What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-30 compared with 2022-03-31 · 104 added, 72 removed, 8 unchanged (96% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

common stock has traded on the Nasdaq Stock Market LLC under the symbol “VEEE” since July 21, 2021.

last price of our common stock as reported on the Nasdaq Capital Market LLC on March 29, 2022 was $3.68 per share.

have two classes of stock, undesignated preferred stock and $0.001 par value common stock.

No shares of preferred stock have been issued

or are outstanding.

As of March 29 , 2022, we had 2 common stock stockholders of record.

The number of holders of record is based on the actual number of holders registered on the books

of our transfer agent and does not reflect holders of shares in “street name” or persons, partnerships, associations, corporations

or other entities identified in security position listings maintained by depository trust companies.

May 13, 2021, the Company effected a forty-thousand (40,000)-for-one stock split to the shareholders of record as of May 13, 2021.

split was in the form of a common stock dividend of 3,999,900 new shares and all share and per share information has been retroactively

adjusted to reflect the stock split.

did not pay a cash dividend during the 2021 or 2020 fiscal years.

We presently intend to retain our earnings, if any, to finance the

development and growth of our business and operations and do not anticipate declaring or paying cash dividends on our common stock in

the foreseeable future.

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of

our board of directors and will depend on then-existing conditions, including our operating results, financial condition, contractual

restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

Agent and Registrar

transfer agent and registrar for our common stock is Interwest Transfer Company, Inc.

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock has traded on the Nasdaq Stock Market

LLC under the symbol “VEEE” since July 21, 2021.

The last price of our common stock

as reported on the Nasdaq Capital Market LLC on March 28, 2023 was $1.85 per share.

We have two classes of stock, undesignated preferred

stock and $0.001 par value common stock.

No shares of preferred stock have been issued or are outstanding.

As of March 24 ,

2023, we had 297 common stock stockholders of record.

The number of holders of record is based on

the actual number of holders registered on the books of our transfer agent and does not reflect holders of shares in “street name”

or persons, partnerships, associations, corporations or other entities identified in security position listings maintained by depository

trust companies.

On May 13, 2021, the Company effected a forty-thousand

(40,000)-for-one stock split to the shareholders of record as of May 13, 2021.

The stock split was in the form of a common stock

dividend of 3,999,900 new shares and all share and per share information has been retroactively adjusted to reflect the stock split.

Dividend Policy

We did not pay a cash dividend during the 2022 or

2021 fiscal years.

We presently intend to retain our earnings, if any, to finance the development and growth of our business and operations

and do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future.

Any future determination as to

the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing

conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects,

and other factors our board of directors may deem relevant.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock

is Interwest Transfer Company, Inc.

(also known as Direct Transfer LLC).

Graph and Purchases of Equity Securities

Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required

under this item.

July 23, 2021, we closed our initial public offering pursuant to which we offered and sold 3,000,000 shares of our common stock at an

offering price of $6.00 per share (for aggregate gross proceeds of $18,000,000), pursuant to our Registration Statement on Form S-1 (as

amended) (File No.

333-255134), which was declared effective by the SEC on July 20, 2021, as amended by the Registration Statement on

Form S-1 MEF (File No.

333-258058) filed with the SEC on July 20, 2021 and effective as of the date of filing.

After deducting underwriting

discounts and commissions of approximately $1,260,000, and other offering expenses payable by us of approximately $1,567,150, we received

approximately $15,849,037 in net proceeds from our initial public offering.

ThinkEquity LLC acted as the representative of the several

underwriters for the offering.

We also granted a 45-day option to the representative of the underwriters to purchase up to 450,000 additional

shares of common stock solely to cover over-allotments, if any, which expired unexercised.

the time of the initial public offering, the primary use of the net proceeds was as follows:

(i) approximately $1,500,000 for production

and marketing of our larger fully equipped boats.;

(ii) approximately $2,500,000 for the design, development, testing, manufacturing

and marketing of our new line of electric boats;

(iii) approximately $6,000,000 for the design, development, testing, manufacturing and

marketing of our fully electric propulsion system;

(iv) approximately $3,500,000 for acquisition of waterfront property and development

of the Electra Power Sports- EV Innovation & Testing Center, in Fort Pierce, Florida to build, design and manufacture our electric

propulsion systems and (v) the balance for working capital.

was originally anticipated that we would retrofit a gas-powered boat with an electric motor that would be designed by us and that we

would also sell the motors to other third-party boat manufacturers to retrofit their boats.

The retrofitting would require extensive

development, testing and manufacturing of multiple variations of electric motors.

However, consumer preference in the electric marine

market was and is trending towards a single purchase of a fully integrated electric boat rather than a retrofitted existing gas and diesel

fuel powered boat with electric outboard motors and battery packs.

Therefore, we decided not to continue designing electric motors for

retrofitting, resulting in us no longer needing any funding for the design, development, testing, manufacturing and marketing of our

fully electric propulsion system and instead those funds are anticipated to be used for working capital needs.

