
| | |
| Current Liabilities: | |
| | | |
| | | |
| | |
| |
| | |
| Accounts payable | |
$ | 2,779,814 | | |
$ | 503,646 | | |
| (503,646 | ) |
A | |
$ | 2,779,814 | |
| Accrued liabilities | |
| 1,107,611 | | |
| 27,814 | | |
| (27,814 | ) |
A | |
| 1,107,611 | |
| Due to affiliated companies | |
| — | | |
| — | | |
| — | |
| |
| — | |
| Contract liabilities | |
| 6,175 | | |
| 6,175 | | |
| (6,175 | ) |
A | |
| 6,175 | |
| Finance lease liability | |
| 218,348 | | |
| 24,535 | | |
| (24,535 | ) |
A | |
| 218,348 | |
| Operating lease right of use liability | |
| 448,611 | | |
| 23,073 | | |
| (23,073 | ) |
A | |
| 448,611 | |
| Total current liabilities | |
| 4,560,559 | | |
| 585,243 | | |
| (585,243 | ) |
| |
| 4,560,559 | |
| | |
| | | |
| | | |
| | |
| |
| | |
| Economic Injury Disaster Loan | |
| 499,900 | | |
| — | | |
| — | |
| |
| 499,900 | |
| Finance lease liability - noncurrent | |
| 2,535,033 | | |
| 73,400 | | |
| (73,400 | ) |
A | |
| 2,535,033 | |
| Operating lease liability - noncurrent | |
| 218,560 | | |
| — | | |
| — | |
| |
| 218,560 | |
| Total Liabilities | |
| 7,814,052 | | |
| 658,643 | | |
| (658,643 | ) |
| |
| 7,814,052 | |
| | |
| | | |
| | | |
| | |
| |
| | |
| Stockholders' equity: | |
| | | |
| | | |
| | |
| |
| | |
| Preferred stock: 10,000,000 authorized; $0.001 par value; no shares | |
| — | | |
| — | | |
| — | |
| |
| — | |
| issued and outstanding | |
| | | |
| | | |
| | |
| |
| | |
| Common stock: 50,000,000 authorized; $0.001 par value | |
| 9,520 | | |
| 15,784 | | |
| (10,429 | ) |
B/C | |
| 14,875 | |
| Treasury Stock | |
| — | | |
| (21,379 | ) | |
| 21,379 | |
B | |
| — | |
| Additional paid-in capital | |
| 38,592,684 | | |
| 26,523,829 | | |
| (20,213,224 | ) |
B/C | |
| 44,903,289 | |
| Accumulated deficit | |
| (18,978,912 | ) | |
| (14,020,136 | ) | |
| 14,020,136 | |
B | |
| (18,978,912 | ) |
| Equity attributed to stockholders of Twin Vee PowerCats Co, Inc. | |
| 19,623,292 | | |
| 12,498,098 | | |
| (6,182,138 | ) |
| |
| 25,939,252 | |
| Equity attributable to noncontrolling interests | |
| 6,315,960 | | |
| — | | |
| (6,315,960 | ) |
| |
| — | |
| Total stockholders’ equity | |
| 25,939,252 | | |
| 12,498,098 | | |
| (12,498,098 | ) |
| |
| 25,939,252 | |
| | |
| | | |
| | | |
| | |
| |
| | |
| Total Liabilities and Stockholders' Equity | |
$ | 33,753,304 | | |
$ | 13,156,741 | | |
$ | (13,156,741 | ) |
| |
$ | 33,753,304 | |
A - Represents elimination of Forza balances included in Twin
Vee consolidated balance sheet
B - Represents elimination of Forza equity and accumulated deficit and non-controlling interest no longer eliminated post-merger
C - Represents issuance of Twin Vee common stock to non-Twin Vee shareholders of Forza stock and the offset to the elimination of the
Forza non-controlling interest previously eliminated from the Twin Vee balance sheet.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| |
|
Twin
Vee Powercats Co. |
|
Forza
X1, Inc. Six Months Ended |
|
Eliminations
and |
|
|
Twin
Vee Powercats Co. Inc. Six Months Ended June |
| |
|
Inc.
Six June 30, 2024 |
|
June
30, 2024 |
|
Merger
Adjustments |
|
|
30,
2024
Pro Forma |
| Net
sales |
|
$ |
9,603,164 |
|
|
$ |
— |
|
|
|
— |
|
|
|
$ |
9,603,164 |
|
| Cost
of products sold |
|
|
9,123,511 |
|
|
|
56,413 |
|
|
|
(56,413 |
) |
A |
|
|
9,123,511 |
|
| Gross
profit (loss) |
|
|
479,653 |
|
|
|
(56,413 |
) |
|
|
56,413 |
|
|
|
|
479,653 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling,
general and administrative |
|
|
1,449,912 |
|
|
|
524,516 |
|
|
|
(920,143 |
) |
A/B |
|
|
1,054,285 |
|
| Salaries
and wages |
|
|
2,495,616 |
|
|
|
1,122,851 |
|
|
|
(1,122,851 |
) |
A |
|
|
2,495,616 |
|
| Professional
fees |
|
|
707,692 |
|
|
|
251,106 |
|
|
|
(387,739 |
) |
A/B |
|
|
571,059 |
|
| Impairment
of property & equipment |
|
|
1,674,000 |
|
|
|
1,674,000 |
|
|
|
(1,674,000 |
) |
A |
|
|
1,674,000 |
|
| Depreciation
and amortization |
|
|
860,239 |
|
|
|
119,752 |
|
|
|
(119,752 |
) |
A |
|
|
860,239 |
|
| Research
and development |
|
|
494,475 |
|
|
|
510,105 |
|
|
|
(510,105 |
) |
A |
|
|
494,475 |
|
| Total
operating expenses |
|
|
7,681,934 |
|
|
|
4,202,330 |
|
|
|
(4,734,590 |
) |
|
|
|
7,149,674 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss
from operations |
|
|
(7,202,281 |
) |
|
|
(4,258,743 |
) |
|
|
4,791,003 |
|
|
|
|
(6,670,021 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other
income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend
income |
|
|
396,671 |
|
|
|
245,010 |
|
|
|
(245,010 |
) |
A |
|
|
396,671 |
|
| Other
income |
|
|
32,962 |
|
|
|
— |
|
|
|
— |
|
|
|
|
32,962 |
|
| Interest
expense |
|
|
(121,887 |
) |
|
|
(3,938 |
) |
|
|
3,938 |
|
A |
|
|
(121,887 |
) |
| Interest
income |
|
|
7,879 |
|
|
|
— |
|
|
|
— |
|
|
|
|
7,879 |
|
| Unrealized
gain on marketable securities |
|
|
32,266 |
|
|
|
18,280 |
|
|
|
(18,280 |
) |
A |
|
|
32,266 |
|
| Total
other income |
|
|
347,891 |
|
|
|
259,352 |
|
|
|
(259,352 |
) |
|
|
|
347,891 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income
before income tax |
|
|
(6,854,390 |
) |
|
|
(3,999,391 |
) |
|
|
4,531,651 |
|
|
|
|
(6,322,130 |
) |
| Income
taxes provision |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
| Net
loss |
|
|
(6,854,390 |
) |
|
|
(3,999,391 |
) |
|
|
4,531,651 |
|
|
|
|
(6,322,130 |
) |
| Less:
Net loss attributable to noncontrolling interests |
|
|
(2,222,462 |
) |
|
|
|
|
|
|
2,222,462 |
|
A |
|
|
— |
|
| Net
loss attributed to stockholders of Twin Vee PowerCats Co, Inc |
|
|
(4,631,928 |
) |
|
|
(3,999,391 |
) |
|
|
2,309,189 |
|
|
|
|
(6,322,130 |
) |
A
- Represents elimination of intercompany revenues and cost of sales, and non-controlling interests, and Forza amounts included in
Twin Vee consolidated results
B - Represents adjustment for public company costs no longer borne by Forza related to the
merger
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| |
|
Twin Vee Powercats Co. Inc. Year Ended December 31, 2023 |
|
Forza X1, Inc. Year Ended December 31, 2023 |
|
Eliminations and Merger Adjustments |
|
|
Twin Vee Powercats Co. Inc. Year Ended December 31, 2023 Pro Forma |
| Net sales |
|
$ |
33,425,912 |
|
|
$ |
37,118 |
|
|
|
(37,118 |
) |
A |
|
$ |
33,425,912 |
|
| Cost of products sold |
|
|
23,702,885 |
|
|
|
157,637 |
|
|
|
(157,637 |
) |
A |
|
|
23,702,885 |
|
| Gross profit |
|
|
9,723,027 |
|
|
|
(120,519 |
) |
|
|
120,519 |
|
|
|
|
9,723,027 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling, general and administrative |
|
|
3,734,406 |
|
|
|
1,112,920 |
|
|
|
(1,614,657 |
) |
A/B |
|
|
3,232,669 |
|
| Salaries and wages |
|
|
13,929,580 |
|
|
|
3,279,195 |
|
|
|
(3,279,195 |
) |
A |
|
|
13,929,580 |
|
| Professional fees |
|
|
1,249,388 |
|
|
|
353,996 |
|
|
|
(634,905 |
) |
A/B |
|
|
968,479 |
|
| Depreciation and amortization |
|
|
1,353,383 |
|
|
|
185,900 |
|
|
|
(185,900 |
) |
A |
|
|
1,353,383 |
|
| Research and development |
|
|
1,443,569 |
|
|
|
1,540,903 |
|
|
|
(1,540,903 |
) |
A |
|
|
1,443,569 |
|
| Total operating expenses |
|
|
21,710,326 |
|
|
|
6,472,914 |
|
|
|
(7,255,560 |
) |
|
|
|
20,927,680 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
|
(11,987,299 |
) |
|
|
(6,593,433 |
) |
|
|
7,376,079 |
|
|
|
|
(11,204,653 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend income |
|
|
909,215 |
|
|
|
507,794 |
|
|
|
(507,794 |
) |
A |
|
|
909,215 |
|
| Other income |
|
|
9,898 |
|
|
|
— |
|
|
|
— |
|
|
|
|
9,898 |
|
| Interest expense |
|
|
(221,157 |
) |
|
|
(3,694 |
) |
|
|
3,694 |
|
A |
|
|
(221,157 |
) |
| Interest income |
|
|
48,370 |
|
|
|
1,401 |
|
|
|
(1,401 |
) |
A |
|
|
48,370 |
|
| Loss on disposal of assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
| Unrealized gain on marketable securities |
|
|
87,781 |
|
|
|
50,878 |
|
|
|
(50,878 |
) |
A |
|
|
87,781 |
|
| Realized gain on marketable securities |
|
|
103,941 |
|
|
|
103,941 |
|
|
|
(103,941 |
) |
A |
|
|
103,941 |
|
| Employee Retention Credit income |
|
|
1,267,055 |
|
|
|
— |
|
|
|
— |
|
|
|
|
1,267,055 |
|
| Total other income |
|
|
2,205,103 |
|
|
|
660,320 |
|
|
|
(660,320 |
) |
|
|
|
2,205,103 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income before income tax |
|
|
(9,782,196 |
) |
|
|
(5,933,113 |
) |
|
|
6,715,759 |
|
|
|
|
(8,999,550 |
) |
| Income taxes provision |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
| Net loss |
|
|
(9,782,196 |
) |
|
|
(5,933,113 |
) |
|
|
6,715,759 |
|
|
|
|
(8,999,550 |
) |
| Less: Net loss attributable to noncontrolling interests |
|
|
(2,590,020 |
) |
|
|
— |
|
|
|
2,590,020 |
|
A |
|
|
— |
|
| Net loss attributed to stockholders of Twin Vee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PowerCats Co, Inc. |
|
|
(7,192,176 |
) |
|
|
(5,933,113 |
) |
|
|
4,125,739 |
|
|
|
|
(8,999,550 |
) |
A - Represents elimination of intercompany revenues
and cost of sales, non-controlling interests and Forza amounts included in Twin Vee consolidated results
B - Represents adjustment for public company costs no longer borne by Forza related to the merger
Comparative Historical and Unaudited Pro Forma
Per Share Data
The information below reflects
the historical net loss and book value per share of Twin Vee Common Stock and the historical net loss and book value per share of Forza
Common Stock in comparison with the unaudited pro forma net loss and book value per share after giving effect to the proposed Merger
of Twin Vee with Forza on a pro forma basis. The unaudited pro forma net loss and book value per share does not give effect to the proposed
reverse stock split of Twin Vee Common Stock described in the Twin Vee Reverse Stock Split Proposal.
You should read the tables below
in conjunction with the audited consolidated financial statements of Twin Vee for the years ended December 31, 2023 and 2022 and unaudited
consolidated financial statements of Twin Vee for the six months ended June 30, 2024 and 2023, which are incorporated by reference in
this Joint Proxy Statement/Prospectus; the audited financial statements of Forza for the years ended December 31, 2023 and 2022
and unaudited condensed financial statements of Forza for the six months ended June 30, 2024 and 2023, which are included elsewhere in
this Joint Proxy Statement/Prospectus; and the unaudited pro forma condensed combined financial information and notes related to such
financial information which are included elsewhere in this Joint Proxy Statement/Prospectus.
| |
|
Twin Vee Historical |
|
Forza Historical |
|
Twin Vee Unaudited Pro Forma Combined Data |
|
Forza Pro Forma Equivalent Data (i) |
| |
|
|
|
|
|
|
|
|
| Net Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the year ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted |
|
$ |
(0.76 |
) |
|
$ |
(0.44 |
) |
|
$ |
(0.61 |
) |
|
$ |
(0.22 |
) |
| For the six months ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted |
|
$ |
(0.49 |
) |
|
$ |
(0.18 |
) |
|
$ |
(0.43 |
) |
|
$ |
(0.15 |
) |
| Book value per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of December 31, 2023 |
|
$ |
3.37 |
|
|
$ |
1.13 |
|
|
$ |
2.15 |
|
|
$ |
0.78 |
|
| As of June 30, 2024 |
|
$ |
2.72 |
|
|
$ |
0.79 |
|
|
$ |
1.74 |
|
|
$ |
0.63 |
|
(i)
The Forza unaudited pro forma equivalent data was calculated by multiplying the pro forma condensed combined results by the estimated
Exchange Ratio of 64/36
MARKET PRICE AND DIVIDEND INFORMATION
Twin Vee Common Stock is traded on the Nasdaq Capital
Market under the symbol “VEEE”. As of August [●], 2024, Twin Vee had approximately [●] holders of record of Twin
Vee Common Stock.
Forza Common Stock is traded on the Nasdaq Capital
Market under the symbol “FRZA”. As of August [●], 2024, Forza had approximately [●] holders of record of Forza
Common Stock.
Market Value of Securities
On August [●], 2024, the last trading day before
the public announcement of the signing of the Merger Agreement, the last sale prices per share of Twin Vee Common Stock on Nasdaq and
Forza Common Stock on Nasdaq were $[●] and $[●], respectively. On August [●], 2024, the latest practicable date before
the date of this Joint Proxy Statement/Prospectus, the closing prices per share of Twin Vee Common Stock on Nasdaq and Forza Common Stock
on Nasdaq were $[●] and $[●], respectively. Forza and Twin Vee stockholders are encouraged to obtain current market quotations
for Twin Vee Common Stock and Forza Common Stock and to review carefully the other information contained, or incorporated by reference,
in this Joint Proxy Statement/Prospectus. See “Additional Information for Stockholders—Where You Can Find More Information,”
of this Joint Proxy Statement/Prospectus. Following the Merger, Twin Vee Common Stock will continue to be listed on Nasdaq, and there
will be no further market for Forza Common Stock.
