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Twin Vee PowerCats, Co.

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

VEEE$8.27+1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-20.

0001731122-25-000412

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-27.

0001731122-26-000317

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 72 previous paragraphs and 86 current paragraphs.

35 unchanged; 23 reworded; 27 added; 13 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 3 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (27)

Current report

Revenue from the sale of our boats accounted for nearly 100% of our net revenue in the third quarter of 2025 and for the fiscal year 2024. Our boats are manufactured in Fort Pierce, Florida. We believe our company has been an innovator in the recreational and commercial power boat industry. We currently have 12 Twin Vee models in or nearing production ranging in size from 24-foot to 40-foot, and 9 monohull (Bahama) models in or nearing production ranging in size from 22-foot to 41-foot. Revenues are also derived from the sale of short-term contracts to provide used boat listing services through Wizz Banger, Inc., which is recognized into revenues over the life of the contract.

Current report

During the 2025 and 2024 fiscal years, we focused our efforts on increased throughput through our facility, and integrating the new models from our Bahama Boats brand that we acquired in 2025.

Current report

During the year ended December 31, 2025, two individual dealers each represented over 10% of our total sales and in the aggregate represented 27% of total sales. During the year ended December 31, 2024, three individual dealers represented over 10% of our total sales, and in the aggregate represented 40% of total sales.

Current report

The First Amendment was entered into in order to (i) amend the definition of “Foreground Intellectual Property” (as defined therein), (ii) to clarify the respective rights of the parties thereunder, (iii) to assign the License and Sale Agreement to Wizz Banger, and (iv) to provide for a guaranty by us of Wizz Banger’s obligations and liabilities under the License and Sale Agreement, as amended, as provided therein and effect other amendments to the License and Sale Agreement as set forth therein.

Current report

On June 5, 2025, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), with Bahama Boat Works, LLC (“Bahama Boat Works”), pursuant to which we acquired various tangible and intangible assets (the “Assets”) from Bahama Boat Works’ relating to the Bahama boat brand (the “Bahama Boat Brand”). In accordance with the Asset Purchase Agreement, in consideration of the transferred Assets we paid Bahama Boat Works $100,000 and agreed to pay up to $2,900,000 in additional contingent consideration based upon a percentage of the revenues we receive from future sales to customers of new Bahama Boat Brand 31’, 35’, 37’, and 41’ boat models (the “Bahama Boat Revenues”). The Asset Purchase Agreement provides that Bahama Boat Works will receive 20% of the first $7,500,000 of Bahama Boat Revenues we receive and 10% of the Bahama Boat Revenues we receive in excess of $7,500,000 (but not exceeding $21,500,000) until such time as Bahama Boat Works has been paid an aggregate of $3,000,000 by us from such sales.

Current report

The Asset Purchase Agreement may be terminated by mutual written consent of the parties or by us, in our sole discretion, if we decide to discontinue further development, production, or commercialization of the Bahama Boat Brand product line before the balance of the contingent consideration due to Bahama Boat Works is paid. Upon any such termination, the parties may either seek to sell the Bahama Boat Brand and associated assets pursuant to a mechanism set forth in the Asset Purchase Agreement or we, in our sole discretion, may elect to return the Assets to Bahama Boat Works.

Current report

On May 8, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as representative of the several underwriters named therein (the “Representative”), pursuant to which we agreed to sell to the Representative in a firm commitment underwritten public offering (the “May 2025 Offering”) an aggregate of 750,000 shares (the “Shares”) of our common stock at the public offering price of $4.00 per share, resulting in gross proceeds of $3.0 million, before deducting underwriting discounts, commissions and offering expenses. The Shares were sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333-266858) filed with the SEC under the Securities Act and declared effective by the Commission on August 24, 2022, a base prospectus, dated August 24, 2022, included in the Registration Statement at the time it originally became effective, and a prospectus supplement, dated May 8, 2025, filed with the Commission pursuant to Rule 424(b) under the Securities Act. Pursuant to the Underwriting Agreement, we also issued to designees of the Representative unregistered warrants to purchase up to 37,500 shares of our common stock, which equals 5% of the shares of common stock purchased in the May 2025 Offering. The May 2025 Offering closed on May 12, 2025. The net proceeds to us from the May 2025 Offering, after deducting the underwriting discount, the Representative’s fees and expenses and our estimated offering expenses, were $2,555,101.

Current report

On April 21, 2025, Northpoint Commercial Finance LLC (“Northpoint”) came into possession of certain Twin Vee and AquaSport inventory of United Marine and Storage LLC, a former dealer of our products. Northpoint requested that we take possession of and repurchase the inventory in accordance with the Repurchase Agreement that we previously entered into with Northpoint. During the second quarter, we sold five of the six repossessed boats, resulting in a net loss on the sale of approximately $14,875 after transportation, refurbishment, and commissions for the second quarter. During the third quarter, we paid our obligation to Northpoint for the one remaining repurchase obligation of $58,984 and are currently marketing this boat for sale. We expect to fully recover the amount of the repurchase obligation.

Current report

On April 4, 2025, we filed an amendment (the “Amendment”) to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split at a ratio of 1-for-10, effective as of 11:59 p.m. Eastern Time, on April 7, 2025 (the “Effective Time”), in order to regain compliance with the Minimum Bid Price Requirement. Our common stock began trading on a reverse split-adjusted basis on April 8, 2025 under the existing ticker symbol “VEEE.” Any share amounts and exercise or conversion prices in this report have been adjusted retrospectively for the Reverse Stock Split.

Current report

On April 28, 2025, we received a letter from Nasdaq stating that Nasdaq had determined that we now comply with the Minimum Bid Price Requirement.

Current report

On January 6, 2026, we announced the formation of a strategic steering committee to focus on advancing autonomous marine technologies to address key challenges in unmanned maritime systems and help bridge gaps exposed in current defense and commercial autonomy efforts. The executive-level steering committee includes members of our board of directors and management team. Its primary focus is to explore, evaluate, and identify potential technology partners in the autonomous and AI space whose capabilities may complement Twin Vee’s marine design and manufacturing platform and to present such opportunities to our board of directors and management, as appropriate.

Current report

On January 22, 2026, we formed Black Line Defense, a wholly owned subsidiary focused on the design and manufacture of manned and autonomous maritime platforms for defense, security, and surveillance missions. Black Line Defense is seeking to pursue opportunities with the U.S. Department of Defense, Homeland Security, and allied agencies, targeting government programs allocating billions of dollars toward small-craft fleets over the coming years. The subsidiary aims to leverage Twin Vee’s existing vertically integrated manufacturing footprint, including in-house design, composite lamination, CNC tooling, wire-harness fabrication, rigging, quality control, and scalable production capacity. Black Line Defense is structured to enter the government market with limited incremental capital investment while offering cost-competitive, rapidly deployable vessel solutions for patrol, interdiction, logistics, and unmanned operations.

Current report

On September 17, 2025, our board of directors appointed Scott Searles to serve as Interim Chief Financial Officer, effective immediately, while we undertake a search to identify a permanent successor. Mr. Searles terminated his employment as our Interim Chief Financial Officer in January 2026. On January 9, 2026, Joseph Visconti was appointed as Interim Chief Financial Officer, effective immediately, while we undertake a search to identify a permanent successor.

Current report

On September 26, 2025, we entered into a purchase and sale agreement with Highland Myco Holdings, LLC for the sale of our property located at 100 College Drive, Marion, North Carolina, which was completed on October 31, 2025. We received $500,000 as a closing payment, with an additional $3,750,000 payable in installments of $500,000 plus accrued interest at a rate of 5% on October 31, 2026, $500,000 plus accrued interest on April 30, 2027, and a balloon payment of $2,750,000 plus accrued interest on October 31, 2027.

Current report

On February 19, 2026, we entered into a placement agency agreement (the “Placement Agency Agreement”) with ThinkEquity LLC, as sole placement agent (the “Placement Agent”), pursuant to which we agreed to issue and sell directly to various investors in a best efforts public offering (the “February 2026 Offering”) an aggregate of 6,383,000 shares (the “Shares”) of our common stock at a public offering price of $0.47 per share. The Shares were sold pursuant to a registration statement on Form S-1 (File No. 333-292661) relating to the securities filed with the Securities and Exchange Commission (“SEC”) and became effective on February 13, 2026, and a prospectus, dated February 19, 2026. The February 2026 Offering closed on February 23, 2026. The net proceeds to us from the February 2026 Offering, after deducting the underwriting discount, the Representative’s fees and expenses and our estimated offering expenses, were approximately $2,540,109.

