Twin Vee PowerCats, Co.
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
VEEE$8.27+1.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001731122-25-001489
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001731122-26-000687
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 103 previous paragraphs and 81 current paragraphs.
28 unchanged; 24 reworded; 29 added; 48 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 4 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 (29)
Current report
During the first quarter of 2026, we completed three equity offerings pursuant to which we agreed to issue and sell an aggregate of 468,8620 shares of our common stock. The aggregate net proceeds to us from the offerings, after deducting the placement agent fees and expenses and our estimated offering expenses, were approximately $5,800,025.
Current report
February 2026 Offering
Current report
On February 19, 2026, we entered into a placement agency agreement with ThinkEquity LLC, as sole 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 172,516 shares of our common stock at a public offering price of $17.39 per share. The shares were sold pursuant to a registration statement on Form S-1 (File No. 333-292661) filed with the Securities and Exchange Commission (the “SEC”) which 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 placement agent fees and expenses and our estimated offering expenses, were approximately $2,427,605.
Current report
March 2026 Offering
Current report
March 2026 Offering B
Current report
On March 23, 2026, we entered into a placement agency agreement with ThinkEquity LLC, as sole placement agent, pursuant to which we agreed to issue and sell directly to various investors in a best efforts public offering (the “March 2026 Offering B”) an aggregate of 175,457 shares of our common stock at a public offering price of $14.21 per share. The shares were sold pursuant to a registration statement on Form S-3 (File No. 333-293911) filed with the SEC which became effective on March 5, 2026, and a prospectus, dated March 23, 2026. The March 2026 Offering B closed on March 24, 2026. The net proceeds to us from the March 2026 Offering B, after deducting the placement agent fees and expenses and our estimated offering expenses, were approximately $2,058,559.
Current report
On April 2, 2026, we received written notice (the “Notification Letter”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that that the Company no longer satisfies the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days (collectively, the “Bid Price Rule”). Based on the closing bid price of our common stock for the thirty (30) consecutive business days from February 18, 2026 to March 31, 2026, we no longer satisfy the Bid Price Rule. While companies are typically afforded a 180-calendar day compliance period to comply with the Bid Price Rule, the Notification Letter stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), we were not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that we effected a reverse stock split over the prior one-year period. We effected a 1-for-10 reverse stock split on April 7, 2025. The Notification Letter stated that our securities will be subject to delisting from Nasdaq unless we timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which was so requested and subsequently scheduled for May 7, 2026. Accordingly, any further suspension or delisting action by Nasdaq relating to the Bid Price Rule will be stayed pending the Panel’s decision.
Current report
During the appeal process with the Panel, our common stock will continue to be listed and trade on Nasdaq. There can be no assurance that the Panel will grant our request for continued listing or that we will be able to regain compliance and thereafter maintain its listing on Nasdaq.
Current report
We intend to actively monitor the closing bid price of our common stock and evaluate all available options to regain compliance with the applicable rules. To that end, on April 30, 2026, we filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to amend our Articles of Incorporation to effect a 1-for-37 reverse stock split of our authorized shares of common stock, accompanied by a corresponding decrease in our issued and outstanding shares of common stock (the “Reverse Stock Split”), effective as of 12:01 a.m. Eastern Time on May 4, 2026 (the “Effective Time”), pursuant to Nevada Revised Statutes (“NRS”) 78.207.
Current report
On April 10, we completed our reincorporation from the State of Delaware to the State of Nevada. The strategic move was approved by our stockholders at our annual meeting of stockholders in November as a proactive measure to reduce operational costs and support our long-term growth objectives.
Current report
Executive Compensation
Current report
On April 21, 2026, the compensation committee of our board of directors approved an increase in the base salary of Preston Yarborough, our Vice President, to $250,000 per annum, and on April 22, 2026, we entered into an amendment (the “Yarborough Amendment”) to the employment agreement, effective as of July 23, 2021, by and between us and Preston Yarborough, reflecting such increase in base salary.