Dividend Policy
Twin Vee has never declared or paid any cash dividends
on Twin Vee Common Stock. Twin Vee currently intends to retain future earnings, if any, to finance the expansion of its business. As a
result, Twin Vee does not anticipate paying any cash dividends in the foreseeable future.
Forza has never declared or paid any cash dividends
on Forza Common Stock.
RISK FACTORS
In addition to the other information included in
and incorporated by reference into this Joint Proxy Statement/Prospectus including as discussed under the section entitled “Risk
Factors” contained in Twin Vee’s most recent Annual Report on Form 10-K, as may be updated by subsequent annual, quarterly
and other reports that are incorporated by reference into this Joint Proxy Statement/Prospectus , Forza’s stockholders should
consider carefully the matters described below in determining whether to approve the Merger, and the transactions contemplated thereby,
and Twin Vee’s stockholders should consider carefully the matters described below in determining whether to approve the issuance
of Twin Vee Common Stock to Forza stockholders pursuant to the Merger Agreement.
RISKS RELATED TO THE MERGER
All of Forza’s executive officers and
most of its directors have conflicts of interest that may influence them to support or approve the merger without regard to your interests.
All of the Twin Vee and Forza officers will be employed
by the combined company and several of each of their directors will continue to serve on the Board of Directors of the combined company
following the consummation of the Merger. In addition, all of the Twin Vee and Forza officers and most of their directors have a direct
or indirect financial interest in both Forza and Twin Vee. These interests, among others, may influence such executive officers and directors
of Twin Vee and Forza to support or approve the Merger. For a more information concerning the interests of Forza’s executive officers
and directors, see the sections entitled “The Merger—Interests of Forza’s Directors and Executive Officers in the Merger”
in this Joint Proxy Statement/Prospectus.
The Exchange Ratio is not adjustable based on
the market price of Twin Vee Common Stock so the Merger consideration at the closing may have a greater or lesser value than it had at
the time the Merger Agreement was signed.
The parties to the Merger Agreement have set the Exchange
Ratio for the Forza Common Stock and the Exchange Ratio is not adjustable. Any changes in the market price of Twin Vee Common Stock or
Forza Common Stock will not affect the number of shares holders of Forza Common Stock will be entitled to receive upon consummation of
the Merger. Therefore, if the market price of Twin Vee Common Stock declines from the market price on the date of the Merger Agreement
prior to the consummation of the Merger, Forza stockholders could receive Merger consideration with considerably less value. Similarly,
if the market price of Twin Vee Common Stock increases from the market price on the date of the Merger Agreement prior to the consummation
of the Merger, Forza stockholders could receive Merger consideration with considerably more value than their shares of Forza Common Stock
and the Twin Vee stockholders immediately prior to the Merger will not be compensated for the increased market value of the Twin Vee Common
Stock. If the market price of Forza Common Stock declines from the market price on the date of the Merger Agreement prior to the consummation
of the Merger, Forza stockholders could receive Merger consideration with considerably more value. Similarly, if the market price of Forza
Common Stock increases from the market price on the date of the Merger Agreement prior to the consummation of the Merger, Forza stockholders
could receive Merger consideration with considerably less value than their shares of Forza Common Stock and the Forza stockholders immediately
prior to the Merger will not be compensated for the increased market value of the Forza Common Stock. The Merger Agreement does not include
a price-based termination right. Because the Exchange Ratio does not adjust as a result of changes in the value of Twin Vee Common Stock.
The Merger may be completed even though
material adverse changes may result from the announcement of the Merger, industry-wide changes and other causes.
In general, either Twin Vee or Forza can refuse
to complete the Merger if there is a material adverse change affecting the other party between August 12, 2024, the date of the Merger
Agreement, and the closing. However, certain types of changes do not permit either party to refuse to complete the Merger, even if such
change could be said to have a material adverse effect on Twin Vee or Forza, including:
| |
● |
general business or economic conditions affecting the industries in which Twin Vee or Forza operate; |
| |
● |
acts of war, armed hostilities or terrorism; |
| |
● |
changes in financial, banking or securities markets; |
| |
● |
the taking of any action required to be taken by the Merger Agreement; |
| |
● |
with respect either party, the announcement or pendency of the Merger Agreement or any related transactions; or |
| |
● |
with respect to either party, any change in their or the other party’s stock price or trading volume stock. |
If adverse changes occur and Twin Vee and Forza
still complete the Merger, the combined company stock price may suffer. This in turn may reduce the value of the Merger to the stockholders
of Twin Vee and Forza.
The combined company’s stock price is
expected to be volatile, and the market price of its common stock may drop following the Merger.
The market price of the combined company’s common
stock could be subject to significant fluctuations following the Merger especially when the shareholder base is increased. Moreover, the
stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual
companies. These broad market fluctuations may also adversely affect the trading price of the combined company’s common stock.
In the past, following periods of volatility in the
market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies.
Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly
harm the combined company’s profitability and reputation.
The market price of the combined company’s
common stock may decline as a result of the Merger.
The market price of the combined company’s common
stock may decline as a result of the Merger if the combined company does not achieve the perceived benefits of the Merger as rapidly or
to the extent anticipated by Twin Vee or Forza or investors, financial or industry analysts.
The combined company may not experience the
anticipated strategic benefits of the Merger.
The respective managements of Twin Vee and Forza believe
that the Merger would provide certain strategic benefits that may not be realized by each of the companies operating as standalones. Specifically,
Twin Vee believes the Merger would enable the combined companies to take advantage of approximately $700,000 in annual cost savings .
There can be no assurance that these anticipated benefits of the Merger will materialize or that if they materialize will result in increased
stockholder value or revenue stream to the combined company.
Twin Vee and Forza stockholders may
not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.
If the combined company is unable to realize the
full strategic and financial benefits currently anticipated from the Merger, Twin Vee and Forza securityholders will have experienced
substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving
part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits
currently anticipated from the Merger.
If the conditions to the Merger are not met,
the Merger will not occur.
Even if the Merger is approved by the stockholders
of Twin Vee and Forza, specified conditions must be satisfied or waived in order to complete the Merger, including, among others:
| |
● |
the filing and effectiveness of a registration statement under the Securities Act in connection with the issuance of Twin Vee Common Stock in the Merger; |
| |
● |
the respective representations and warranties of Twin Vee and Forza, shall be true and correct in all material respects as of the date of the Merger Agreement and the closing; |
| |
● |
no material adverse effect with respect to Twin Vee or Forza or its subsidiaries shall have occurred since the date of the Merger Agreement and the closing of the Merger; |
| |
● |
performance or compliance in all material respects by Twin Vee and Forza with their respective covenants and obligations in the Merger Agreement; |
| |
● |
Forza and Twin Vee shall have obtained any consents and waivers of approvals required in connection with the Merger, including for Twin Vee approval of its stockholders of the issuance of the Twin Vee Common Stock pursuant to the terms of the Merger Agreement and for Forza approval of its stockholders of the Merger and the Merger Agreement; and |
| |
● |
no material adverse effect with respect to Twin Vee or Forza or its subsidiaries shall have occurred since the date of the Merger Agreement. |
These and other conditions are described in detail
in the Merger Agreement, a copy of which is attached as Annex A to this Joint Proxy Statement/Prospectus. Twin Vee and Forza
cannot assure you that all of the conditions to the Merger will be satisfied. If the conditions to the Merger are not satisfied or waived,
the Merger will not occur or will be delayed, and Twin Vee and Forza each may lose some or all of the intended benefits of the Merger.
Twin Vee and Forza will incur substantial expenses
whether or not the Merger is completed.
Twin Vee and Forza will incur substantial expenses
related to the Merger whether or not the Merger is completed. Twin Vee currently expects to incur approximately $400,000 in transactional
expenses and Forza currently expects to incur approximately $100,000 in transactional expenses. See the section entitled “The Merger—The
Merger Agreement—Termination”.
Twin Vee will assume all of Forza’s outstanding
liabilities if the Merger is completed.
By operation of law, Twin Vee will assume all of Forza’s
outstanding liabilities if the Merger is completed. As of June 30, 2024, Forza had $658,643 of total liabilities, of which $585,243 were
total current liabilities.
During the pendency of the Merger, Twin Vee
and Forza may not be able to enter into a business combination with another party at a favorable price because of restrictions in the
Merger Agreement, which could adversely affect their respective businesses.
Covenants in the Merger Agreement
impede the ability of Twin Vee and Forza to make acquisitions, subject to certain exceptions relating to fiduciary duties, or complete
other transactions that are not in the ordinary course of business pending the closing of the merger. As a result, if the Merger is not
completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Merger Agreement is in effect,
each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such
as a merger, sale of assets or other business combination outside the ordinary course of business, with any third-party, subject to certain
exceptions. Any such transactions could be favorable to such party’s stockholders.
Certain provisions
of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior
to the arrangements contemplated by the Merger Agreement.
The terms of the Merger Agreement
prohibit each of Twin Vee and Forza from soliciting alternative takeover proposals or cooperating with persons making unsolicited takeover
proposals, except in certain circumstances where the Twin Vee Board of Directors or Forza Board of Directors, as applicable, determines
in good faith, after consultation with its financial advisor and outside legal counsel, that an unsolicited alternative takeover proposal
constitutes or is reasonably likely to result in a superior takeover proposal and that failure to take such action would be reasonably
likely to result in a breach of the fiduciary duties of the Forza Board of Directors.
The pro forma financial statements are presented
for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations
following the Merger.
The pro forma financial statements contained in this
Joint Proxy Statement/Prospectus are presented for illustrative purposes only and may not be an indication of the combined company’s
financial condition or results of operations following the Merger for several reasons. For example, the pro forma financial statements
have been derived from the historical financial statements of Twin Vee and Forza and certain adjustments and assumptions have been made
regarding the combined company after giving effect to the Merger. The information upon which these adjustments and assumptions have been
made is preliminary, and such adjustments and assumptions are difficult to make with complete accuracy. Moreover, the pro forma financial
statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Merger. For example,
the impact of any incremental costs incurred in integrating the two companies is not reflected in the pro forma financial statements.
As a result, the actual financial condition and results of operations of the combined company following the Merger may not be consistent
with, or evident from, these pro forma financial statements.
In addition, the assumptions used in preparing the
pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition
or results of operations following the Merger. Any potential decline in the combined company’s financial condition or results of
operations may cause significant variations in the stock price of the combined company. See the section entitled “The Merger—Selected
Historical Financial Data—Unaudited Pro Forma Condensed Combined Consolidated Financial Information”.
Although InteleK’s opinion was given to
the Forza Board of Directors on August 9, it does not reflect any changes in market and economic circumstances after August 9, 2024.
To the extent there may have been any changes in the
operations and prospects of Twin Vee or Forza and/or changes in general market and economic conditions subsequent to August 9, 2024, which
could make Twin Vee or Forza’s value now greater or less than its value as of August 9, 2024 (the date of the analysis conducted
by InteleK), any such developments will have no effect whatsoever on InteleK’s opinion or the Exchange Ratio, which was been fixed
under the Merger Agreement. InteleK’s opinion was based on financial, economic, monetary, market and other conditions and circumstances
as in effect on, and the information made available to them on August 9, 2024. While neither the Forza Board of Directors nor Twin Vee
Board of Directors is aware of any changes in the operations and prospects of Twin Vee or Forza and/or changes in general market and economic
conditions subsequent to August 9, 2024, which could make Twin Vee or Forza’s value greater or less than its value as of August
9, 2024 (the date of the Merger Agreement and the analysis conducted by InteleK), or lead to the conclusion that the consideration to
be received in the Merger by Forza’s shareholders is not fair to Forza or Twin Vee, there can be no assurance given that changes
in the operations and prospects of Twin Vee or Forza and/or changes in general market and economic conditions subsequent to August 9,
2024, could make Twin Vee or Forza’s value, on the effective date of the Merger greater or less than its value as of August 9, 2024.
InteleK has undertaken no obligation to update its opinion delivered to Forza for changes subsequent to August 9, 2024. For a description
of the opinion that the Forza Board of Directors received from InteleK and a summary of the material financial analyses it provided to
the Forza Board of Directors in connection with rendering such opinion, please refer to the section entitled “The Merger Transaction—Opinion
of the Financial Advisor to the Forza Board of Directors”.
Although Houlihan’s opinion was
given to the Twin Vee Board of Directors on August 6, 2024, it does not reflect any changes in market and economic circumstances after
August 6, 2024.
To the extent there may have been any changes in the
operations and prospects of Twin Vee or Forza and/or changes in general market and economic conditions subsequent to August 6, 2024, which
could make Twin Vee or Forza’s value now greater or less than its value as of August 6, 2024 (the date of the Merger Agreement and
of the analysis conducted by Houlihan), any such developments will have no effect whatsoever on Houlihan’s opinion or the Exchange
Ratio, which was been fixed under the Merger Agreement Houlihan’s opinion was based on financial, economic, monetary, market and
other conditions and circumstances as in effect on, and the information made available to them on August 6, 2024. While neither the Forza
Board of Directors nor Twin Vee Board of Directors is aware of any changes in the operations and prospects of Twin Vee or Forza and/or
changes in general market and economic conditions subsequent to August 6, 2024, which could make Twin Vee or Forza’s value greater
or less than its value as of August 6, 2024 (the date of the analysis conducted by Houlihan), or lead to the conclusion that the consideration
to be received in the Merger by Forza’s shareholders is not fair to Forza or Twin Vee, there can be no assurance given that changes
in the operations and prospects of Twin Vee or Forza and/or changes in general market and economic conditions subsequent to August 6,
2024, could make Twin Vee or Forza’s value, on the effective date of the Merger greater or less than its value as of August 6, 2024.
Houlihan has undertaken no obligation to update its opinion delivered to Twin Vee for changes subsequent to August 6, 2024. For a description
of the opinion that the Twin Vee Board of Directors received from Houlihan and a summary of the material financial analyses it provided
to the Twin Vee Board of Directors in connection with rendering such opinion, please refer to the section entitled “The Merger
Transaction— Opinion of the Financial Advisor to the Twin Vee Board of Directors”.
The Merger and related transactions are subject
to approval by the stockholders of both Twin Vee and Forza.
In order for the Merger to be completed, under applicable
Nasdaq rules Twin Vee’s stockholders must approve the issuance of the shares of Twin Vee Common Stock pursuant to the terms of the
Merger Agreement, which requires the affirmative vote of the holders of at least a majority of the Twin Vee Common Stock present in person
or by proxy at the Twin Vee Annual Meeting and entitled to vote. Forza’s stockholders must also approve the Merger and the Merger
Agreement, which requires the affirmative vote of the holders of at least a majority of the outstanding shares of Forza Common Stock entitled
to vote and a majority of the Forza Common Stock present in person or by proxy at the Forza Annual Meeting excluding Twin Vee.
Twin Vee’s business and stock price may
be adversely affected if the acquisition of Forza is not completed.
Twin Vee’s acquisition of Forza is subject to
several customary conditions, including the effectiveness of this Joint Proxy Statement/Prospectus and the approvals of the transaction
by the stockholders of Forza and Twin Vee.
If Twin Vee’s acquisition of Forza is not completed,
Twin Vee could be subject to a number of risks that may adversely affect Twin Vee’s business and stock price, including:
| ● | the current market price of shares of Twin Vee Common Stock reflects a market assumption that the acquisition
will be completed; |
| ● | Twin Vee must pay costs related to the Merger; and |
| ● | Twin Vee would not realize the benefits it expects from acquiring Forza. |
If Twin Vee’s acquisition of Forza is not completed,
Forza could be subject to a number of risks that may adversely affect Twin Vee’s business and stock price, including:
| ● | the current market price of shares of Forza Common Stock reflects a market assumption that the acquisition
will be completed; |
| ● | Forza must pay costs related to the Merger; |
| ● | Forza may not be able to timely effect any stock split required in order for it to maintain its Nasdaq
stock listing; and |
| ● | Forza would not realize the benefits it expects from being acquired by Twin Vee. |
Should the Merger not qualify as a tax-free
reorganization, Forza stockholders may recognize capital gain or loss with respect to the shares of Twin vee common stock received in
the Merger.
The Merger is expected to be treated as a reorganization
within the meaning of Section 368 of the Code, however, neither Twin Vee nor Forza has received an Internal Revenue Services ruling to
that effect. The failure of the Merger to qualify as a reorganization within the meaning of Section 368 of the Code would result in a
Forza stockholder recognizing capital gain or loss with respect to the shares of Forza Common Stock surrendered for Twin Vee Common Stock
received in the Merger.
THE MERGER TRANSACTION
This section and the section entitled “The Merger
Agreement” in this Joint Proxy Statement/Prospectus describe the material aspects of the Merger, including the Merger Agreement.
While Twin Vee and Forza believe that this description covers the material terms of the Merger and the Merger Agreement, it may not contain
all of the information that is important to you. You should read carefully this entire Joint Proxy Statement/Prospectus for a more complete
understanding of the Merger and the Merger Agreement, attached as Annex A to this Joint Proxy Statement/Prospectus, which
is herein incorporated by reference.
General
At the Effective Time, Forza will merge with and into
a wholly owned subsidiary of Twin Vee, with Forza as surviving entity. Each holder of a share of Forza Common Stock will receive 0.611666275
of a share of Twin Vee Common Stock. See “The Merger Agreement—Merger Consideration.” Based solely upon the outstanding
shares of Twin Vee Common Stock on August 12, 2024 and the outstanding shares of Forza Common Stock on August 12, 2024, immediately following
the completion of the Merger, Forza stockholders will own approximately 36% of the combined company’s outstanding common stock.
Background of the Merger
On November 15, 2023, Mr. Visconti, Mr. Leffew (Forza’s
former Chief Executive Officer), Ms. Gunnerson (Twin Vee’s Chief Financial Officer and Forza’s interim Chief Financial Officer )
and Mr. Schuyler engaged in a telephonic meeting with members of ThinkEquity and Blank Rome LLP to discuss a potential acquisition or
Merger of Forza by or with Twin Vee.
On November 30, 2023, management of Twin Vee
provided to each of the Twin Vee Board of Directors members and the Forza Board of Directors members a memorandum about a potential Merger
of Twin Vee and Forza which included the annual estimated cost savings of $700,000 expected to result from a Merger of Twin Vee and Forza,
and the operational efficiencies, which included the elimination of one set of SEC reports each quarter, one annual meeting, etc. and
the elimination of the need to retain a Chief Financial Officer for Forza which has been challenging to date.
On December 19, 2023, management of Twin Vee provided
to each of the Twin Vee Board of Directors and the Forza Board of Directors a merger proposal that included a discussion of the rationale
for the Merger and Merger objectives, legal considerations and proposed management team, an estimate of the costs anticipated to be associated
with the Merger and proposed management of the combined company and members of the combined company’s Board of Directors post-merger.
On January 17, 2024, the Forza Board of Directors
established a Special Committee in connection with discussing terms of a merger agreement with Twin Vee, Marcia Kull, the only Forza director
that does not also serve on the Twin Vee Board of Directors was appointed by Forza’s Board of Directors as the sole member of the
Forza Special Committee.
On January 17, 2024, the Twin Vee Board of Directors
established a Special Committee in connection with discussing terms of a merger agreement with Twin Vee, Bard Rockenbach and Pete Melvin,
the only Twin Vee directors who do not also serve on the Forza Board of Directors were appointed by Twin Vee’s Board of Directors
as the members of the Twin Vee Special Committee.
On April 29, 2024, the Forza Special Committee held
a meeting to discuss strategic alternatives, including moving forward with a proposed merger with Twin Vee or a reverse merger.
During the months of April, May, and June 2024, the
Forza and Twin Vee management teams and Twin Vee Board of Directors and Forza Board of Directors engaged in conversations with a third
party engaged in the life science industry regarding a reverse merger with such third party and Forza with Twin Vee acquiring the assets
of Forza. After careful review of the added expenses of the reverse merger, discussions with the third party that a divestiture of Forza
assets would be required, the belief that a divestiture of Forza assets to Twin Vee and the issuance of stock of Twin Vee to Forza stockholders
in consideration for the assets would result in a taxable event for the Forza stockholders without the receipt of cash to pay taxes, the
Forza Board of Directors and Twin Vee Board of Directors determined to abandon the reverse merger.
On June 10, 2024, the Forza Board of Directors held
a meeting to reaffirm the Forza Special Committee that was appointed on January 17, 2024.
On June 12, 2024 InteleK was retained by Forza as
a financial advisor solely in connection with delivery of a fairness opinion with respect to a possible merger with Twin Vee.
On June 19, 2024, the Forza Board of Directors held
a meeting to discuss the potential terms of a merger with Twin Vee.
Later on June 19, 2024, the Twin Vee Board of Directors
held a meeting to discuss the potential terms of a merger with Forza.
On June 21, 2024, Houlihan was retained by Twin Vee
as a financial advisor solely in connection with delivery of a fairness opinion with respect to a possible merger with Forza.
On June 25, 2024, the Twin Vee Special Committee held
a meeting to discuss moving forward with a proposed merger with Forza and terms to be proposed to Forza.
On July 2, 2024, the Forza Special Committee provided
the Twin Vee Special Committee with a proposed term sheet for a merger of the two companies.
On July 3, 2024, the Forza Special Committee held
a meeting to discuss the proposed term sheet for a merger that the Twin Vee Special Committee provided.
On July 11, 2024, the Board of Directors of Forza
determined to discontinue and wind down its business related to the development and sale of electric boats utilizing its proprietary outboard
electric motor. Forza announced its intent to explore strategic alternatives, including a potential merger with Twin Vee.
On July 16, 2024, the Forza Special Committee held
a meeting to discuss proposing a contingent counteroffer to the Twin Vee offer made on July 2, 2024. After the meeting concluded, the
Forza Special Committee presented the contingent counteroffer to the Twin Vee Special Committee.
On July 17, 2024, the Twin Vee Special Committee provided
the Forza Special committee with the book value of Twin Vee and Forza and proposed a 36%/64% split.
On July 18, 2024, the Forza Special Committee held
a meeting to discuss the proposed 36%/64% split. The Forza Special Committee requested additional information regarding the effect of
the recently received property appraisal on Forza’s valuation as well as updated financials. The Forza Special Committee met again
to review the revised valuation. After the meeting concluded, the Forza Special Committee accepted the Twin Vee Special Committee offer.
On July 22, 2024, attorneys from Blank Rome LLP provided
the Twin Vee Board of Directors with a draft merger agreement between Twin Vee and Forza.
Later, on July 22, 2024, attorneys from Blank Rome
LLP provided counsel to Forza with a draft merger agreement between Twin Vee and Forza. Subsequently, counsel to Forza provided the Forza
Board of Directors with the draft merger agreement.
On July 31, 2024, Houlihan provided the Twin Vee Special
Committee and Twin Vee Board of Directors with an initial draft of the Twin Vee Fairness Opinion.
On August 6, 2024, Houlihan issued the Twin Vee Fairness
Opinion and met with the Twin Vee Special Committee and Twin Vee Board of Directors to provide an oral presentation of the Twin Vee Fairness
Opinion.
On August 6, 2024, following the presentation of Houlihan
to the Twin Vee Special Committee and Twin Vee Board of Directors, the Twin Vee Special Committee and Twin Vee Board of Directors discussed
the transaction at length and ultimately accepted the Twin Vee Fairness Opinion, and approved the Merger and the proposed Merger Agreement,
including the issuance of the Twin Vee Common Stock to the Forza stockholders pursuant to the terms of the Merger Agreement.
On August 9, 2024, InteleK provided the Forza Special
Committee and Forza Board of Directors with an initial draft of the Forza Fairness Opinion.
On August 9, 2024, InteleK issued the Forza Fairness
Opinion and met with the Forza Special Committee and Forza Board of Directors to provide an oral presentation of the Forza Fairness Opinion.
On August 9, 2024, following the presentation of InteleK
to the Forza Special Committee and Forza Board of Directors, the Forza Special Committee and Forza Board of Directors discussed the transaction
at length and ultimately accepted the Forza Fairness Opinion, and approved the Merger and the proposed Merger Agreement.
Following the meetings of the Twin Vee Board of Directors
and Forza Board of Directors on August 12, 2024, Forza and Twin Vee exchanged execution copies of the Merger Agreement and delivered the
definitive Merger Agreement as of August 12, 2024.
Recommendation of the Twin Vee Board of Directors
and its Reasons for the Merger
The Twin Vee Board of Directors has (i) determined
that the Merger with Forza is advisable and fair to, and in the best interest of, Twin Vee and its stockholders, (ii) has approved the
Merger and the Merger Agreement, including the issuance of the Twin Vee Common Stock to the Forza stockholders pursuant to the terms of
the Merger Agreement, and (iii) recommends that Twin Vee stockholders vote “FOR” the approval of the issuance of shares
of Twin Vee Common Stock pursuant to the terms of the Merger Agreement. In considering the recommendation of the Twin Vee Board of Directors
with respect to the Merger Agreement, Twin Vee stockholders should be aware that certain directors and officers of Twin Vee have certain
interests in the Merger that are in addition to the interests of Twin Vee stockholders generally. The Twin Vee Board of Directors consulted
with and received information from Twin Vee management and Twin Vee’s legal and financial advisors in evaluating the Merger, and
considered a number of factors in reaching its decision to take the foregoing actions, including, but not limited to the following:
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the belief that the combination of the businesses of Twin Vee and Forza would create more value for Twin Vee stockholders in the long term due to cost reductions than as separate companies; |
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the potential cost savings synergies derived from the Merger of Twin Vee and Forza, including the reduced fees resulting from Forza no longer being a stand-alone public company which reduction is estimated to be approximately $700,000 per year and includes reduced legal and accounting fees, proxy solicitation, investor relations as well as the reduced Nasdaq listing fees. The accumulated losses of Forza may be able to be utilized in the future to offset taxable gains of the consolidated entity, however as a result of Twin Vee’s own ongoing operating losses, the likelihood of utilization of these tax losses is remote. ; |
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the results of the due diligence review of Forza’s operations by Twin Vee’s management, legal advisors and financial advisors; |
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the terms and conditions of the Merger Agreement including the relative percentage ownership of Twin Vee securityholders and Forza securityholders immediately following the closing of the Merger, the reasonableness of the fees and expenses related to the Merger and the likelihood that the Merger will be completed; |
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the likelihood that the Merger will be consummated on a timely basis; |
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the fact that the Exchange Ratio, as defined in the Merger Agreement, is fixed and will not fluctuate based upon changes in the stock prices of Twin Vee or Forza prior to the completion of the Merger; |
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the opinion of Twin Vee’s financial advisor, dated August 6, 2024, to the Twin Vee Special Committee that, as of such date and based on and subject to the assumptions, limitations, qualifications and other matters set forth in the opinion, the exchange ratio of 0.611666275 shares of Twin Vee Common Stock to be issued in exchange for each share of Forza Common Stock pursuant to the merger agreement was fair to Twin Vee’s stockholders from a financial point of view. (See section entitled “The Merger Transaction—Opinion of the Financial Advisor to the Twin Vee Board of Directors”); |
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current financial market conditions and historical market prices, volatility and trading information with respect to Forza Common Stock and Twin Vee Common Stock |
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the use of Twin Vee Common Stock as the sole consideration in the Merger, which will allow Twin Vee to proceed with the Merger without having to deplete its existing cash resources; |
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that the Merger would provide existing Twin Vee stockholders a significant opportunity to directly participate in the potential growth of the combined company following the Merger; and |
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the belief that the terms and conditions of the Merger Agreement, including the parties’ mutual representations and warranties, covenants, deal protection provisions and closing conditions, are reasonable for a transaction of this nature. |
The Twin Vee Board of Directors also identified and
considered a variety of risks and other countervailing factors in its deliberations concerning whether to approve the Merger and enter
into the Merger Agreement, including, but not limited to, the following:
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the risks described under the section entitled “Risk Factors”; |
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the risks, challenges and costs inherent in combining the two companies and the substantial expenses to be incurred in connection with the Merger, including the possibility that delays or difficulties in completing the integration could adversely affect the combined company’s operating results and preclude the achievement of some benefits anticipated from the Merger; |
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the possible volatility, at least in the short term, of the trading price of Twin Vee Common Stock resulting from the Merger announcement; |
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the risk of diverting management’s attention from other strategic priorities to implement merger integration efforts; |
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the risk that the Merger might not be consummated in a timely manner, or that the Merger might not be consummated at all; |
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the fact that certain of the directors and executive officers of Twin Vee may have conflicts of interest in connection with the Merger, as they may receive certain benefits that are different from, and in addition to, those of the other stockholders of Twin Vee; |
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that, while the Merger is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the Merger will be satisfied, and as a result, it is possible that the Merger may not be completed, even if the issuance of the Merger consideration is approved by the stockholders of Twin Vee; |
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the
risk to Twin Vee’s business, operations and financial results in the event that the Merger is not consummated; and |
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the risk that the anticipated cost savings will not be realized and operational and financial benefits anticipated in connection with the Merger might not be realized by the combined company. |
In view of the wide variety of factors considered
in connection with its evaluation of the Merger and the complexity of these matters, the Twin Vee Board of Directors did not find it useful
and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination
to approve the Merger and the Merger Agreement and to recommend that Twin Vee stockholders vote in favor of the issuance of shares of
Twin Vee Common Stock in the merger. In addition, individual members of the Twin Vee Board may have given differing weights to different
factors. The Twin Vee Board of Directors conducted an overall analysis of the factors described above.
Opinion of the Financial Advisor to the Twin Vee
Board of Directors
Introduction
Twin Vee retained Houlihan Capital
to act as its financial advisor in connection with the Merger. Twin Vee selected Houlihan Capital to act as its financial advisor based
on Houlihan Capital’s qualifications, expertise and reputation, its knowledge of, and involvement in, recent transactions in the
industry in which Twin Vee operates and its knowledge of Twin Vee’s business and affairs. On August 6, 2024, Houlihan Capital rendered
its opinion to the Twin Vee Board that, which opinion was subsequently confirmed by delivery of a written opinion dated July 31, 2024
(the “Opinion”), subject to the qualifications, assumptions, and limitations set forth in the Opinion, as of such date, the
Consideration Shares to be issued or paid in the Merger to Forza shareholders is fair from a financial point of view to Twin Vee and its
shareholders.
The full text of the Opinion
delivered to the Twin Vee Board on August 6, 2024, dated July 31, 2024, which sets forth
the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken
by Houlihan Capital in rendering the Opinion, is attached to this proxy statement/prospectus as Annex C-1 and incorporated by reference
into this proxy statement/prospectus. The summary of the Opinion set forth in this proxy solicitation/prospectus statement is qualified
in its entirety by reference to the full text of the Opinion. All Twin Vee shareholders are urged to, and should, read the Opinion carefully
and in its entirety. The Opinion was directed to the Twin Vee Board and addressed only the fairness from a financial point of view to
its shareholders, as of the date of the Opinion, of the Consideration Shares to be issued by Twin Vee pursuant to the Merger Agreement.
The Opinion did not address any other aspect or implications of the Merger and does not constitute an opinion, advice or recommendation
as to how any Twin Vee shareholder should vote at the [Extraordinary General Meeting]. In addition, the Opinion did not in any manner
address the prices Twin Vee Shares would trade following the Merger or at any time. The Opinion was reviewed and unanimously approved
by Houlihan Capital’s Opinion committee.
In completing its analyses and
for purposes of the Opinion set forth herein, Houlihan Capital has, among other things:
| ● | Held discussions with certain members of Twin Vee’s management (“Twin
Vee Management”) and Forza’s management (“Forza Management”) regarding the Merger, the historical performance
and financial projections of Forza and the future outlook for Forza; |
| ● | Reviewed information provided by Twin Vee and Forza including, but not limited to: |
| o | Twin Vee’s and Forza’s latest reports on Form 10-Q and 10-K and other relevant public documents
as filed with the Securities and Exchange Commission; |
| o | Forza’s unaudited 2Q 2024 10-Q; |
| o | the draft of the Agreement and Plan of Merger by and among Forza X1, Inc., Twin Vee PowerCats Co., and
Twin Vee Merger Sub, Inc. dated July 22, 2024; |
| o | Forza’s audited financial statements for the period October 15, 2021, through December 31, 2021,
and the years ended December 31, 2022, and December 31, 2023; |
| o | the unaudited last twelve months period ended June 30, 2024; |
| o | various Investor Presentations outlining the Target’s business; |
| o | Forza’s intellectual property tracking list; |
| o | the appraisal of the College Dr, Marion, Forza property conducted by Hawkins Appraisal dated June 25,
2024; |
| ● | Reviewed the industry in which Forza operates, which included a review of (i) certain industry research,
(ii) certain comparable publicly traded companies and (iii) certain mergers and acquisitions of comparable businesses; |
| ● | Developed indications of value for Forza using generally accepted valuation methodologies; and |
| ● | Reviewed certain other relevant, publicly available information, including economic, industry, and Forza
specific information. |
In addition, Houlihan Capital
had discussions with Twin Vee Management and Forza Management and their respective advisors concerning the material terms of the Merger
and Forza’s business and operations, assets, present condition and future prospects, and undertook such other studies, analyses
and investigations as Houlihan Capital deemed relevant, necessary or appropriate.
In preparing the Opinion, Houlihan
Capital relied upon and assumed, without independent verification, the accuracy, completeness and reasonableness of the financial, legal,
tax, and other information discussed with or reviewed by Houlihan Capital and assumed such accuracy and completeness for purposes of rendering
an opinion. In addition, Houlihan Capital has not made any independent evaluation or appraisal of any of the assets or liabilities (contingent
or otherwise) of Twin Vee or Forza, nor, except as stated herein, has Houlihan Capital been furnished with any such evaluation or appraisal.
Houlihan Capital has further relied upon the assurances and representations from Twin Vee Management that they are unaware of any facts
that would make the information provided to Houlihan Capital to be incomplete or misleading in any material respect for the purposes of
the Opinion. Houlihan Capital has not assumed responsibility for any independent verification of this information, nor has it assumed
any obligation to verify this information. Nothing came to Houlihan Capital’s attention in the course of this engagement which would
lead it to believe that (i) any information provided to Houlihan Capital or assumptions made by Houlihan Capital are insufficient or inaccurate
in any material respect or (ii) it is unreasonable for Houlihan Capital to use and rely upon such information or make such assumptions.
The following is a summary of
the material financial and comparative analyses that Houlihan Capital deemed to be appropriate for the Merger that were reviewed with
the Twin Vee Board at its meeting held on August 6, 2024 in connection with Houlihan Capital’s delivery of its Opinion. Some of
the summaries of financial analyses below include information presented in tabular format. In order to fully understand Houlihan Capital’s
analyses, the tables must be read together with the text of each summary. The summary of Houlihan Capital’s financial and comparative
analyses described below is not a complete description of the analyses underlying the Opinion. The preparation of a financial opinion
is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses
and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.
Summary of Financial
Analyses
In assessing whether the consideration
to be issued or paid in the Merger to Forza shareholders is fair from a financial point of view to Twin Vee and its shareholders, Houlihan
Capital compared the 0.611666275 exchange ratio per the Merger Agreement, against an implied exchange ratio range that would be received
by the shareholders calculated by Houlihan Capital. After considering the primary approaches that are traditionally used to appraise a
business, as well as commonly used techniques and methods available under each approach, Houlihan Capital decided, based on an assessment
of company-specific factors and available market data, to rely solely upon the market approach, which involves determining Forza’s
30-Day Volume Weighted Average Price (“VWAP”) as well as its traded price as of the date of the opinion, in estimating the
exchange ratio range. Houlihan Capital noted the determined exchange ratio per the Merger Agreement was within the estimated range.
Market Approach
In determining the value of Forza,
the following approaches were employed:
| ● | Market Approach applying the traded price and the 30-day VWAP |
Spot Price
Forza’s price at close as of July 31, 2024, is
$0.3102 per share. Multiplying the traded price by the number of common stock outstanding of 15,754,774 yields an indicated equity value
of approximately $4.9 million.
Volume-Weighted Average Price
Houlihan utilized a 30-Day VWAP
as an indication of Forza’s equity value. The VWAP was calculated using Forza’s volume weighted average price of 30 trading
day’s open, high, low, and close prices. Multiplying the VWAP by the number of common stock outstanding of 15,754,774 yields an
indicated equity value of approximately $6.0 million.
Based on the analyses described
above, Houlihan Capital calculated an indicated equity value range for Forza between $4.9 million and $6.0 million.
Houlihan Capital does believe
that this valuation methodology produced a range of indicated values for the equity of Forza that supports its overall conclusion within
the broader context of its entire analysis and should be considered in conjunction with the results of the other valuation methodologies
that Houlihan Capital applied. Houlihan Capital calculated a range of indicated fair market values for Forza. A summary of the results
of Houlihan Capital’s analysis is as follows:
Indicated Fair Market Value of Equity Range
(millions) |
| Low | |
High |
| $ | 4.9 | | |
$ | 6.0 | |
To determine the exchange ratios
for the Merger, Houlihan Capital started with the indicated equity value of Forza, subtracted the indicated value of Twin Vee’s
forfeited shares, divided by Twin Vee’s closing price as of July 31, 2024, to determine the number of shares to be issued to purchase
the remainder of Forza shares outstanding following the forfeiture of Forza shares held by Twin Vee. We then divided the shares to be
issued by Forza’s share outstanding less the forfeited shares to determine the exchange ratios.