Current report

Gross profits increased by $2,008,530, or 267% to $1,257,105 in 2025 compared to a negative $751,425 for the year ended December 31, 2024. Gross profit as a percentage of sales for the year ended December 31, 2025 was 8.5% compared to a negative 5.2% for the year ended December 31, 2024. The increase in gross profit reflects our ongoing efforts to reduce our cost structure, such as bringing certain manufacturing operations in-house, better utilization of our ERP system and direct labor leveraged against higher volumes.

Current report

For the year ended December 31, 2025, we incurred a loss from operations of $8,781,299 and a net loss of $8,607,273. As of December 31, 2025, we had accumulated deficits of $34,000,228. To address these conditions:

Current report

Despite our ongoing efforts to mitigate these conditions, there can be no assurance that our expenses will not increase in future periods or that the cash generated from operations in future periods will be sufficient to satisfy our operating needs. If we need to raise additional capital to fund our continued operations, there can be no assurance that funding will be available on acceptable terms on a timely basis, or at all. The various ways that we could raise capital carry potential risks. Any additional sources of financing will likely involve the issuance of our equity securities, which will have a dilutive effect on our stockholders. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business. If we do not succeed in raising additional funds on acceptable terms or at all, we may be unable to fill new orders and develop new products. As such, we cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements included in this Report are filed with the SEC, and there is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt about our ability to continue as a going concern. If we are unable to generate sufficient revenue from operations and/or raise capital when needed or on attractive terms, we be forced to delay, reduce or eliminate efforts to expand our dealer network or develop new models and may be forced to cease operations or liquidate assets.
Removed paragraphs (13)

Previous report

the freshwater market, and consumers that prefer a monohull boat, increasing our potential customer base across the nation and beyond the catamaran market. Twin Vee’s home base operations in Fort Pierce Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet. We currently employe approximately 65 employees.

Previous report

During the year ended December31, 2024, we experienced a dramatic decrease in revenue. Our objectives have been to assist dealers with selling through field inventory, add new models like the GFX2 model line introduced in 2024, expand our dealer and distribution network, and increase unit production to fulfill our customer and dealer orders. The average selling price of our units increased by 19%, for the year ended December 31, 2024, to approximately $167,096. This is due to the higher proportion of larger Twin Vee models sold versus smaller Aquasport models.

Previous report

On November 26, 2024 (the “Closing Date”), pursuant to the terms of the Merger Agreement, by and between us, Twin Vee Merger Sub, Inc. and Forza, Merger Sub was merged with and into Forza (the “Merger”), with Forza surviving the Merger as our wholly-owned subsidiary. At the effective time of the Merger, (a) each outstanding share of common stock of Forza , par value $0.001 per share of Forza (the “Forza Common Stock”) (other than any shares held by Twin Vee) was converted into the right to receive 0.611666275 shares of Twin Vee common stock, par value $0.001 per share for an aggregate of 5,355,000 shares of our common stock (the “Twin Vee Common Stock”), (b) each outstanding Forza stock option, whether vested or unvested, that had not previously been exercised prior to such time was converted into an option to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock covered by such option, (c) each outstanding warrant to purchase shares of Forza Common Stock was assumed by Twin Vee and converted into a warrant to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock for which such warrant was exercisable for prior to the Effective Time, and (d) the 7,000,000 shares of Forza Common Stock held by Twin Vee were cancelled.

Previous report

The issuance of shares of Twin Vee Common Stock to the former shareholders of Forza was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-281788), as amended, filed by Twin Vee with the Securities and Exchange Commission (the “SEC”) and declared effective on October 10, 2024 (the “Registration Statement”).

Previous report

At the effective time of the Merger, in accordance with the terms of the Merger Agreement, the size of Twin Vee’s board of directors (the “Board”) was set at five, Joseph Visconti, Preston Yarborough, Neil Ross and Kevin Schuyler remained as directors of Twin Vee and Marcia Kull was appointed as a director of Twin Vee. Effective as of the effective time of the Merger, Bard Rockenbach and James Melvin resigned as directors of Twin Vee and any committees thereof.

Previous report

On November 11, 2024, we held the 2024 Annual Meeting. At the 2024 Annual Meeting, our stockholders approved the issuance of shares of common stock to Forza stockholders pursuant to the terms of the Merger Agreement and an amendment to our Certificate of Incorporation to effect a reverse stock split at a ratio within the range of 1-for-2 to 1-for-20.

Previous report

Gross profits decreased by $4,018,313, or 123% to a negative $751,425 for the year ended December 31, 2024 from $3,266,888 for the year ended December 31, 2023. Gross profit as a percentage of sales, for the year ended December 31, 2024 and 2023 was negative 5% and positive 10% respectively. We attribute the decline in gross profit percentage to inefficiencies in production resulting from a significant drop in demand in the marine sector.

Previous report

We believe that our cash and cash equivalents will provide sufficient resources to finance operations for the next 12 months. In addition to cash, cash equivalents, restricted cash and marketable securities, we anticipate that we will be able to rely, in part, on cash flows from operations in order to meet our liquidity and capital expenditure needs in the next year. We also anticipate the sale of our partially constructed McDowell, North Carolina facility to generate cash.

Previous report

The Company adopted FASB Accounting Standards Update (“ASU”) No. 2016-02,Leases(“Topic 842”), using the modified retrospective adoption method with an effective date of January 1, 2019. This standard requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.

Previous report

Under Topic 842, the Company applied a dual approach to all leases whereby the Company is a lessee and classifies leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the Company. Lease classification is evaluated at the inception of the lease agreement.
Reworded paragraphs (23)

Previous wording

We are a designer, manufacturer and marketer of recreational and commercial power catamaran boats. We believe our company has been an innovator in the recreational and commercial power catamaran industry. We currently have 19 gas-powered models in production ranging in size from our 22-foot monohull to our newly designed 40-foot offshore 400 GFX. Our 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. Additionally, we have launched the AquaSport line of monohull boats which are expected to appeal to first-time boat buyers,

Current wording

Twin Vee PowerCats Co. (“Twin Vee” “we”, “us” or the “Company”) is a designer, manufacturer and marketer of recreational and commercial power boats. We believe our company, founded in 1996, has been an innovator in the recreational and commercial power catamaran industry. Our 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. Twin Vee’s home base of operations in Fort Pierce, Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet, including a nearly complete 30,000 square foot expansion which began in mid-2024. We currently employ approximately 70 people.

Previous wording

Consumers can use our boats for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation, eco tours, fishing and diving expeditions. We believe that the performance, quality and value of our boats position us to achieve our goal of increasing our market share and expanding the power catamaran boating market. We currently primarily sell our boats through a current network of 43 independent boat dealers in locations across North America and the Caribbean who resell our boats to the end user Twin Vee customers. We continue recruiting efforts for high quality boat dealers and seek to establish new dealers and distributors domestically and internationally to distribute our boats as we grow our production and introduce new models. Our boats are currently outfitted with gas-powered outboard combustion engines.

Current wording

Twin Vee products are marketed under two brands: Twin Vee for our catamarans, or dual hull vessels, and Bahama Boat Works for our “V”-hull boats. Consumers can use our boats for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation, eco tours, fishing and diving expeditions. We believe that the performance, quality and value of our boats position us to achieve our goal of increasing our market share and expanding the power-boat market. We currently primarily sell our boats through a network of 17 independent boat dealers across North America, Hawaii, and Australia who resell our boats to the end user Twin Vee customers. We continue efforts to recruit high quality boat dealers to join our network and seek to establish new dealers and distributors domestically and internationally to distribute our boats as we grow our production and introduce new models. Our boats are currently outfitted with gas-powered outboard combustion engines. During 2024, Forza X1, Inc., our minority owned electric boat subsidiary determined to cease production of electric boats and on November 26, 2024, Forza X1, Inc. (“Forza”), was merged into Twin Vee Merger Sub, Inc., a wholly-owned subsidiary of Twin Vee (“Merger Sub”) and became a wholly owned subsidiary.

Current wording

First Amendment to the License and Conditional Sale Agreement with Revver Digital, LLC

Previous wording

On February 4, 2025, we entered into an agreement (the “Sale Agreement”), effective February 4, 2025 (the “Effective Date”), with Revver Digital, LLC, a Delaware limited liability company and wholly owned subsidiary of One Water Marine Inc. (“OWM”), providing us with the right to acquire certain intellectual property of OWM (the “OWN Intellectual Property”) related to (a) the online marketplace, advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through the websites available at the domains (the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the “Business”). Pending the closing of the sale to us of the OWN Intellectual Property, the Sale Agreement grants us a license to use and sublicense the OWN Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing royalty (the “Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription Revenue (as defined) of the Business; and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”). On the date of the closing (the “Closing”) of the sale to us of the OWN Intellectual Property, the Sale Agreement provides that in consideration of the transfer of, and as a purchase price (the “Purchase Price”) for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000 (the “Minimum Purchase Price”), less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date (the “Remaining Purchase Price”).

Current wording

Effective July 14, 2025, we and our recently formed, wholly owned subsidiary, Wizz Banger, Inc. (“Wizz Banger”), entered into a First Amendment (the “First Amendment”) to that certain license and conditional sale agreement (the “License and Sale Agreement”), entered into and effective as of February 4, 2025, by and between us and Revver Digital, LLC, providing us with the right to acquire certain intellectual property of OWM (the “OWM Intellectual Property”) related to (a) the online marketplace, advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through the websites available at the domains (the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the “Business”). Pending the closing of the sale to us of the OWM Intellectual Property, the License and Sale Agreement grants us a license to use and sublicense the OWM Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing royalty (the “Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription Revenue (as defined in the License and Sale Agreement) of the Business;

Previous wording

On November 7, 2024, we received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) granting our request for a 180-day extension to regain compliance with Nasdaq Listing Rule 5550(a)(2). Compliance may be achieved automatically and without further action if the closing bid price of our common stock is at or above $1.00 for a minimum of ten consecutive business days at any time prior to May 5, 2025, Nasdaq will notify us when it determines that we have regained compliance with the Minimum Bid Price Requirement and the matter will be closed.

Current wording

On May 10, 2024, we received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that for the preceding 30 consecutive business days (March 28, 2024 through May 9, 2024), our common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). We were provided 180 calendar days, or until November 6, 2024, to regain compliance. On November 7, 2024, we received written notification from Nasdaq granting our request for a 180-day extension to regain compliance with the Minimum Bid Price Requirement. Compliance would be achieved if the closing bid price of our common stock is at or above $1.00 for a minimum of ten consecutive business days at any time prior to May 5, 2025.

Previous wording

We finished the year with revenue down 57% compared to the prior year. Our cash, cash equivalents, restricted cash and marketable securities were $7.7 million at December 31, 2024. Our property, plant, and equipment went up as we invested in additional boat molds for new model, equipment to support our increased production levels, and leasehold improvements to improve the quality of our products and new and expanded production facilities

Current wording

We finished the year with revenue up 3% compared to the prior year. Our cash, cash equivalents, and restricted cash were $1.6 million at December 31, 2025. Our property, plant, and equipment decreased as a result of the sale of the North Carolina building, sale and disposition of research and development assets related to the former electric boat development activities, and the termination of a long term building and equipment lease, partially offset by investments in additional boat molds for new models, equipment to support our increased production levels, and leasehold improvements to improve the quality of our products and new and expanded production facilities.

Previous wording

Our net sales decreased $19,037,395, or 57% to $14,388,517 for the year ended December 31, 2024 from $33,425,912 for the year ended December 31, 2023. The number of boats sold during fiscal year ended December 31, 2024 decreased 63% compared to the number of our boats sold during the fiscal year ended December 31, 2023. However, our average cost per unit increased approximately $27,000. The increase in average price per boat was due to the higher percentage of Twin Vee boats compared to Aquasport boats, which have generally lower prices than Twin Vee boats.

Current wording

Our net sales increased $430,613, or 3% to $14,819,130 for the year ended December 31, 2025 from $14,388,517 for the year ended December 31, 2024. The Company sold 93 boats during fiscal year ended December 31, 2025, an increase of 7% compared to the 87 boats sold during the fiscal year ended December 31, 2024. The average price per unit decreased approximately $7,800 or 5%. The decrease in average price per boat was due primarily to the introduction of the 22’ BayCat in early 2025, which sold 15 units at an average selling price of below $100,000, and an overall lower average price per large boat sold during the year.

Previous wording

Operating expenses for the year ended December 31, 2024 and 2023 were $13,800,344 and $15,254,187, respectively, a decrease of $1,453,843 or 10%. As a percentage of revenues operating expenses were 96% compared to 46% in the prior year, largely due to the high fixed cost nature of our business on a 57% reduction in revenues partially offset by the benefit of significantly reduced spending at Forza throughout 2024. Operating expenses for the year ended December 31, 2024 included an impairment charge of $1,674,000 related to the impairment of the partially constructed Forza building based on an appraisal prior to the merger of Twin Vee and Forza. Before the impact of this charge, operating expenses for the year ended December 31, 2024 and 2023 were $12,126,344 and $15,254,187, respectively, a decrease of $3,127,843 or 21%. As a percentage of revenues, before the impact of the impairment charge, operating expenses were 84% compared to 46% in the prior year, largely due to the high fixed cost nature of our business on a 57% reduction in revenues partially offset by the benefit of significantly reduced spending at Forza throughout 2024.

Current wording

Operating expenses for the year ended December 31, 2025 and 2024 were $10,038,404 and $13,800,344, respectively, a decrease of $3,761,940 or 27%. Operating expenses for the years ended December 31, 2025 and 2024 included an impairment charge of $418,416 and 1,674,000, respectively, related to the impairment of the partially constructed Forza building based on an appraisal prior to the merger of Twin Vee and Forza. Before the impact of this charge, operating expenses for the year ended December 31, 2025 and 2024 were $9,619,988 and $12,126,344, respectively, a decrease of $2,506,356 or 21%.

Previous wording

Selling, general and administrative expenses decreased by approximately 17%, or $638,538 to $3,095,868 for the year ended December 31, 2024, compared to $3,734,406 for the year ended December 31, 2023.

Current wording

Selling, general and administrative expenses decreased by approximately 19%, or $593,466 to $2,502,402 for the year ended December 31, 2025, compared to $3,095,868 for the year ended December 31, 2024.

Previous wording

Salaries and wage-related expenses decreased by approximately 34%, or $2,566,622 to $4,906,819 for the year ended December 31, 2024, compared to $7,473,441 for the year ended December 31, 2023. This decline is primarily related to significant reductions in headcount at Forza, partially offset by $310,000 in special bonuses paid to certain executives upon the successful merger of Twin Vee and Forza. Included in salaries and wages for the year ended December 31, 2024 was a non-cash stock-based compensation expense of $1,202,474, which represented a decrease of $700,275 from the prior year, due primarily to the forfeiture of options following the departure of certain senior executives at both Twin Vee and Forza during 2024 partially offset by the addition of a new executive officer at Twin Vee and further issuances of options to existing employees. Also resulting from the reduction in headcount year over year were related reductions in the cost of benefits, primarily health insurance, holiday pay and 401K.

Current wording

Salaries and wage-related expenses decreased by approximately 12%, or $581,471 to $4,325,348 for the year ended December 31, 2025, compared to $4,906,819 for the year ended December 31, 2024. This decline is primarily related to significant reductions in headcount at Forza, including a $759,765 decline in stock-based compensation partially offset by $422,844 in combined salaries and wages and stock-based compensation related to the development of Wizz Banger. Also resulting from the reduction in headcount year over year were related reductions in the cost of benefits, primarily health insurance, holiday pay and 401K.

Previous wording

Professional fees increased by 34%, or $420,086 to $1,669,474 for the year ended December 31, 2024, compared to $1,249,388 for the year ended 2023. The increase in professional fees related primarily to the merger between Twin Vee and Forza. Costs incurred were for legal representation, auditor consents, fairness opinions, appraisals, filings and the like.

Current wording

Professional fees decreased by 48%, or $802,384 to $867,090 for the year ended December 31, 2025, compared to $1,669,474 for the year ended 2024. The decrease in professional fees related primarily to the merger between Twin Vee and Forza during 2024. Costs incurred were for legal representation, auditor consents, fairness opinions, appraisals, filings and other similar costs.

Previous wording

Depreciation and amortization expense for the year ended December 31, 2024 increased by 29%, or $391,834 to $1,745,217 for the year ended December 31, 2024 compared to $1,353,383 for the year ended December 31, 2023. This increase is due to significant investments in equipment, leasehold improvements and boat molds that resulted in an increased depreciation expense.

Current wording

Depreciation and amortization expense for the year ended December 31, 2025 decreased by less than 1%, or $10,987 to $1,734,230 for the year ended December 31, 2025 compared to $1,745,217 for the year ended December 31, 2024. This decrease is due to significant investments in equipment, leasehold improvements and boat molds more than offset by the sale of Forza R&D equipment and the termination of a significant lease agreement for building and equipment.

Previous wording

Research and development expenses for the year ended December 31, 2024, was $586,378 compared to $1,443,569, for the year ended December 31, 2023. This reduction was due to the discontinuance of the development of our electric propulsion system for Forza.

Current wording

Research and development expenses for the year ended December 31, 2025, was $0 compared to $586,379, for the year ended December 31, 2025. This reduction was due to the discontinuance of the development of our electric propulsion system for Forza.

Previous wording

Other income decreased by 75%, or $1,663,240 to $541,863 for the year ended December 31, 2024, compared to $2,205,103 for the year ended, 2023. The decrease in other income is primarily the result of $1,267,055 in Employee Retention Credit income received in 2023, which is not recurring in 2024, and lower overall dividends and interest on investments resulting from the liquidation of investments to fund operations and capital investments.

Current wording

Other income decreased by 68%, or $367,839 to $174,026 for the year ended December 31, 2025, compared to $541,863 for the year ended, 2024. The decrease in other income is primarily the result of lower dividends and interest on investments resulting from the liquidation of investments to fund operations and capital investments.

Previous wording

Net loss for the year ended December 31, 2024, was $14,009,906, compared to $9,782,196 for the year ended December 31, 2023. 2024 was a challenging year with overall boat production down 63%, which worsened throughout the year. We managed both variable and fixed operating costs, including reducing then shutting down the Forza research and development operation. The deleveraging of our fixed costs on such a low revenue base in 2024 led to significant losses. We have decreased our head count significantly and continue to right-size the business for the current state of the economy, while keep our core strengths intact. Basic and dilutive loss per share of common stock increased for the year ended December 31, 2024 to ($1.10) compared to ($0.76) for the year ended December 31, 2023.

Current wording

Net loss for the year ended December 31, 2025, was $8,607,273, compared to $14,009,906 for the year ended December 31, 2024, an improvement of 39%. Both 2025 and 2024 were challenging years with overall boat production down from previous periods. We reduced both variable and fixed operating costs, including shutting down the Forza research and development operation. The deleveraging of our fixed costs on such a low revenue base led to continued losses. We have reduced our head count to match current production levels and continue to right-size the business for the current state of the economy, while keeping our core strengths intact. Basic and dilutive loss per share of common stock improved for the year ended December 31, 2025 to ($4.37) compared to ($11.01) for the year ended December 31, 2024.

Previous wording

A primary source of funds for the year ended December 31, 2024 was net cash received from sales of our equity securities and those of Forza during prior fiscal years and revenue generated from operations. Our primary use of cash was related to funding the low-level revenue related cash losses from operations and capital improvements. Our priority over the next year is to grow our revenue base while managing working capital including improving inventory turns.

Current wording

A primary source of funds for the year ended December 31, 2025 was net cash received from sales of our equity securities and revenue generated from operations. Our primary use of cash was related to funding the low-level revenue related cash-losses from operations and capital improvements. Our priority over the next year is to grow our revenue base while managing working capital, including improving inventory turns.

Previous wording

As of December 31, 2024, we had sufficient cash and cash equivalents to meet ongoing expenses for at least twelve months from the date of the filing of this Annual Report. As of December 31, 2024, we had $7,706,240 of cash, cash equivalents, restricted cash and marketable securities, total current assets of $10,419,141, and total assets of $25,887,905. Our total liabilities were $6,671,055. Our total liabilities were comprised of current liabilities of $3,747,990, which included accounts payable and accrued liabilities of $3,009,331, contract liability of $80,000, finance lease liability of $221,929 and current portion of operating lease right of use liability of $436,730, and long-term liabilities of $2,923,065. As of December 31, 2023, we had $16,755,233 of cash, cash equivalents, restricted cash, $4,462,942 of marketable securities, total current assets of $26,646,318 and total assets of $39,846,713. Our total current liabilities were $4,216,345 and total liabilities of $7,797,098 which included long-term operating lease liabilities for the lease of our facility.

Current wording

We do not have sufficient cash and cash equivalents to meet ongoing expenses for at least twelve months from the date of the filing of this Annual Report. As of December 31, 2025, we had $1,646,695 of cash, cash equivalents, restricted cash and marketable securities, total current assets of $4,897,217, and total assets of $16,234,369. Our total liabilities were $2,766,558. Our total liabilities were comprised of current liabilities of $2,244,513, which included accounts payable and accrued liabilities of $1,829,083, contract liability of $395,932, and finance lease liability of $19,498, and long-term liabilities of $522,045. As of December 31, 2024, we had $7,706,240 of cash, cash equivalents, restricted cash, and total current assets of $10,419,141 and total assets of $25,887,905. Our total current liabilities were $3,747,990 and total liabilities of $6,671,055 which included long-term operating lease liabilities for the lease of our facility.

