Twin Vee PowerCats, Co.

Previous 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 six months ended June 30, 2026, we incurred a loss from operations of $5,157,471 and a net loss of $4,992,290. As of June 30, 2026, we had accumulated deficits of $38,992,518. 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 nine months ended September 30, 2026, we incurred a loss from operations of $8,266,347 and a net loss of $8,005,342. As of September 30, 2026, we had accumulated deficits of $42,005,570. To address these conditions:

Previous wording

In light of the Company’s defective reincorporation from the State of Delaware to the State of Nevada, we are seeking stockholder approval to ratify the 1-for-37 reverse stock split purportedly effectuated under Nevada law. The defective reincorporation and the associated ratification (and any failure of the stockholders to approve such ratification) exposes the Company to risk of litigation and regulatory actions, any of which may have a material adverse impact on the Company’s business, financial condition and results of operation, and may impact the Company’s ability to consummate the USFM Merger.

Current wording

In light of the Company’s defective reincorporation from the State of Delaware to the State of Nevada, we sought and received stockholder approval to ratify the 1-for-37 reverse stock split purportedly effectuated under Nevada law. The defective reincorporation and the associated ratification (and any failure of the stockholders to approve such ratification) exposes the Company to risk of litigation and regulatory actions, any of which may have a material adverse impact on the Company’s business, financial condition and results of operation, and may impact the Company’s ability to consummate the USFM Merger.

Previous wording

In the event our stockholders approve the ratification referred to above, the Company will file a Certificate of Validation with the DE Secretary of State (the “DE Certificate of Validation”) promptly following receipt of such stockholder approval, which will include an amendment to the Company’s Delaware certificate of incorporation reflecting the Reverse Stock Split, effective as of 12:01 am ET on May 4, 2026. The ratification of the Reverse Stock Split would remove uncertainty regarding the validity of the Reverse Stock Split and confirm the effectiveness of the Reverse Stock Split in the State of Delaware, effective as of 12:01 am ET on May 4, 2026.

Current wording

Following our stockholders approval of the ratification referred to above at the special meeting of stockholders held on September 8, 2026, the Company filed a Certificate of Validation with the DE Secretary of State (the “DE Certificate of Validation”) promptly following receipt of such stockholder approval, which will include an amendment to the Company’s Delaware certificate of incorporation reflecting the Reverse Stock Split, effective as of 12:01 am ET on May 4, 2026. The ratification of the Reverse Stock Split would remove uncertainty regarding the validity of the Reverse Stock Split and confirm the effectiveness of the Reverse Stock Split in the State of Delaware, effective as of 12:01 am ET on May 4, 2026.

Previous wording

Furthermore, in accordance with Section 204, on August 4, 2026, our Board of Directors ratified the Reverse Stock Split and approved (a) the submission to the stockholders of the Company a proposal for ratification and approval of Reverse Stock Split; and (b) in the event the Company receives such stockholder ratification and approval, the filing with the DE Secretary of State of the DE Certificate of Validation. On August 5, 2026, the Company filed with the SEC a preliminary proxy statement related to the special meeting of stockholders that will be called for purposes of, among other things, stockholder approval of the ratification of the Reverse Stock Split. Please review the preliminary proxy statement and the other documents that the Company will file with the SEC (including a definitive proxy statement) for more information regarding the defective reincorporation and Reverse Stock Split.

Current wording

Furthermore, in accordance with Section 204, on August 4, 2026, our Board of Directors ratified the Reverse Stock Split and approved (a) the submission to the stockholders of the Company a proposal for ratification and approval of the Reverse Stock Split; and (b) the filing with the DE Secretary of State of the DE Certificate of Validation following stockholder approval (which was received on September 8, 2026). On August 17, 2026, the Company filed with the SEC a definitive proxy statement related to the special meeting of stockholders that was called for purposes of, among other things, stockholder approval of the ratification of the Reverse Stock Split. Such special meeting was held on September 8, 2026, at which time, the Company’s stockholders approved the ratification and approval of the Reverse Stock Split referred to above. Please review the definitive proxy statement and the other documents that the Company has filed with the SEC for more information regarding the defective reincorporation and Reverse Stock Split.