The remaining planned

use of proceeds has not changed since the initial public offering.

Sale of Unregistered Securities

did not sell any equity securities during the year ended December 31, 2021 in transactions that were not registered under the Securities

Performance Graph and Purchases of Equity Securities

The Company is a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Use of Proceeds

On July 23, 2021, we closed our initial public offering

pursuant to which we offered and sold 3,000,000 shares of our common stock at an offering price of $6.00 per share (for aggregate gross

proceeds of $18,000,000), pursuant to our Registration Statement on Form S-1 (as amended) (File No.

333-255134), which was declared effective

by the SEC on July 20, 2021, as amended by the Registration Statement on Form S-1 MEF (File No.

333-258058) filed with the SEC on July

20, 2021 and effective as of the date of filing.

After deducting underwriting discounts and commissions of approximately $1,260,000, and

other offering expenses payable by us of approximately $1,567,150, we received approximately $15,849,037 in net proceeds from our initial

public offering.

ThinkEquity LLC acted as the representative of the several underwriters for the offering.

We also granted a 45-day option

to the representative of the underwriters to purchase up to 450,000 additional shares of common stock solely to cover over-allotments,

if any, which expired unexercised.

At the time of the initial public offering, the primary

use of the net proceeds was as follows:

(i) approximately $1,500,000 for production and marketing of our larger fully equipped boats.;

(ii) approximately $2,500,000 for the design, development, testing, manufacturing and marketing of our new line of electric boats;

approximately $6,000,000 for the design, development, testing, manufacturing and marketing of our fully electric propulsion system;

approximately $3,500,000 for acquisition of waterfront property and development of the Electra Power Sports- EV Innovation & Testing

Center, in Fort Pierce, Florida to build, design and manufacture our electric propulsion systems;

and (v) the balance for working capital.

It was originally anticipated that we would retrofit

a gas-powered boat with an electric motor that would be designed by us and that we would also sell the motors to other third-party boat

manufacturers to retrofit their boats.

The retrofitting would require extensive development, testing and manufacturing of multiple variations

of electric motors.

However, consumer preference in the electric marine market was and is trending towards a single purchase of a fully

integrated electric boat rather than a retrofitted existing gas and diesel fuel powered boat with electric outboard motors and battery

Therefore, we decided not to continue designing electric motors for retrofitting, resulting in us no longer needing any funding

for the design, development, testing, manufacturing and marketing of our fully electric propulsion system and instead those funds are

anticipated to be used for working capital needs.

Further, we originally anticipated that we would acquire

waterfront property for a testing center in Fort Pierce, the price of real estate in Florida has prohibited us from moving forward.

we decided to use the $3,500,000 of funds to build additional manufacturing space at our Fort Pierce location.

The remaining planned use of proceeds has not changed

since the initial public offering.

of Unregistered Securities

We did not sell

any equity securities during the years ended December 31, 2022 and 2021 in transactions that were not registered under the Securities

Act other than as disclosed in our filings with the SEC.

Purchases of Equity Securities

were no issuer purchases of equity securities during the year ended December 31, 2021.

Compensation Plan Information

April 8, 2021, our board of directors and our stockholders approved the Twin Vee PowerCats Co.

2021 Stock Incentive Plan (the “2021

Issuer Purchases of Equity Securities

There were no issuer purchases of equity securities

during the years ended December 31, 2022 and 2021.

Equity Compensation Plan Information

On April 8, 2021, our board of directors and our stockholders

approved the Twin Vee PowerCats Co.

2021 Stock Incentive Plan , as amended and restated on June 1, 0221 (the “2021 Plan”).

The following table provides information, as of December 31, 2022 with respect to options outstanding under the 2021 Plan.

of Securities

Plan Category

Number of Securities

Equity Compensation Plan Options*

1 unchanged sentence

Available for

compensation plans approved by security holders

compensation plans not approved by security holders

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

2021 Stock Incentive Plan

“Executive Compensation and Director Compensation—Employee Benefit and Stock Plans—2021 Stock Incentive Plan”

in Part III, Item 10 for a description of the Twin Vee PowerCats Co.

See “Executive Compensation and Director Compensation—Employee

Benefit and Stock Plans—2021 Stock Incentive Plan” in Part III, Item 10 for a description of the Twin Vee PowerCats Co.

Stock Incentive Plan.

On August 12, 2022, we adopted the Forza X1, Inc.

2022 Stock Incentive Plan (the “2022 Plan”).

The following table provides information, as of December 31, 2022 with respect

to options outstanding under the 2022 Plan.

Plan Category

Number of Securities

Equity Compensation Plan Options*

Equity Compensation Plan Options

Available for

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

2022 Stock Incentive Plan

See “Executive Compensation and Director Compensation—Employee

Benefit and Stock Plans—2022 Stock Incentive Plan” in Part III, Item 10 for a description of the Forza X1, Inc.

Incentive Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity