{"url_path":"/sec/veee/8-k/2026-07-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/1855509/0001731122-26-000931-index.html","accession_number":"0001731122-26-000931","cik":"0001855509","ticker":"VEEE","issuer_name":"Twin Vee PowerCats, Co.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1855509/0001731122-26-000931-index.html","primary_entity_key":"0001855509","primary_entity_name":"Twin Vee PowerCats, Co."},"word_count":1678,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nMerger Agreement\n\n \n\nOn July 12, 2026, Twin Vee PowerCats Co., a Nevada corporation (the “Company”),\nUSFM Corporation, a Colorado corporation (the “Acquiror”), and USFM Merger Sub Inc., a Nevada corporation and wholly-owned\nsubsidiary of the Acquiror (“Merger Sub” and together with the Acquiror, the “Acquiror Entities”), entered into\nan Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set\nforth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing\nas the surviving corporation in the Merger (the “Surviving Company”) as a wholly owned subsidiary of Acquiror. The Company’s\nshares are currently publicly traded on the Nasdaq Capital Market.\n\n \n\nOn the terms and subject to the conditions set forth in the Merger Agreement,\nat the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock, par\nvalue $0.001 per share, of the Company (the “Shares”), that is issued and outstanding immediately prior to the Effective Time\n(other than certain Shares to be canceled pursuant to the terms of the Merger Agreement and Dissenting Shares (as defined in the Merger\nAgreement)) will be converted into the right to receive a pro rata portion of an aggregate number of shares of the Acquiror’s common\nstock, no par value (“Acquiror Shares”), that represent 10% of the issued and outstanding Acquiror Shares immediately following\nthe Effective Time (calculated on a fully diluted basis) (the “Company Consideration Shares”).\n\n \n\nIn addition, pursuant to the Merger Agreement, effective as of the Effective\nTime, automatically and without any action on the part of the holder thereof, (a) each Company Convertible Security (as defined in the\nMerger Agreement) shall be accelerated and fully vested, and converted into the right to receive a pro rata portion of the Company Consideration\nShares and (b) each Company Common Stock Warrant (as defined in the Merger Agreement) shall be assumed by the Surviving Company and shall\nbecome a corresponding warrant of Acquiror.\n\n \n\nThe Company is subject to customary restrictions on its ability to solicit\nalternative acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third\nparties regarding alternative acquisition proposals. However, prior to the receipt of the approval of the Merger from the Company’s\nstockholders, the solicitation restrictions are subject to a customary “fiduciary-out” provision that allows the Company,\nunder certain circumstances, to provide information to and participate in negotiations or discussions with third parties with respect\nto an alternative acquisition proposal if it determines in good faith, after consultation with outside legal counsel, that the failure\nto take such action would reasonably be expected to be a violation of the Company’s board of directors’ fiduciary duties under\napplicable law. In addition, the Company’s board of directors, after satisfying certain notice requirements to the Acquiror, may\nchange its recommendation with respect to the Merger if it determines in good faith, after consultation with outside legal counsel, that\nthe failure to do so under certain circumstances specified in the Merger Agreement would reasonably be expected to be a violation of the\nCompany’s board of directors’ fiduciary duties under applicable law.\n\n \n\n-2-\n\n \n\n \n\nThe Merger Agreement contains certain termination rights, and provides that,\nupon termination of the Merger Agreement under specified circumstances, the Acquiror may be required to pay the Company a termination\nfee of $500,000 and the Company would be required to pay the Acquiror a termination fee of $1,500,000. Specifically, if the Merger Agreement\nis terminated (a) in connection with either failure of the Acquiror to obtain its stockholders approval of the Merger or (b) subject to\ncertain conditions, in the event the Merger is not consummated prior to the “end date” of October 31, 2026, then, in either\ncase, the $500,000 termination fee will be payable by the Acquiror to the Company upon termination. In addition, if the Company terminates\nthe Merger Agreement to accept a Superior Proposal (as defined in the Merger Agreement) in compliance with the terms of the Merger Agreement\nor in connection with a Company Intervening Event (as defined in the Merger Agreement), the $1,500,000 termination fee will be payable\nby the Company to the Acquiror upon termination.\n\n \n\nThe Merger Agreement contains customary representations,\nwarranties and covenants of the Company, Merger Sub and the Acquiror, including, among others, covenants that: (a) each party will conduct\nits business in the ordinary course of its business during the interim period between the execution of the Merger Agreement and the Effective\nTime, (b) each party will not engage in certain types of transactions or take certain actions outside the ordinary course during such\nperiod without the prior consent of the other party. The Merger Agreement also requires each of the Company and the Acquiror to call and\nhold a stockholder meeting and for the Company’s board of directors to recommend that the Company’s stockholders approve the\nMerger Agreement.\n\n \n\nWithout limiting the generality of the foregoing,\npursuant to the Merger Agreement, prior to the closing of the Merger, the Company, a newly formed subsidiary (“Assetco”),\nand a newly formed Delaware contingent value rights trust (the “Trust”), must consummate the Pre-Closing CVR Restructuring\n(as defined below) pursuant to which such parties shall: (a) form Assetco as a wholly-owned subsidiary of the Company; (b) cause the contribution\nof all of the Company Assets and Liabilities (as defined in the Merger Agreement) from the Company to Assetco in exchange for all of Assetco’s\nissued and outstanding shares of capital stock (the “Assetco Contribution”), using a contribution agreement in a form reasonably\nsatisfactory to the Acquiror; (c) form the Trust as a wholly-owned subsidiary of the Company; (d) cause the contribution of all of the\nissued and outstanding shares of capital stock of Assetco from the Company to the Trust in exchange for all of the Trust’s contingent\nvalue rights interests, using a contribution agreement in a form reasonably satisfactory to the Acquiror; and (e) cause the distribution\nof the contingent value rights interests from the Company to the Company’s existing stockholders, using a distribution agreement\nin a form reasonably satisfactory to the Acquiror, after which the Company shall retain no ownership or other interest (whether in the\nform of stock, trust interests, or otherwise) in either the Trust or Assetco (such steps collectively, the “Pre-Closing CVR Restructuring”).\nFollowing closing of the Merger, the Trust will seek to sell the Company Assets and Liabilities and any net proceeds received from such\nsales would ultimately accrue to the benefit of existing Company stockholders.\n\n \n\nConsummation of the Merger is subject to various conditions,\nincluding (a) obtaining requisite approval of the Merger from the Company’s and the Acquiror’s stockholders, (b) the Registration\nStatement (as defined in the Merger Agreement) filed by the Acquiror with the SEC becoming effective, (c) the absence of certain laws\nor orders issued by certain specified governmental entities making illegal or permanently enjoining or prohibiting the Merger, (d) the\nCompany Consideration Shares being approved for listing on the NYSE, NYSE American, or another applicable stock exchange, (e) the accuracy\nof the representations and warranties made by the parties, subject to certain exceptions, (f) the absence of a material adverse effect\non either party that is continuing, (g) consummation of the Pre-Closing CVR Restructuring, and (h) delivery of a fairness opinion.\n\n \n\nThe foregoing description of the Merger Agreement\nand the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and\nis qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and\nincorporated into this Current Report on Form 8-K by reference herein.\n\n \n\n-3-\n\n \n\n \n\nThe Merger Agreement has been included to provide investors with information\nregarding its terms. It is not intended to provide any other factual information about the Company, the Acquiror, or Merger Sub. The representations,\nwarranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates\ntherein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting\nparties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties\nto the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the\ncontracting parties that differ from those applicable to investors. The representations and warranties may also be subject to contractual\nstandards of materiality that may be different from those generally applicable under the securities laws. Neither the Company nor the\nAcquiror’s investors are third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties\nand covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any\nof their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties\nmay change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s\nor the Acquiror’s public disclosures.\n\n \n\nCompany Support Agreement\n\n \n\nConcurrently with entering into the Merger Agreement, a Company stockholder,\nin its capacity as a holder of shares or other equity interests of the Company, entered into a Company Support Agreement with the Acquiror\n(the “Support Agreement”) pursuant to which such Company stockholder agreed, among other things, to vote its shares of Company\ncommon stock for the approval of the Merger Agreement and against any alternative proposal. Notwithstanding the foregoing, however, the\nSupport Agreement terminates upon the termination of the Merger Agreement in accordance with its terms. The foregoing description of the\nSupport Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, a copy\nof which is filed as Exhibit 99.1 hereto and is hereby incorporated into this Current Report on Form 8-K by reference."}