Current report
Reverse Stock Split
Current report
On April 30, 2026, we filed a Certificate of Change with the Nevada Secretary of State to amend our Articles of Incorporation to effect a 1-for-37 reverse stock split of our authorized shares of common stock, accompanied by a corresponding decrease in our issued and outstanding shares of common stock, effective as of 12:01 a.m. Eastern Time on May 4, 2026, pursuant to NRS 78.207.
Current report
On April 10, 2026, our board of directors approved the Reverse Stock Split by unanimous written consent. Since the Reverse Stock Split was effectuated pursuant to NRS 78.207 by a proportionate decrease in both the authorized and issued and outstanding shares of the entire class, no stockholder approval of the Reverse Stock Split was required under the NRS. After the Effective Time, the common stock began trading under the existing trading symbol “VEEE” on the Nasdaq Capital Market on a reverse split-adjusted basis when the market opened on May 4, 2026. At the Effective Time, every 37 shares of common stock issued and outstanding automatically converted into one issued and outstanding share of common stock and the total number of shares of common stock authorized for issuance under the Articles of Incorporation was reduced by a corresponding proportion from approximately 19.6 million shares to approximately 0.5 million shares.
Current report
In addition, as a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of common stock underlying outstanding equity awards and warrants. The total number of shares of our preferred stock authorized for issuance under the Articles of Incorporation remained at 10,000,000.
Current report
Gross profit declined by $340,777, or 63%, to $196,337 for the three months ended March 31, 2026, from $537,114 for the three months ended March 31, 2025. Gross profit as a percentage of sales for the three months ended March 31, 2026 was 5.0% compared to 14.9% in the first quarter of 2025. The decline in gross profit of 9.9 percentage points, is primarily due to an increase in labor related to the completion and re-launch of the new Bahama Boat line of boats at the Palm Beach International Boat Show and a $173,409 non-cash inventory reserve increase related to excess inventory.
Current report
During the three months ended March 31, 2026 and 2025, total operating expenses were $2,332,271 and $2,216,208, respectively, an increase of $116,063, or 5%.
Current report
Selling, general, and administrative expenses increased by approximately 44%, or $261,999, to $860,551 for the three months ended March 31, 2026, compared to $598,552 for the three months ended March 31, 2025. The increase was primarily due to an increase in both property taxes and Delaware franchise taxes as well as approximately $168,000 of penalties assessed by the Internal Revenue Service related to section 6721 and 6722 for the tax year 2022. The Company is actively seeking to resolve this disagreement with the IRS.
Current report
Salaries and wage related expenses decreased 8%, or $81,457, to $885,505 for the three months ended March 31, 2026, compared to $966,962 for the three months ended March 31, 2025. The decrease in salaries and wages is across the board, including salaries, director expenses, and benefits due to ongoing resource management.
Current report
Professional fees decreased by 18%, or $26,957, to $119,054 for the three months ended March 31, 2026, compared to $146,011 for the three months ended March 31, 2025. This decrease was due primarily to the reduction in legal fees following a change in our SEC attorney firm in late 2025.
Current report
Depreciation and amortization expense increased by 6%, or $25,489 to $467,161 for the three months ended March 31, 2026, as compared to $441,672 for the three months ended March 31, 2025. This increase is due to the capitalization of Ft. Pierce building expansion and the 5-axis C&C machine installed in late 2025.
Current report
Liquidity
Current report
During the three months ended March 31, 2026, the Company completed multiple equity offerings resulting in aggregate gross proceeds of $7,192,640 and aggregate net proceeds of $5,800,025, after deducting placement agent fees and expenses and the Company’s offering expenses.
Current report
In connection with these offerings, the Company issued as compensation to the placement agent warrants to purchase shares of its common stock. The warrants are exercisable immediately and are classified as equity instruments. As a result, the issuance of these warrants did not result in any remeasurement adjustments or impact to the Company’s statements of operations.
Current report
The Company intends to use the net proceeds from these offerings for working capital and general corporate purposes.
Current report
Our working capital increased by $3,712,596 to $6,365,300 as of March 31, 2026, compared to $2,652,704 on December 31, 2025 primarily due to the three first quarter 2026 equity offerings totaling 17,347,900 shares, netting approximately $5,800,025 after fees and expenses, partially offset by continued operating losses incurred in the period.