Previous wording

Although we believe we have fully complied with the procedures and requirements of Section 204 as of the date of this Quarterly Report on Form 10-Q, there can be no assurance that (a) our stockholders will approve the ratification of the Reverse Stock Split, (b) there will be no claims that the Reverse Stock Split, the NV Charter Amendment, the NV Articles, the NV Conversion Filing, the DE Conversion Filing, the Certificates of Correction, the purported reincorporation of the Company in Nevada, and/or all subsequent or related defective or noncompliant corporate acts (including the Reverse Stock Split) are void or voidable due to the failures to comply with applicable law, (c) the Delaware Court of Chancery will not declare in its discretion that the ratification pursuant to Section 204 is not effective or is effective only on certain conditions, or (d) the Company and its officers and directors will not face other claims or liabilities related to any of the foregoing matters or, if asserted, such claims will not be successful. Under Section 204, claims opposing the ratification of a defective corporate act must be brought within 120 days after the filing of the applicable Certificate of Validation. If the ratification pursuant to Section 204 is ultimately not effective, then the Reverse Stock Split would be invalid and the Company and its officers and directors could have liability to holders of the common stock, the Nasdaq Stock Market, other regulators, and other third parties related to the Reverse Stock Split, the invalid Nevada reincorporation, and/or any of the aforementioned matters. The outcome of any such claims or regulatory actions is impossibly to predict, however, any such claims or actions would likely have a material and adverse impact on the Company and its business, financial condition, and results of operation and any such claims or actions would significantly divert attention of the Company’s management.

Current wording

Although we believe we have fully complied with the procedures and requirements of Section 204 as of the date of this Quarterly Report on Form 10-Q, there can be no assurance that (a) there will be no claims that the Reverse Stock Split, the NV Charter Amendment, the NV Articles, the NV Conversion Filing, the DE Conversion Filing, the Certificates of Correction, the purported reincorporation of the Company in Nevada, and/or all subsequent or related defective or noncompliant corporate acts (including the Reverse Stock Split) are void or voidable due to the failures to comply with applicable law, (b) the Delaware Court of Chancery will not declare in its discretion that the ratification pursuant to Section 204 is not effective or is effective only on certain conditions, or (c) the Company and its officers and directors will not face other claims or liabilities related to any of the foregoing matters or, if asserted, such claims will not be successful. Under Section 204, claims opposing the ratification of a defective corporate act must be brought within 120 days after the filing of the applicable Certificate of Validation. If the ratification pursuant to Section 204 is ultimately not effective, then the Reverse Stock Split would be invalid and the Company and its officers and directors could have liability to holders of our common stock, the Nasdaq Stock Market, other regulators, and other third parties related to the Reverse Stock Split, the invalid Nevada reincorporation, and/or any of the aforementioned matters. The outcome of any such claims or regulatory actions is impossible to predict, however, any such claims or actions would likely have a material and adverse impact on the Company and its business, financial condition, and results of operation and any such claims or actions would significantly divert attention of the Company’s management.

Previous wording

In addition, if the ratification referred to above is not approved by the requisite vote of our stockholders, the ratification of the Reverse Stock Split will not become effective in accordance with Section 204, which provides for a non-exclusive method to ratify an act or transaction. The DGCL specifically states that compliance with Section 204 is not the exclusive means of ratifying any transaction or act. The failure to approve the ratification may leave us exposed to potential claims that (i) the Reverse Stock Split did not receive requisite stockholder approval, (ii) the Reverse Stock Split therefore was not validly adopted, (iii) as a result, the Company’s outstanding stock should revert to the pre-split share numbers, (iv) issuances of common stock or warrants, options, or other equity grants subsequent to the Reverse Stock Split may not be valid, and (v) we would not be able to validate our total outstanding shares of common stock in connection with any strategic transaction that our Board of Directors may determine is advisable, including, without limitation, the sale of the Company pursuant to the USFM Merger Agreement, any other business combination, merger or reverse merger, or a license or other disposition of corporate assets of the Company, or in connection with potential future transactions, including, without limitation, capital-raising transactions, exchanges of outstanding warrants, options, or other derivative securities, and other strategic transactions. Any inability to issue Common Stock in the future and any invalidity of past issuances of Common Stock could expose us to significant claims and have a material adverse effect on our operations and liquidity, which could result in material business interruptions and our filing for bankruptcy or an involuntary petition for bankruptcy being filed against us. Among other things, the Company avoided having its shares delisted from Nasdaq, in part, based on assertions the Company made to Nasdaq that it had legally consummated a reverse stock split. Furthermore, in the event the USFM Merger Agreement is not amended, we may face claims from USFM that the Company has breached its representations and other obligations under the USFM Merger Agreement. Any such claims could have a material adverse effect on our financial condition and results of operations.

Current wording

In addition, if the ratification referred to above is challenged or invalidated by the Delaware Court of Chancery, the ratification of the Reverse Stock Split will not become effective in accordance with Section 204, which provides for a non-exclusive method to ratify an act or transaction. The DGCL specifically states that compliance with Section 204 is not the exclusive means of ratifying any transaction or act. Any successful challenge to the ratification may leave us exposed to potential claims that (i) the Reverse Stock Split did not receive requisite stockholder approval, (ii) the Reverse Stock Split therefore was not validly adopted, (iii) as a result, the Company’s outstanding stock should revert to the pre-split share numbers, (iv) issuances of common stock or warrants, options, or other equity grants subsequent to the Reverse Stock Split may not be valid, and (v) we would not be able to validate our total outstanding shares of common stock in connection with any strategic transaction that our Board of Directors may determine is advisable, including, without limitation, the sale of the Company pursuant to the USFM Merger Agreement, any other business combination, merger or reverse merger, or a license or other disposition of corporate assets of the Company, or in connection with potential future transactions, including, without limitation, capital-raising transactions, exchanges of outstanding warrants, options, or other derivative securities, and other strategic transactions. Any inability to issue common stock in the future and any invalidity of past issuances of common stock could expose us to significant claims and have a material adverse effect on our operations and liquidity, which could result in material business interruptions and our filing for bankruptcy or an involuntary petition for bankruptcy being filed against us. Among other things, the Company avoided having its shares delisted from Nasdaq, in part, based on assertions the Company made to Nasdaq that it had legally consummated a reverse stock split. Furthermore, we face claims from USFM that the Company has breached its representations and other obligations under the USFM Merger Agreement. Any such claims could have a material adverse effect on our financial condition and results of operations.