Previous wording

For the year ended December 31, 2024, net cash flows used in operating activities was $6,973,617 compared to $6,934,773 during the year ended December 31, 2023. We have decreased net inventory levels by $2,418,098, due to managing inventory as well as other working capital items to align with the significant reduction in revenues and production in 2024. Our net loss was $14,009,906, decreased by non-cash expenses, primarily due to stock-based compensation of $1,177,140, depreciation and amortization of $1,745,217, impairment of property & equipment of $1,674,000, change of right-of-use asset and lease liabilities of $464,304, and loss on disposal of property & equipment of $172,684. For the year ended December 31, 2024, our accounts payable decreased $183,947 due to our decrease in inventory and production. For the year ended December 31, 2024, our operating lease liabilities decreased $482,897 and our accrued liabilities decreased by $281,259.

Current wording

For the year ended December 31, 2025, net cash flows used in operating activities was $6,878,557 compared to $6,973,617 during the year ended December 31, 2024. We have decreased net inventory levels by $24,019 and reduced our outstanding obligations to suppliers by $1,100,243. Our net loss was $8,607,273, decreased by non-cash expenses, primarily due to stock-based compensation of $303,133, depreciation and amortization of $1,734,230, impairment of property & equipment of $418,416, change of right-of-use asset and lease liabilities of $390,686, and loss on disposal of property & equipment and lease terminations of $190,918.

Previous wording

During the year ended December 31, 2024, we used $1,861,632 for investment activities, compared to $6,629,021 used during the year ended December 31, 2023. We increased our property and equipment by $6,341,675, we sold marketable securities of $4,462,942. The majority of the property and equipment purchased were molds for our boat production, for Twin Vee, and additions to facilities in both North Carolina and Ft. Pierce Florida.

Current wording

During the year ended December 31, 2025, we used $1,590,634 for investment activities, compared to $1,861,632 used during the year ended December 31, 2024. We increased our property and equipment by $2,157,199 and sold certain property and equipment generating cash proceeds of $552,478. The majority of the property and equipment purchased were molds for our boat production, for Twin Vee, and additions to facilities in Ft. Pierce Florida.

Previous wording

For the year ended December 31, 2024, net cash used by financing activities was approximately $213,744 compared to net cash provided by financing activities of $6,818,020 for the year ended December 31, 2023. The cash flow from financing activities for the year ended December 31, 2024 included only finance lease payments while for the year ended December 31, 2023, cash provided by finance activities was primarily from proceeds of $6,996,015 and deferred offering cost of $66,463 from a follow-on underwritten public offering for Forza in June 2023.

Current wording

For the year ended December 31, 2025, net cash provided by financing activities was $2,409,646 compared to net cash used in financing activities of $213,744 for the year ended December 31, 2024. The cash flow from financing activities for the year ended December 31, 2025 was primarily from the proceeds from a follow-on underwritten public offering of Twin Vee common stock.

Previous wording

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and make various assumptions,

Current wording

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and make various assumptions, which management believes to be reasonable under the circumstances, which form the basis for judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Previous wording

The preparation of financial statements in conformity with accounting principles generally accepted in the United States “U.S. GAAP” requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about allowances for inventory obsolescence, useful life of fixed assets, warranty reserves and bad-debt reserves.

Current wording

The preparation of financial statements in conformity with accounting principles generally accepted in the United States “U.S. GAAP” requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about allowances for inventory obsolescence, useful life of fixed assets, and warranty reserves.

Previous wording

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Production costs, consisting of labor and overhead, are applied to ending finished goods inventories at a rate based on estimated production capacity. Excess production costs are charged to cost of products sold. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.

Current wording

Inventories are valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method on a first-in first-out basis. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Production costs, consisting of labor and overhead, are applied to ending finished goods inventories at a rate based on estimated production capacity. Excess production costs are charged to cost of products sold. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”). On the date of the closing of the sale to us of the OWM Intellectual Property, the License and Sale Agreement provides that in consideration of the transfer of, and as a purchase price for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000, less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

which management believes to be reasonable under the circumstances, which form the basis for judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.