Current report
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Current report
The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial.
Removed paragraphs (48)
Previous report
First Amendment to the License and Conditional Sale Agreement with Revver Digital, LLC
Previous report
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 Sales 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 Sales Agreement) 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 OWM Intellectual Property, the License and Sales 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, 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.
Previous 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.
Previous report
Bahama Boat Works Acquisition
Previous 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.
Previous 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.
Previous report
Underwritten Public Offering
Previous report
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.
Previous report
Repurchase Request
Previous 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 our 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.
Previous report
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 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 split-adjusted basis on April 8, 2025 under the existing ticker symbol “VEEE.” Any share amounts and exercise or conversion prices in this Quarterly Report on Form 10-Q have been adjusted retrospectively for the Reverse Stock Split.
Previous 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.
Previous report
Appointment of Certain Officers
Previous 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.
Previous report
Sale of North Carolina Building
Previous 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.
Previous report
Gross Loss
Previous report
Gross loss improved by $100,428, or 69%, to a loss of $45,229 for the three months ended September 30, 2025, from a loss of $145,657 for the three months ended September 30, 2024. Gross loss as a percentage of sales for the three months ended September 30, 2025 was -1.3% compared to -5.0% in the third quarter of 2024. This improvement in gross profit of 3.7 percentage points, is a result of our 18% increase in revenues and reflects our ongoing efforts to reduce our cost structure, such as bringing certain manufacturing operations in-house, and better utilization of our ERP system leveraged against higher volumes.
Previous report
During the three months ended September 30, 2025 and 2024, total operating expenses were $2,731,466 and $2,966,160, respectively, a decrease of 8%. Included in the third quarter 2025 operating expenses were $360,151 related to the impairment of property and equipment at the prior Forza operating facility.
Previous report
Selling, general, and administrative expenses decreased by approximately 15%, or $114,029, to $650,728 for the three months ended September 30, 2025, compared to $764,757 for the three months ended September 30, 2024. The decrease was primarily due to the cancelation of rents that were previously paid for the former Forza facility in North Carolina, lower public company filing fees related to the merger and closure of Forza, reductions in other compliance costs and general cost controls across other discretionary spending categories such as travel and hiring costs.
Previous report
Salaries and wage related expenses decreased 11%, or $128,574, to $1,016,894 for the three months ended September 30, 2025, compared to $1,145,568 for the three months ended September 30, 2024. The majority of the decrease is due to reductions in staffing levels at Forza and a reduction in stock-based compensation. Stock based compensation was $63,897 and $278,867 in the third quarter of 2025 and 2024, respectively.
Previous report
Research and development expenses were $0 in the third quarter of 2025 compared to $89,403 in the third quarter of 2024. This decrease was due to the wind down of electric boat development.
Previous report
Professional fees decreased by 49%, or $196,589, to $206,798 for the three months ended September 30, 2025, compared to $403,387 for the three months ended September 30, 2024. This decrease was due primarily to the reduction in legal and accounting costs as a result Forza X1 being merged into Twin Vee and no longer being a standalone public company.
Previous report
Depreciation and amortization expense decreased by 5%, or $20,633 to $419,825 for the three months ended September 30, 2025, as compared to $440,458 for the three months ended September 30, 2024. This decrease is due to reductions in the asset base related to dispositions and disposals of certain property and equipment, primarily related to the wind down of Forza in late 2024, partially offset by the addition of fixed assets, primarily molds, to increase our production levels and throughput.
Previous report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Previous report
Our net sales decreased by $707,596, or 6% to $11,796,886 for the nine months ended September 30, 2025 from $12,504,482 for the nine months ended September 30, 2024. This decrease was due primarily to the mix of boats sold and the unit pricing between periods. We sold 78 and 76 boats during the first nine months of 2025 and 2024, respectively. The average unit price per boat was approximately $151,000 in the first nine months of 2025 compared to $166,000 in the first nine months of 2024. This decrease in the average price per boat was due primarily due to the introduction of the 22’ BayCat in April 2025, which sold 15 units at an average price of below $100,000.
Previous report
Gross profits increased by $811,942, or 243%, to $1,145,938 for the nine months ended September 30, 2025, from $333,996 for the nine months ended September 30, 2024. Gross profit as a percentage of sales, for the nine months ended September 30, 2025 and 2024, was 9.7% and 2.7% respectively. This 7.0% increase in gross margin was achieved through continuous efficiency improvements offset by the impact of fixed cost deleveraging in the production facility as revenues declined 6% over the same period last year.
Previous report
Total Operating Expenses
Previous report
During the nine months ended September 30, 2025, operating expenses were $7,277,533 compared to $10,648,096 in the same period in 2024, a decrease of $3,370,563 or 32%. The first nine months of 2025 and 2024 included an impairment charge of $360,151 and $1,674,000, respectively, related to the Forza impairment of property & equipment.
Previous report
Selling, general, and administrative expenses decreased by approximately 16%, or $360,117, to $1,854,553 for the nine months ended September 30, 2025, compared to $2,214,670 for the nine months ended September 30, 2024. The largest drivers of the decrease were reductions in rent from the wind down of the Forza operations in the prior year, sales and marketing expenses, and D&O insurance, other compliance costs and reductions in discretionary spending categories such as travel and hiring costs.
Previous report
Salaries and wage related expenses decreased 17%, or $602,226, to $3,038,959 for the nine months ended September 30, 2025, compared to $3,641,185 for the nine months ended September 30, 2024. The majority of the decrease is due to reductions in stock-based compensation and staffing levels at Forza, as well as the staffing of AquaSport. Included in salaries and wage related expenses for the nine months ended September 30, 2025 and 2024 was stock-based compensation expense of $179,493 and $1,022,894, respectively.
Previous report
Research and development expenses were $0 and $583,878 for the nine months ended September 30, 2025 and 2024, respectively. This decrease was due to the wind down of the electric boat development in 2024.
Previous report
Professional fees decreased by 51% or $567,763, to $543,316 for the nine months ended September 30, 2025, compared to $1,111,079 for the nine months ended September 30, 2024. This decrease was due primarily to the reduction in legal and accounting costs as a result Forza X1 being merged into Twin Vee and no longer being a standalone public company.
Previous report
Depreciation and amortization expense decreased by 1%, or $13,649, to $1,287,048 for the nine months ended September 30, 2025, as compared to $1,300,697 for the nine months ended September 30, 2024. This decrease is due to reductions in the asset base related to dispositions and disposals of certain property and equipment, primarily related to the wind down of Forza in late 2024, partially offset by the addition of fixed assets, primarily molds, to increase our production levels and throughput.
Previous report
Net Loss
Previous report
Net loss for the nine months ended September 30, 2025 was $6,016,824, as compared to $9,864,298 for the nine months ended September 30, 2024, an improvement of $3,844,474 or 39%. The overall year-over-year improvement in the reported loss for the period was due to the improvement in gross margin resulting from improved cost management and efficiency in the factory and the reduction in costs related to electric boat development. Basic and dilutive loss per share of Common Stock for the nine months ended September 30, 2025 was ($3.21), as compared to ($7.50) for the nine months ended September 30, 2024, an improvement of 57%.
Previous report
Liquidity and Capital Resources
Previous report
We have classified $3,956,623 of building and land in Marion, North Carolina as an asset held for sale under ASC 360 and included it as a separate line item on the condensed consolidated balance sheet as of September 30, 2025. In 2024, we completed the merger of Forza X1, Inc. and ceased the expenditures related to the development of electric boats. 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.
Previous report
Sources of Funds
Showing the first 40 of 48 passages. Open the source sections for the rest.
Reworded paragraphs (24)
Previous wording
All share amounts and exercise or conversion prices in this Quarterly Report on Form 10-Q have been adjusted retrospectively for our 1-for-10 reverse stock split (the “Reverse Stock Split”), which was effective on April 7, 2025.