Based on the foregoing, Houlihan
Capital calculated an exchange ratio range for the Merger between approximately 0.5492 and 0.6705. Because the agreed upon exchange ratio
per the Merger Agreement falls within the range, Houlihan Capital concluded that the Merger is fair from a financial point of view to
Twin Vee and its shareholders.
| Indicated Exchange Ratio |
| Low | |
High |
| | 0.5492 | | |
| 0.6705 | |
Valuation of the Warrants and Options
Houlihan Capital utilized the
Black-Scholes model to estimate the fair market values of Forza’s warrants and options as of the Date of Value. The options and
warrants carry little value. According to the terms of the Merger, the convertible securities will convert to Twin Vee options and warrants
at the Exchange Ratio. Given (1) the negligible value of the convertible securities determined in our analysis and (2) how far the current
stock prices are from the respective strike prices of the instruments, the determination of the fairness of the Transaction was not materially
impacted by the presence of these instruments.
Fairness Opinion Conclusion
Houlihan Capital concluded that,
as of the date of the Opinion and based upon and subject to the assumptions, conditions and limitations set forth in the written Opinion,
that (i) the shares of Twin Vee Common Stock to be issued to Forza shareholders in the Merger is fair from a financial point of view to
Twin Vee and its shareholders.
Houlihan Capital Conflict Disclosure and Fees
Houlihan Capital, a FINRA member,
as part of its investment banking services, is regularly engaged in the valuation of businesses and securities in connection with mergers
and acquisitions, private placements, bankruptcy, capital restructuring, solvency analyses, stock buybacks, and valuations for corporate
and other purposes. In compliance with Item 1015 of Regulation M-A, Houlihan Capital confirmed that, within the past two years, neither
Houlihan Capital nor any of its representatives have had any material relationships or engagements with Twin Vee or Forza of any of their
affiliates. This includes, but is not limited to, any financial or advisory services, lending relationships, or any other material financial
transactions or engagements, including any agreements with any party to the Merger Agreement or any of their affiliates providing for
the provision of future services by Houlihan Capital nor any of its representatives. The purpose of this disclosure is to ensure transparency
and to highlight Houlihan Capital’s commitment to deliver an unbiased and independent Opinion. Houlihan Capital has conducted a
thorough internal review to verify the absence of any such relationships and remain committed to the principles of integrity and objectivity
in its professional practice. Houlihan Capital was engaged on a fixed fee basis, and their compensation is not contingent upon the completion
of the Business Combination. Houlihan Capital’s fees to Twin Vee for services in connection with issuing the Opinion were $75,000.
Recommendation of the Forza Board of Directors
and its Reasons for the Merger
The Forza Board of Directors (i) has determined that
the Merger Agreement and the Merger are advisable and fair to, and in the best interests of, Forza and its stockholders, (ii) has approved
the Merger Agreement, and (iii) recommended that the Forza stockholders vote “FOR” the Merger and Merger Agreement.
In reaching its decision to approve the Merger Agreement, the Forza Board of Directors consulted with senior members of Forza’s
management, members of the Forza Board of Directors and with Forza’s legal, financial advisors, consulting and accounting advisors
regarding the strategic and operational aspects of combining Forza and Twin Vee and reviewed the results of the due diligence efforts
undertaken by Forza management and Forza’s legal, consulting and accounting advisors.
The principal factors supporting the Forza Board of
Director’s decision to approve the Merger and the Merger Agreement and recommend that Forza stockholders vote to adopt the Merger
and the Merger Agreement included the following:
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that the Merger was superior to the strategic alternatives available to Forza, including continuing as a stand-alone company or attempting to sell Forza to a third-party acquirer, or liquidating, each of which the Forza Board of Directors viewed as less favorable to Forza stockholders than the Merger; |
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current and historical information concerning Forza’s and Twin Vee’s respective businesses, business plans, operations, management, financial performance and conditions, technology, operations, prospects and competitive position, before and after giving effect to the Merger and the Merger’s potential effect on stockholder value; |
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the potential business, operational and financial synergies that may be realized over time by the combined company following the Merger; |
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the opinion of Forza’s financial advisor, dated August 7, 2024, to the special committee of the Forza Board of Directors that, as of such date and based on and subject to the assumptions, limitations, qualifications and other matters set forth in the opinion, the exchange ratio of 0.611666275 shares of Twin Vee Common Stock to be issued in exchange for each share of Forza Common Stock pursuant to the Merger Agreement was fair to Forza stockholders from a financial point of view; |
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its knowledge of the business, operations, financial condition and earnings of Twin Vee; |
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the likelihood that the Merger will be completed; |
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current financial market conditions and historical market prices, volatility and trading information with respect to Forza’s and Twin Vee Common Stock; |
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the terms of the Merger Agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations; |
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the consideration to be received by Forza stockholders in the Merger, including the form of such consideration, which enables Forza’s stockholders to continue to have a substantial equity interest in the combined company following the Merger, as well as the fact that the shares of Twin Vee Common Stock to be received by Forza’s stockholders will be received in a tax-free exchange; |
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that the Merger should qualify as a reorganization within the meaning of Section 368(a) of the Code and that Forza’s stockholders generally should not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of Forza Common Stock for shares of Twin Vee Common Stock in connection with the Merger, except with respect to cash received in lieu of fractional shares of Twin Vee Common Stock. |
The Forza Board of Directors also considered a number
of potentially negative factors in its deliberations concerning the Merger Agreement, including:
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the possibility that the Merger might not be completed whether as a result of the failure to satisfy conditions to the closing of the Merger, including the failure to secure the required approvals from Forza and Twin Vee stockholders, or as a result of the termination of the merger agreement by Forza or Twin Vee in certain specified circumstances and the potential effects of the public announcement and pendency of the Merger on management’s attention; |
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the effect of a public announcement of the transactions on Forza’s operations, stock price and employees, the potential disruption to Forza and Twin Vee and their businesses as a result of the announcement and pendency of the Merger and the potential adverse effects on the financial results of Forza and Twin Vee as a result of that disruption and the continued operations of the core business of Forza and Twin Vee during the period between the signing of the Merger Agreement and the completion of the Merger; |
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Forza’s inability to solicit competing acquisition proposals; |
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the risk that the Merger may not be consummated in a timely manner or that
the Merger may not be consummated at all, including the impact on Forza’s ability to effect a reverse stock split if necessary in
time to maintain compliance with the Nasdaq continued listing requirements; |
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the risk of not realizing all of the anticipated strategic benefits between Forza and Twin Vee and the risk that other anticipated benefits might not be realized; |
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the substantial costs to be incurred in connection with the Merger, including the costs of integrating the operations of Forza and Twin Vee and the transaction expenses arising from the Merger; and various other applicable risks associated with the combined company and the Merger, including the risks described in the section titled “Risk Factors” |
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the fact that the executive officers and all but one of Forza’s directors may have interests in the Merger that are different from, or in addition to, those of Forza’s other stockholders, including the matters described under the section entitled “Chapter One—The Merger—The Merger Transaction—Interests of Forza Directors and Executive Officers in the Merger”, and the risk that these different interests might influence their decisions with respect to the Merger; and |
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the other risks of the type and nature described under “Risk Factors” of this Joint Proxy Statement/Prospectus. |
The foregoing discussion of the information and factors
considered by the Forza Board of Directors is not exhaustive, but Forza believes it includes all the material factors considered by the
Forza Board of Directors in connection with its approval and recommendation of the Merger and the other related transactions described
in this Joint Proxy Statement/Prospectus. In view of the wide variety of factors considered by the Forza Board of Directors in connection
with its evaluation of the Merger and the complexity of these matters, the Forza Board of Directors did not consider it practical, and
did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision.
Rather, the Forza Board of Directors made its decision based on the totality of information presented to, and the investigation conducted
by, it, including discussions with the senior management of Forza and Forza’s legal and financial advisors, and determined that
the Merger was advisable and fair to, and in the best interests of, Forza and its stockholders. In considering the factors discussed above,
individual directors may have given different weights to different factors.
&nbs