Previous wording

On July 12, 2026, the Company and USFM Corporation entered into the USFM Merger Agreement, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the USFM Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as a wholly owned subsidiary of USFM Corporation and the surviving corporation of the USFM Merger. Consummation of the USFM Merger is subject to certain closing conditions, a number of which are not within the Company’s control. Any failure to satisfy these required conditions to closing may prevent, delay or otherwise materially adversely affect the completion of the USFM Merger. The Company cannot predict with certainty whether or when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that it will be able to successfully consummate the USFM Merger as currently contemplated under the USFM Merger Agreement or at all.

Current wording

On October 7, 2026, the Company, USFM, Twin Vee Holdco Inc., a Texas corporation and a wholly owned subsidiary of the Company (“Pubco”), Twin Vee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub I”), and USFM Merger Sub Inc., a Colorado corporation and wholly-owned subsidiary of Pubco (“Merger Sub II”), entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the A&R Merger Agreement, (a) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company continuing as the surviving corporation in the First Merger (the “Surviving Company”) as a wholly owned subsidiary of Pubco and (b) Merger Sub II will merge with and into USFM (the “Second Merger” and, together with the First Merger, the “Mergers”), with USFM continuing as the surviving corporation in the Second Merger (the “Surviving Corporation”) as a wholly owned subsidiary of Pubco. The A&R Merger Agreement amends and restates that certain Agreement and Plan of Merger, dated as of July 12, 2026, by and among the Company, USFM, and USFM Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of USFM. Consummation of the Mergers is subject to certain closing conditions, a number of which are not within the Company’s control. Any failure to satisfy these required conditions to closing may prevent, delay or otherwise materially adversely affect the completion of the Mergers. The Company cannot predict with certainty whether or when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that it will be able to successfully consummate the Mergers as currently contemplated under the A&R Merger Agreement or at all.

Previous wording

The Company’s efforts to complete the USFM Merger could cause substantial disruptions in, and create uncertainty surrounding, its business, which may materially adversely affect its results of operation and its business. This uncertainty has been compounded due to the Section 204 defective corporate act ratification and defective Nevada reincorporation matter described more fully elsewhere in this Quarterly Report. Uncertainty as to whether the USFM Merger will be completed in a timely manner or at all may affect the Company’s ability to retain and motivate existing employees. Uncertainty as to whether the USFM Merger will be completed in a timely manner or at all could adversely affect the Company’s business and its relationship with dealers, financing sources, suppliers, vendors, regulators, and other business partners. The adverse effects of the pendency of the USFM Merger could be exacerbated by any delays in completion of the USFM Merger or termination of the USFM Merger Agreement.

Current wording

The Company’s efforts to complete the Mergers could cause substantial disruptions in, and create uncertainty surrounding, its business, which may materially adversely affect its results of operation and its business. This uncertainty has been compounded due to the Section 204 defective corporate act ratification and defective Nevada reincorporation matter described more fully elsewhere in this Quarterly Report. Uncertainty as to whether the Mergers will be completed in a timely manner or at all may affect the Company’s ability to retain and motivate existing employees. Uncertainty as to whether the Mergers will be completed in a timely manner or at all could adversely affect the Company’s business and its relationship with dealers, financing sources, suppliers, vendors, regulators, and other business partners. The adverse effects of the pendency of the Mergers could be exacerbated by any delays in completion of the Mergers or termination of the A&R Merger Agreement.

Previous wording

If the conditions to the USFM Merger are not satisfied or waived, the USFM Merger may not occur.

Current wording

If the conditions to the Mergers are not satisfied or waived, the Mergers may not occur.

Previous wording

Even if the USFM Merger is approved by the stockholders of the Company and USFM Corporation, specified conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the USFM Merger. These conditions are set forth in the USFM Merger Agreement and described further in note 15 “Subsequent Events” to the condensed consolidated financial statements set forth elsewhere in this Quarterly Report on Form 10-Q and in other documents the Company and USFM Corporation has filed and will file with the SEC (including a registration statement on Form S-4 to be filed by USFM Corporation). The Company cannot assure you that all of the conditions to the consummation of the USFM Merger will be satisfied or waived. If the conditions are not satisfied or waived, the USFM Merger may not occur or the closing may be delayed. Furthermore, unless such breaches of the USFM Merger Agreement are waived by USFM Corporation, USFM Corporation may have claims against the Company for breach of its representations and other obligations set forth in the USFM Merger Agreement resulting from the defective corporate acts referred to above.