Current wording
All share amounts and exercise or conversion prices in this Quarterly Report on Form 10-Q have been adjusted retrospectively for our 1-for-10 reverse stock split (the “2025 Reverse Stock Split”), which was effective on April 7, 2025 and our 1-for-37 reverse stock split (the “2026 Reverse Stock Split” and together with the 2025 Reverse Stock Split, the “Reverse Stock Split”), which was effective on May 4, 2026.
Previous 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. Our home base operations in Fort Pierce, Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet, including a recently completed 30,000 square foot expansion which began in mid-2024. We currently employ approximately 70 people.
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. Our home base operations in Fort Pierce, Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet, including a recently completed 30,000 square foot expansion which began in mid-2024. We currently employ approximately 75 people.
Previous wording
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 wording
Revenue from the sale of our boats accounted for nearly 100% of our net revenue in the first quarter of 2026 and 2025. 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.
Previous wording
During the quarter ended September 30, 2025, four individual dealers each represented over 10% of our total sales and together represented 83% of total sales. During the quarter ended September 30, 2024, four individual dealers each represented over 10% of our total sales and together represented 67% of total sales.
Current wording
During the quarter ended March 31, 2026, four individual dealers each represented over 10% of our total sales and together represented 80% of total sales. During the quarter ended March 31, 2025, two individual dealers each represented over 10% of our total sales and together represented 54% of total sales.
Previous wording
Our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 were prepared under the assumption that we will continue as a going concern; however, we have incurred significant losses from operations to date and we expect our expenses to increase in connection with our ongoing activities. These factors raise substantial doubt about our ability to continue as a going concern for one year after the financial statements included in this Quarterly Report are issued. See “Liquidity and Capital Resources” below.
Current wording
Our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 were prepared under the assumption that we will continue as a going concern; however, we have incurred significant losses from operations to date and we expect our expenses to increase in connection with our ongoing activities. These factors raise substantial doubt about our ability to continue as a going concern for one year after the condensed consolidated financial statements included in this Quarterly Report are issued.
Previous wording
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,
Current wording
On March 16, 2026, we entered into a placement agency agreement with ThinkEquity LLC, as sole placement agent, pursuant to which we agreed to issue and sell directly to various investors in a best efforts public offering (the “March 2026 Offering”) an aggregate of 120,892 shares of our common stock at a public offering price of $14.06 per share. The shares were sold pursuant to a registration statement on Form S-3 (File No. 333-293911) filed with the SEC which became effective on March 5, 2026, and a prospectus, dated March 16, 2026. The March 2026 Offering closed on March 17, 2026. The net proceeds to us from the March 2026 Offering, after deducting the placement agent fees and expenses and our estimated offering expenses, were approximately $1,313,861.
Previous wording
Our net sales increased by $527,659, or 18%, to $3,428,977 for the three months ended September 30, 2025, from $2,901,318 for the three months ended September 30, 2024. This increase was due primarily to the success of our new dealer initiatives, which added 14 new dealer/locations during the first nine months of 2025. During the third quarter of 2025, we sold 23 boats at an average selling price of approximately $149,000 per unit, compared to 20 units in the third quarter of 2024 with an average selling price of approximately $145,000.
Current wording
Our net sales increased by $352,415, or 10%, to $3,964,706 for the three months ended March 31, 2026, from $3,612,291 for the three months ended March 31, 2025. This increase was due primarily to the success of our new dealer initiatives, which added 14 new dealer/locations during 2025. During the first quarter of 2026, we sold 21 boats at an average selling price of approximately $189,000 per unit, compared to 24 units in the first quarter of 2025 with an average selling price of approximately $151,000. The increase in the average sales price is primarily due to a change in the product mix of boats sold, specifically, the sale of a 35’ Bahama, versus no boat sales over 28’ in the first quarter of 2025.
Previous wording
Other income decreased by $80,728 to $21,182 for the three months ended September 30, 2025, as compared to $101,910 for the three months ended September 30, 2024. This decrease was due primarily to a reduction in dividend and interest income from lower cash and cash equivalent balances.
