Twin Vee PowerCats, Co.

Defective State of Nevada Reincorporation

On October 23, 2025, the Company issued a Notice of Annual Meeting of the Stockholders and filed proxy materials with the SEC related to the Company’s annual meeting of stockholders to be held on December 4, 2025. At such annual meeting of stockholders, among other things, Company stockholders were presented with a proposal (the “Nevada Reincorporation Proposal”) to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by means of a conversion under Section 266 of the DGCL and Section 92A.120 of the Nevada Revised Statutes (the “NRS”). At the December 4, 2025 annual meeting of stockholders, 437,309 shares of Common Stock (representing approximately 19.5% of the then issued and outstanding 2,237,299 shares of Common Stock) voted FOR the Nevada Reincorporation Proposal, 88,498 shares of Common Stock voted AGAINST, 2,496 shares abstained and there were 661,214 broker non-votes for the Nevada Reincorporation Proposal. Section 266(b) of the DGCL states in relevant part that “[i]f a majority of the outstanding shares of stock of the corporation, entitled to vote thereon shall be voted for the adoption of the resolution, the conversion shall be authorized”. Because less than a majority of the outstanding shares of stock voted in favor of the Nevada Reincorporation Proposal, such proposal in fact was not properly adopted and approved by the Company’s stockholders and the Company never legally converted to a Nevada corporation under the DGCL. Because the Nevada Revised States require in relevant part that any conversion into a Nevada corporation must be approved in accordance with the laws of the company’s present jurisdiction, the conversion of the Company into a Nevada corporation was similarly ineffective under the NRS.

On April 10, 2026, the Company purported to effect its reincorporation from the State of Delaware to the State of Nevada through the filing of Articles of Conversion/Exchange/Merger and Articles of Incorporation in the State of Nevada, together with a Certificate of Conversion which was filed with the Secretary of State of the State of Delaware. On August 4, 2026, after discovering that the reincorporation was not approved by a sufficient number of shares of Common Stock in Delaware, the Company submitted for filing (a) a Certificate of Correction and a Certificate of Dissolution/Withdrawal Profit Corporation in the State of Nevada and (b) a Certificate of Correction in the State of Delaware, in each case, to revoke the previously-filed defective Articles of Conversion/Exchange/Merger and Articles of Incorporation and to render null and void the Certificate of Conversion, respectively. Separately, as described in this Proxy Statement, the Company is seeking stockholder approval to ratify the Reverse Stock Split as set forth in the Nevada articles of incorporation amendment filed with the State of Nevada on April 30, 2026, with an effective date of May 4, 2026, which purported to implement the Reverse Stock Split. In light of the defective corporate acts referred to above, the Company did not effectively reincorporate to Nevada. By virtue of the Certificate of Correction filed with the Secretary of State of the State of Delaware, the Company corrected its status as a Delaware corporation.

Defective Reverse Stock Split

On April 10, 2026, the Board of Directors approved the Reverse Stock Split by unanimous written consent. The Reverse Stock Split was effectuated pursuant to NRS 78.207 through Board approval alone by a proportionate decrease in both the authorized and issued and outstanding shares of the entire class. After the purported effective time of the Reverse Stock Split, the Company’s 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 of the Reverse Stock Split, every 37 shares of common stock issued and outstanding automatically converted into one issued and outstanding share of common stock and the aggregate number of shares of Common Stock issued and outstanding was reduced by a corresponding proportion from approximately 19.6 million shares to approximately 0.5 million shares. In addition, as a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards and warrants. The total number of shares of the Company’s preferred stock authorized for issuance under the Articles of Incorporation remained at 10,000,000. As permitted under NRS 78.205(2)(b), in connection with the Reverse Stock Split, the Company rounded up each fractional share that otherwise would have been issued as a result of the Reverse Stock Split by issuing, to any holder who would otherwise have received a fractional share, such additional fraction of a share as necessary to increase such resulting fractional share to a full share. However, notwithstanding such actions, the Reverse Stock Split was a defective corporate act because the Company was not a Nevada corporation at the time of approval of the Reverse Stock Split.

On April 30, 2026, the Company filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to amend the Nevada Articles of Incorporation then on file with the Nevada Secretary of State to effect a 1-for-37 reverse stock split of the Company’s authorized shares of common stock, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock, effective as of 12:01 a.m. Eastern Time on May 4, 2026, purportedly pursuant to NRS 78.207. Because the Nevada reincorporation was not validly approved by the requisite vote of Company stockholders, as described more fully elsewhere in this Proxy Statement, the Company never legally became a Nevada corporation. As described in this Proxy Statement, following the correction of the Company’s state of incorporation to Delaware, the Company is seeking stockholder approval of the ratification of the Reverse Stock Split to effect such Reverse Stock Split under Delaware law, and the Reverse Stock Split is expected to be deemed to have been effective as of 12:01 a.m. Eastern Time on May 4, 2026 under applicable Delaware law. The ratification of the defective corporate act is being pursued pursuant to Section 204 of the DGCL and will not be effective unless and until the Company’s stockholders approve such ratification.

USFM Merger Agreement

On July 12, 2026, the Company, USFM Corporation, a Colorado corporation (“USFM”), and USFM Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of USFM (“Merger Sub”), entered into an Agreement and Plan of Merger (the “USFM Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “USFM Merger”), with the Company continuing as the surviving corporation in the USFM Merger as a wholly owned subsidiary of USFM. Please see the Company’s Current Report on Form 8-K, which was filed with the SEC on July 13, 2026 for more information regarding the USFM Merger.

Bylaw Amendment

On August 4, 2026, pursuant to Article V.E. of the Company’s certificate of incorporation, our Board of Directors approved an amendment to the Company’s bylaws to reduce the quorum required for stockholder meetings from a majority of the stock issued and outstanding to 1/3 of the stock issued and outstanding, in accordance with the DGCL. Such amendment to our bylaws will be filed on a Current Report on Form 8-K.