Current wording

Even if the Mergers are approved by the stockholders of the Company and USFM, specified conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the Mergers. These conditions are set forth in the A&R Merger Agreement and described further in note 15 “Subsequent Events” to the condensed consolidated financial statements set forth elsewhere in this Quarterly Report on Form 10-Q, in a Current Report on Form 8-K that we filed on October 8, 2026, and in other documents the Company, Pubco and USFM has filed and will file with the SEC (including a registration statement on Form S-4 to be filed by Pubco). The Company cannot assure you that all of the conditions to the consummation of the Mergers will be satisfied or waived. If the conditions are not satisfied or waived, the Mergers may not occur or the closing may be delayed. Furthermore, unless such breaches of the A&R Merger Agreement are waived by USFM, USFM may have claims against the Company for breach of its representations and other obligations set forth in the A&R Merger Agreement resulting from the defective corporate acts referred to above.

Previous wording

The Company and USFM Corporation may mutually agree to waive the condition to the USFM Merger requiring approval for listing of USFM Corporation’s common stock on NYSE American or another national securities exchange, and if such condition is waived, USFM Corporation’s stock may not be listed on NYSE American or another national securities exchange following completion of the USFM Merger.

Current wording

The Company and USFM Corporation may mutually agree to waive the condition to the Mergers requiring approval for listing of Pubco’s common stock on NYSE American or another national securities exchange, and if such condition is waived, Pubco’s stock may not be listed on NYSE American or another national securities exchange following completion of the Mergers.

Previous wording

Pursuant to the USFM Merger Agreement, each of the Company’s and USFM Corporation’s obligation to complete the USFM Merger is subject to the satisfaction or waiver by each of the parties of various conditions, including that the shares of USFM Corporation common stock to be issued to the Company’s stockholders in the USFM Merger have been approved for listing on NYSE American or certain other national securities exchanges as of the closing of the USFM Merger. In the event that the shares of USFM Corporation’s common stock to be issued in the USFM Merger are not approved for listing on NYSE American or such other national securities exchange, it is possible that the Company and USFM Corporation may mutually agree to waive the applicable condition and nonetheless proceed with completing the USFM Merger. If such condition is waived, neither the Company nor USFM Corporation will recirculate an updated proxy statement/prospectus, nor will it solicit a new vote of the Company’s stockholders prior to proceeding with the USFM Merger. If the Company proceeds with the USFM Merger in these circumstances, the USFM Corporation stock issued to the Company’s stockholders may not be listed on NYSE American, Nasdaq, or any other national securities exchange.

Current wording

Pursuant to the A&R Merger Agreement, each of the Company’s and USFM’s obligation to complete the Mergers is subject to the satisfaction or waiver by each of the parties of various conditions, including that the shares of Pubco common stock to be issued to the Company’s stockholders in the First Merger have been approved for listing on NYSE American or certain other national securities exchanges as of the closing of the First Merger. In the event that the shares of Pubco’s common stock to be issued in the First Merger are not approved for listing on NYSE American or such other national securities exchange, it is possible that the Company and USFM may mutually agree to waive the applicable condition and nonetheless proceed with completing the First Merger. If such condition is waived, neither the Company nor USFM will recirculate an updated proxy statement/prospectus, nor will it solicit a new vote of the Company’s stockholders prior to proceeding with the First Merger. If the Company proceeds with the First Merger in these circumstances, the Pubco stock issued to the Company’s stockholders may not be listed on NYSE American, Nasdaq, or any other national securities exchange.

Previous wording

If the USFM Corporation stock is not listed on NYSE American or another national securities exchange following completion of the USFM Merger, trading of the shares of USFM Corporation capital stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it is likely that there would be significantly less liquidity in the trading of the USFM Corporation common stock; decreases in institutional and other investor demand for such shares, coverage by securities analysts, market making activity and information available concerning trading prices and volume; and fewer broker dealers willing to execute trades in the USFM Corporation common stock. Also, it may be difficult for USFM Corporation to raise additional capital if the USFM Corporation common stock is not listed on a major exchange. The occurrence of any of these events could result in a further decline in the market price of the USFM Corporation common stock and could have a material adverse effect on USFM Corporation and the trading price of the shares of USFM Corporation issued to the Company’s stockholders upon consummation of the USFM Merger.