Current wording
Other income decreased by $27,198 to $41,656 for the three months ended March 31, 2026, as compared to $68,854 for the three months ended March 31, 2025. This decrease was due primarily to a reduction in dividend and interest income from lower cash and cash equivalent balances, partially offset by accrued interest income related to the Company’s note receivable on the former building in North Carolina.
Previous wording
Net loss for the three months ended September 30, 2025 was $2,755,513, as compared to $3,009,907 for the three months ended September 30, 2024, an improvement of $254,394 or 8%. The overall year-over-year improvement in the reported loss for the period was due to the improvement in gross margin resulting from improved cost management and efficiency in the factory and the reduction in costs related to electric boat development. Basic and dilutive loss per share of Common Stock for the three months ended September 30, 2025 was ($1.23), as compared to ($2.64) for the three months ended September 30, 2024, an improvement of 53%.
Current wording
Net loss for the three months ended March 31, 2026 was $2,094,278, as compared to $1,610,240 for the three months ended March 31, 2025, a change of $484,038 or 30%. The overall year-over-year increase in the reported loss for the period was primarily due to the reduction in gross margin and an increase in SG&A as described above. Basic and dilutive loss per share of Common Stock for the three months ended March 31, 2026, adjusted for the May 4, 2026 1 for 37 reverse stock split, was ($12.93), as compared to ($40.05) for the three months ended March 31, 2025, an improvement of 68%.
Previous wording
For the year ended December 31, 2024, we incurred a loss from operations of $14,551,769 and a net loss of $14,009,906. For the nine months ended September 30, 2025, we incurred a loss from operations of $6,131,595 and a net loss of $6,019,824. As of September 30, 2025 and December 31, 2024 we had accumulated deficits of $31,412,779 and $25,392,955, respectively. To address these conditions:
Current wording
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. For the three months ended March 31, 2026, we incurred a loss from operations of $2,135,934 and a net loss of $2,094,278. As of March 31, 2026, we had accumulated deficits of $36,094,506. To address these conditions:
Previous wording
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 Quarterly 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.
Current wording
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 condensed consolidated financial statements included in this Quarterly 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 may 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.
Previous wording
A primary source of funds for the year ended December 31, 2024 and through September 30, 2025 was net cash received from our 2025 follow-on offering, our 2023 follow-on offering, as well as Forza’s initial public offering and follow-on offering and revenue generated from operations. Our primary use of cash was related to funding the expansion of our operations through capital improvements, as well as molds for the expansion of our monohull line and Twin Vee models.
Current wording
A primary source of funds for the three months ended March 31, 2026 was net cash received from our three follow-on equity offerings closed during the first quarter of 2026, and revenue generated from operations. Our primary use of cash was related to funding our operations including capital improvements, and development of the Bahama Boat lineup.
Previous wording
As of September 30, 2025, we had $2,919,688 of cash, cash equivalents, and restricted cash, total current assets of $10,053,775 and total assets of $18,894,710. Our total liabilities were $2,963,090. Our total liabilities were comprised of current liabilities of $2,436,828, which included accounts payable and accrued liabilities of $2,009,115, lease liabilities of $129,826 and contract liability of $297,887. Long term liabilities were $526,262. As of December 31, 2024, we had $7,706,240 of cash, cash equivalents, and restricted cash, 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 were $6,671,055 which included long-term finance leases liabilities of $2,423,165.
Current wording
As of March 31, 2026, we had $5,671,756 of cash, cash equivalents, and restricted cash, total current assets of $9,597,334 and total assets of $23,217,086. Our total liabilities were $5,968,603. Our total liabilities were comprised of current liabilities of $3,232,034, which included accounts payable and accrued liabilities of $2,563,931, lease liabilities of $457,303 and contract liability of $210,800. Long term liabilities were $2,736,569. As of December 31, 2025, we had $1,646,695 of cash, cash equivalents, and restricted cash, total current assets of $4,897,217 and total assets of $16,234,369. Our total current liabilities were $2,244,513 and total liabilities were $2,766,558.
Previous wording
The accumulated deficit was $31,412,779 as of September 30, 2025 compared to accumulated deficit of $25,392,955 as of December 31, 2024.
Current wording
The accumulated deficit was $36,094,506 as of March 31, 2026 compared to accumulated deficit of $34,000,228 as of December 31, 2025.
Previous wording
For the nine months ended September 30, 2025, net cash used in operating activities was $5,129,964, compared to $4,638,887 during the nine months ended September 30, 2024. The use of cash in operating activities for the nine months ended September 30, 2025 was due primarily to a $6,131,595 operating loss adjusted for non-cash depreciation and amortization of $1,287,048 and stock-based compensation of $179,493.
Current wording
For the three months ended March 31, 2026 net cash used in operating activities was $1,661,001, compared to $1,736,279 during the three months ended March 31, 2025. The use of cash in operating activities for the three months ended March 31, 2026 was due primarily to a $2,135,934 operating loss adjusted for non-cash depreciation and amortization of $467,161 and stock-based compensation of $74,925.
Previous wording
During the nine months ended September 30, 2025, cash used in investing activities was $1,950,362, due to investments in property, plant and equipment, including investments in Wizz Banger and Bahama Boat Works. This compares to use of cash in investing activities of $567,889 in the nine months ended September 30, 2024 resulting from purchase of property and equipment.
Current wording
During the three months ended March 31, 2026, cash used in investing activities was $108,661, due to investments in property, plant and equipment, primarily related to contingent consideration capitalized as Bahama Boat Works boat hulls. This compares to use of cash in investing activities of $789,774 in the three months ended March 31, 2025 resulting from purchase of property and equipment.
Previous wording
For the nine months ended September 30, 2025, net cash provided by financing activities was approximately $2,293,774 due primarily to the May 2025 Offering of 750,000 common shares for net proceeds of $2,555,101. For the nine months ended September 30, 2024, net cash used in financing activities was approximately $190,565, respectively from finance lease obligations.
Current wording
For the three months ended March 31, 2026, net cash provided by financing activities was approximately $5,794,723 due primarily to the three first quarter 2026 equity offerings totaling 17,347,900 shares, netting approximately $5,800,025 after fees and expenses. For the three months ended March 31, 2025, net cash used in financing activities was approximately $54,806.
Previous wording
Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our condensed 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.
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 notes to our condensed consolidated financial statements contained herein contain a summary of our significant accounting policies. We consider the following accounting policies critical to the understanding of the results of our operations:
Current wording
The notes to our consolidated financial statements contained herein contain a summary of our significant accounting policies. We consider the following accounting policies critical to the understanding of the results of our operations:
Previous wording
Payment received for the future sale of a boat to a customer is recognized as a customer deposit. Customer deposits are recognized as revenue when control over promised goods is transferred to the customer.
Current wording
Payment received for the future sale of a boat to a customer is recognized as a customer deposit, which is included in contract liabilities on the consolidated balance sheets. Customer deposits are recognized as revenue when control over promised goods is transferred to the customer.
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 condensed consolidated 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.
Current wording
The preparation of condensed consolidated 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 and net realizable value using the 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 are made when necessary 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.
Previous wording
As required by FASB ASC Topic 460, Guarantees, we are including the following disclosure applicable to our product warranties.
Current wording
As required by FASB ASC Topic 460,Guarantees, the Company is including the following disclosure applicable to its product warranties.
Previous wording
We accrue for warranty costs based on the expected material and labor costs to provide warranty replacement products. The methodology used in determining the liability for warranty cost is based upon historical information and experience. Our warranty reserve is calculated as the gross sales multiplied by the historical warranty expense return rate.
Current wording
The Company accrues for warranty costs based on the expected material and labor costs to provide warranty replacement products. The methodology used in determining the liability for warranty cost is based upon historical information and experience. The Company’s warranty reserve is calculated as the gross sales multiplied by the historical warranty expense return rate.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The following table provides certain selected financial information for the periods presented:
Previous report — wording carried elsewhere
Net Sales and Cost of Sales
Previous report — wording carried elsewhere
Other income decreased by $338,031 to $111,771 for the nine months ended September 30, 2025, as compared to $449,802 for the nine months ended September 30, 2024. This decrease was due primarily to a reduction in dividend and interest income from lower cash and cash equivalent balances.