Current wording

If the Pubco stock is not listed on NYSE American or another national securities exchange following completion of the USFM Merger, trading of the shares of Pubco capital stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it is likely that there would be significantly less liquidity in the trading of the Pubco common stock; decreases in institutional and other investor demand for such shares, coverage by securities analysts, market making activity and information available concerning trading prices and volume; and fewer broker dealers willing to execute trades in the Pubco common stock. Also, it may be difficult for Pubco to raise additional capital if the Pubco common stock is not listed on a major securities exchange. The occurrence of any of these events could result in a further decline in the market price of the Pubco common stock and could have a material adverse effect on Pubco and the trading price of the shares of Pubco issued to the Company’s stockholders upon consummation of the First Merger.

Previous wording

The exchange ratio for the USFM Merger will not change or otherwise be adjusted based on the market price of the Company’s common stock.

Current wording

The exchange ratio for the First Merger will not change or otherwise be adjusted based on the market price of the Company’s common stock.

Previous wording

The Company’s stockholders are entitled to receive a fixed 10% of the issued and outstanding USFM Corporation common stock immediately following the Effective Time (calculated on a fully diluted basis). Any changes in the market price of the Company’s common stock before the completion of the USFM Merger will not affect the number of shares USFM Corporation common stock that the Company’s stockholders will be entitled to receive pursuant to the USFM Merger Agreement. The USFM Merger Agreement does not include a price-based termination right. Therefore, the value of the USFM Corporation common stock issued to the Company’s stockholders will fluctuate, possibly materially, based on market conditions.

Current wording

The Company’s stockholders are entitled to receive a fixed 7% of the issued and outstanding Pubco common stock immediately following the Second Effective Time (calculated on a fully diluted basis). Any changes in the market price of the Company’s common stock before the completion of the First Merger will not affect the number of shares Pubco common stock that the Company’s stockholders will be entitled to receive pursuant to the A&R Merger Agreement. The A&R Merger Agreement does not include a price-based termination right. Therefore, the value of the Pubco common stock issued to the Company’s stockholders will fluctuate, possibly materially, based on market conditions.

Previous wording

The issuance of USFM Corporation common stock to the Company’s stockholders pursuant to the USFM Merger Agreement must be approved by USFM Corporation’s stockholders, and the USFM Merger Agreement and transactions contemplated thereby must be approved by the Company’s stockholders. Failure to obtain these approvals would prevent the closing of the USFM Merger.

Current wording

The issuance of Pubco common stock to the Company’s stockholders pursuant to the A&R Merger Agreement must be approved by the Company’s stockholders, and the A&R Merger Agreement and transactions contemplated thereby must be approved by both the Company’s and USFM’s stockholders. Failure to obtain these approvals would prevent the closing of the Mergers.

Previous wording

Before the USFM Merger can be completed, USFM Corporation stockholders must approve, among other things, the issuance of USFM Corporation common stock to the Company’s stockholders pursuant to the USFM Merger Agreement, and the Company’s stockholders must adopt the USFM Merger Agreement and approve the USFM Merger and the related transactions. Failure to obtain the required stockholder approvals may result in a material delay in, or the abandonment of, the USFM Merger. Any delay in completing the USFM Merger may materially adversely affect the timing and benefits that are expected to be achieved from the USFM Merger.

Current wording

Before the Mergers can be completed, the USFM stockholders must approve, among other things, the A&R Merger Agreement, and the Company’s stockholders must adopt the A&R Merger Agreement and approve the First Merger, the issuance of the Pubco shares, and the related transactions. Failure to obtain the required stockholder approvals may result in a material delay in, or the abandonment of, the Mergers. Any delay in completing the Mergers may materially adversely affect the timing and benefits that are expected to be achieved from the Mergers.

Previous wording

The USFM Merger may be completed even though a material adverse effect may result from the announcement of the USFM Merger, industry-wide changes or other causes.

Current wording

The Mergers may be completed even though a material adverse effect may result from the announcement of the Mergers, industry-wide changes or other causes.

Previous wording

In general, neither USFM Corporation nor the Company is obligated to complete the USFM Merger if there is a material adverse effect affecting the other party between July 12, 2026, the date of the USFM Merger Agreement, and the closing of the USFM Merger. However, certain types of causes are excluded from the concept of a “material adverse effect.” Such exclusions include, but are not limited to, changes in general economic or political conditions, industry-wide changes, changes resulting from the announcement of the USFM Merger, natural disasters, pandemics, other force majeure events and changes in U.S. generally accepted accounting principles. Therefore, if any of these events were to occur and adversely affect USFM Corporation or the Company, the other party would still be obliged to consummate the closing of the USFM Merger notwithstanding such material adverse effect. If any such adverse effects occur and the parties consummate the closing of the USFM Merger, the USFM Corporation stock price may suffer. This in turn may reduce the value of the USFM Merger to the stockholders of USFM Corporation, the Company or both.

Current wording

In general, neither USFM nor the Company is obligated to complete the Mergers if there is a material adverse effect affecting the other party between October 7, 2026, the date of the A&R Merger Agreement, and the closing of the Mergers. However, certain types of causes are excluded from the concept of a “material adverse effect.” Such exclusions include, but are not limited to, changes in general economic or political conditions, industry-wide changes, changes resulting from the announcement of the Mergers, natural disasters, pandemics, other force majeure events and changes in U.S. generally accepted accounting principles. Therefore, if any of these events were to occur and adversely affect USFM, Pubco, or the Company, the other parties would still be obliged to consummate the closing of the Mergers notwithstanding such material adverse effect. If any such adverse effects occur and the parties consummate the closing of the Mergers, the Pubco stock price may suffer. This in turn may reduce the value of the Mergers to the stockholders of USFM, the Company or both.

Previous wording

If the USFM Merger is not completed, the Company’s stock price may decline significantly.

Current wording

If the Mergers are not completed, the Company’s stock price may decline significantly.

Previous wording

The market price of the Company’s common stock is subject to significant fluctuations. The market price of the Company’s common stock will likely be volatile based on whether stockholders and other investors believe that the Company can complete the USFM Merger or otherwise raise additional capital to support the Company’s operations if the USFM Merger is not consummated and another strategic transaction cannot be identified, negotiated and consummated in a timely manner, if at all. The volatility of the market price of the Company’s common stock has been and may be exacerbated by low trading volume and public announcement of the defective Nevada reincorporation and related matters. Additional factors that may cause the market price of the Company’s common stock to fluctuate include:

Current wording

The market price of the Company’s common stock is subject to significant fluctuations. The market price of the Company’s common stock will likely be volatile based on whether stockholders and other investors believe that the Company can complete the Mergers or otherwise raise additional capital to support the Company’s operations if the Mergers are not consummated and another strategic transaction cannot be identified, negotiated and consummated in a timely manner, if at all. The volatility of the market price of the Company’s common stock has been and may be exacerbated by low trading volume and public announcement of the defective Nevada reincorporation and related matters. Additional factors that may cause the market price of the Company’s common stock to fluctuate include:

Previous wording

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the Company’s common stock. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies. Such litigation or other disputes may arise in connection with the USFM Merger and/or the defective Nevada reincorporation described more fully elsewhere in this Quarterly Report.

Current wording

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the Company’s common stock. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies. Such litigation or other disputes may arise in connection with the Mergers and/or the defective Nevada reincorporation described more fully elsewhere in this Quarterly Report.

Previous wording

USFM Corporation may need to raise additional capital by issuing equity securities or debt, which may cause significant dilution to the interests of its stockholders, including the Company’s stockholders following the consummation of the USFM Merger, or restrict USFM Corporation’s operations.

Current wording

Pubco may need to raise additional capital by issuing equity securities or debt, which may cause significant dilution to the interests of its stockholders, including the Company’s stockholders following the consummation of the Mergers, or restrict Pubco’s operations.

Previous wording

Additional financing may not be available to USFM Corporation when it is needed or may not be available on favorable terms. To the extent that USFM Corporation raises additional capital by issuing equity securities, such financing will cause additional dilution to all securityholders of USFM Corporation, including the Company’s pre-closing securityholders and USFM Corporation’s pre-closing securityholders. It is also possible that the terms of any new equity securities may have preferences over USFM Corporation’s common stock. Any debt financing USFM Corporation issues may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of USFM Corporation’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments.

Current wording

Additional financing may not be available to Pubco when it is needed or may not be available on favorable terms. To the extent that Pubco raises additional capital by issuing equity securities, such financing will cause additional dilution to all securityholders of Pubco, including the Company’s pre-closing securityholders and USFM’s pre-closing securityholders. It is also possible that the terms of any new equity securities may have preferences over Pubco’s common stock. Any debt securities Pubco issues or credit agreements Pubco may enter into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of Pubco’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments. The Company’s stockholders will have no veto rights with respect to any such future debt or equity issuances by Pubco.

Previous wording

In addition, as a result of USFM Corporation’s assumption of the Company’s outstanding warrants and other Company Convertible Securities (as defined in the USFM Merger Agreement) in connection with the USFM Merger, USFM Corporation will be obligated to issue additional shares of USFM Corporation common stock upon exercise of any such warrants or Company Convertible Securities. Such warrants and other Company Convertible Securities assumed by USFM Corporation will result in further dilution to all securityholders of USFM Corporation.

Current wording

In addition, as a result of Pubco’s assumption of the Company’s outstanding warrants and other Company Convertible Securities (as defined in the A&R Merger Agreement) in connection with the Mergers, Pubco will be obligated to issue additional shares of Pubco common stock upon exercise of any such warrants or Company Convertible Securities. Such warrants and other Company Convertible Securities assumed by Pubco will result in further dilution to all securityholders of Pubco.

Previous wording

Some of the Company’s and USFM Corporation’s directors and executive officers have interests in the USFM Merger that are different from yours.

Current wording

Some of the Company’s and USFM’s directors and executive officers have interests in the Mergers that are different from yours.

Previous wording

Directors and executive officers of the Company and USFM Corporation have interests in the USFM Merger that are different from, or in addition to, the interests of other the Company’s stockholders generally. These interests with respect to the Company’s directors and executive officers may include, among others, retention bonus payments, severance payments if employment is terminated in a qualifying termination in connection with the USFM Merger and rights to continued indemnification, expense advancement and insurance coverage. The Registration Statement on Form S-4 which USFM Corporation will file in connection with the USFM Merger, and other documents that the Company and USFM Corporation file with the SEC from time to time, will describe these interests of the Company’s officers and directors in detail. Please review such filings for more information.

Current wording

Directors and executive officers of the Company and USFM have interests in the Mergers that are different from, or in addition to, the interests of other the Company’s stockholders generally. These interests with respect to the Company’s directors and executive officers may include, among others, USFM and Twin Vee stock ownership, retention bonus payments, severance payments if employment is terminated in a qualifying termination in connection with the Mergers and rights to continued indemnification, expense advancement and insurance coverage. The Registration Statement on Form S-4 which Pubco will file in connection with the Mergers, and other documents that the Company, Pubco and USFM file with the SEC from time to time, will describe these interests of the Company’s officers and directors in detail. Please review such filings for more information.

Previous wording

Further, certain current members of the Company’s Board of Directors will continue as directors of USFM Corporation after the Effective Time and will be eligible to be compensated as non-employee directors of USFM Corporation pursuant to USFM Corporation’s non-employee director compensation policy that is expected to be in place following the Effective Time.

Current wording

Further, certain current members of the Company’s Board of Directors may continue as directors of USFM Corporation after the closing of the Mergers and may be eligible to be compensated as non-employee directors of Pubco pursuant to Pubco’s non-employee director compensation policy that is expected to be in place following the closing of the Mergers.

Previous wording

The Company’s Board of Directors was aware of and considered those interests, among other matters, in reaching their decisions to approve and adopt the USFM Merger Agreement, approve the USFM Merger, and recommend the approval of the USFM Merger Agreement to the Company’s stockholders.

Current wording

The Company’s Board of Directors was aware of and considered those interests, among other matters, in reaching their decisions to approve and adopt the A&R Merger Agreement, approve the Mergers, and recommend the approval of the A&R Merger Agreement to the Company’s stockholders.

Previous wording

USFM Corporation’s stockholders, including the Company’s stockholders following the USFM Merger, may not realize benefits from the USFM Merger commensurate with the ownership dilution they will experience in connection with the USFM Merger.

Current wording

Pubco’s stockholders, including the Company’s stockholders following the Mergers, may not realize benefits from the Mergers commensurate with the ownership dilution they will experience in connection with the Mergers.

Previous wording

If USFM Corporation is unable to realize the full strategic and financial benefits currently anticipated from the USFM Merger, USFM Corporation’s and the Company’s stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent USFM Corporation is able to realize only part of the strategic and financial benefits currently anticipated from the USFM Merger.

Current wording

If Pubco is unable to realize the full strategic and financial benefits currently anticipated from the Mergers, USFM’s and the Company’s pre-closing stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent Pubco is able to realize only part of the strategic and financial benefits currently anticipated from the Mergers.

Previous wording

USFM Corporation’s stockholders, including the Company’s stockholders following the USFM Merger, will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, USFM Corporation following the completion of the USFM Merger as compared to their current ownership and voting interests in the respective companies.

Current wording

Pubco’s stockholders, including the Company’s stockholders following the Mergers, will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, Pubco following the completion of the Mergers as compared to their current ownership and voting interests in the respective companies.

Previous wording

After the completion of the USFM Merger, the Company’s current shareholders will own a substantially smaller percentage of USFM Corporation than their ownership of the Company prior to the USFM Merger. Immediately after the USFM Merger, the Company’s stockholders as of immediately prior to the USFM Merger will own 10% of the outstanding shares of capital stock of USFM Corporation (on a fully-diluted basis), and former holders of USFM Corporation’s securities will own 90% of the outstanding shares of capital stock USFM Corporation (on a fully-diluted basis). This reduced ownership interest will make it more difficult for significant Company stockholders to approve matters that are submitted to the stockholders of USFM Corporation for approval.

Current wording

After the completion of the Mergers, the Company’s current shareholders will own a substantially smaller percentage of Pubco than their ownership of the Company prior to the Second Merger. Immediately after the Second Merger, the Company’s stockholders as of immediately prior to the First Merger will own 7% of the outstanding shares of capital stock of Pubco (on a fully-diluted basis), and former holders of USFM’s securities will own 83% of the outstanding shares of capital stock Pubco (on a fully-diluted basis) following the Second Merger. This reduced ownership interest will make it more difficult for significant Company stockholders to approve matters that are submitted to the stockholders of Pubco for approval.

Previous wording

Certain provisions of the USFM Merger Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the USFM Merger Agreement.

Current wording

Certain provisions of the A&R Merger Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the A&R Merger Agreement.

Previous wording

While the USFM Merger Agreement is in effect, the Company is generally prohibited from, among other things, soliciting, initiating or knowingly encouraging, inducing or facilitating the communication, making, submission or announcement of any acquisition proposal or acquisition inquiry. In addition, one stockholder of the Company entered into a support agreement pursuant to the terms of the USFM Merger Agreement, as an inducement to USFM Corporation’s willingness to enter into the USFM Merger Agreement, by which such stockholder agreed to vote all of its shares of the Company’s capital stock in favor of the USFM Merger Agreement and the transactions contemplated thereby and against any competing proposals, subject to certain limited exceptions. Pursuant to the terms of the USFM Merger Agreement, the Company is obligated to pay a termination fee in the amount of $1,500,000 in the event the USFM Merger Agreement is terminated in connection with the Company’s approval of a competing offer. These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the merger consideration in the USFM Merger Agreement.

Current wording

While the A&R Merger Agreement is in effect, the Company is generally prohibited from, among other things, soliciting, initiating or knowingly encouraging, inducing or facilitating the communication, making, submission or announcement of any acquisition proposal or acquisition inquiry. In addition, one stockholder of the Company entered into a support agreement pursuant to the terms of the A&R Merger Agreement, as an inducement to USFM’s willingness to enter into the A&R Merger Agreement, by which such stockholder agreed to vote all of its shares of the Company’s capital stock in favor of the A&R Merger Agreement and the transactions contemplated thereby and against any competing proposals, subject to certain limited exceptions. Pursuant to the terms of the A&R Merger Agreement, the Company is obligated to pay a termination fee in the amount of $800,000 in the event the A&R Merger Agreement is terminated in connection with the Company’s approval of a competing offer. These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the merger consideration in the A&R Merger Agreement.

Previous wording

Because the lack of a public market for USFM Corporation common stock makes it difficult to evaluate the fair market value of its capital stock, the value of USFM common stock to be issued to the Company’s stockholders may be more or less than the fair market value of the Company’s common stock.

Current wording

Because the lack of a public market for Pubco and USFM common stock makes it difficult to evaluate the fair market value of Pubco’s capital stock, the value of Pubco common stock to be issued to the Company’s stockholders may be more or less than the fair market value of the Company’s common stock.

Previous wording

The outstanding capital stock of USFM Corporation is currently privately held and is not traded on any public market. The lack of a public market makes it difficult to determine the fair market value of USFM Corporation’s capital stock. Because the percentage of USFM Corporation’s equity to be issued to the Company’s stockholders was determined based on negotiations between the parties, it is possible that the value of USFM Corporation common stock to be issued to the Company’s stockholders will be more or less than the fair market value of the Company’s capital stock.

Current wording

The outstanding capital stock of Pubco is currently not traded on any public market. The lack of a public market makes it difficult to determine the fair market value of Pubco’s capital stock. Because the percentage of Pubco’s equity to be issued to the Company’s stockholders was determined based on negotiations between the parties, it is possible that the value of the Pubco common stock to be issued to the Company’s stockholders will be more or less than the fair market value of the Company’s capital stock.

Previous wording

Lawsuits may be filed against USFM Corporation, the Company, or any of the members of their respective boards of directors or officers arising out of the USFM Merger, which may delay or prevent the USFM Merger.

Current wording

Lawsuits may be filed against Pubco, USFM, the Company, or any of the members of their respective boards of directors or officers arising out of the Mergers, which may delay or prevent the Mergers.

Previous wording

Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against USFM Corporation, the USFM Corporation Board of Directors, the Company, the Company’s Board of Directors and others in connection with the transactions contemplated by the USFM Merger Agreement. The outcome of litigation is uncertain, and USFM Corporation or the Company may not be successful in defending against any such future claims. Lawsuits that may be filed against USFM Corporation, the USFM Corporation Board of Directors, the Company, or the Company’s Board of Directors could delay or prevent the USFM Merger, divert the attention of USFM Corporation’s and the Company’s management and employees from their day-to-day business and otherwise adversely affect USFM Corporation and the Company financially.

Current wording

Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against Pubco, the Pubco Board of Directors, USFM Corporation, the USFM Corporation Board of Directors, the Company, the Company’s Board of Directors and others in connection with the transactions contemplated by the A&R Merger Agreement. The outcome of litigation is uncertain, and Pubco, USFM Corporation or the Company may not be successful in defending against any such future claims. Lawsuits that may be filed against Pubco, the Pubco Board of Directors, USFM Corporation, the USFM Corporation Board of Directors, the Company, or the Company’s Board of Directors could delay or prevent the Mergers, divert the attention of USFM Corporation’s and the Company’s management and employees from their day-to-day business and otherwise adversely affect USFM Corporation and the Company financially.

Previous wording

USFM Corporation has never paid and does not intend to pay any cash dividends in the foreseeable future.

Current wording

Pubco has never paid and does not intend to pay any cash dividends in the foreseeable future.