What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-30 · 223 added, 203 removed, 962 unchanged (31% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31,

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by

a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time

periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the

Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial

officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have adopted

and maintain disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that

are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such

as this Annual Report, is collected, recorded, processed, summarized, and reported within the time periods specified in the rules of

Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management

to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as

of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such a date, our disclosure controls

and procedures were not effective d ue to the material weaknesses in our internal control over financial

reporting, related to not yet having retained sufficient staff or engaged sufficient outside consultants with appropriate experience

in GAAP presentation, especially of complex instruments, to devise and implement effective disclosure controls and procedures over internal

Our management, with the participation of our Chief Executive Officer and Chief

Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

The term “disclosure

controls and procedures,” as defined in Rules 13a-15€ and 15d-15(e) under the Exchange Act, means controls

and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that

it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

We have adopted and maintain disclosure controls and procedures

(as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that

information required to be disclosed in the reports filed under the Exchange Act, such as this Annual Report, is collected, recorded,

processed, summarized, and reported within the time periods specified in the rules of the SEC.

Our disclosure controls and procedures

are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of

possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our Chief

Executive Officer and Chief Financial Officer concluded that, as of such a date, our disclosure controls and procedures were not effective

d ue to the material weaknesses in our internal control over financial reporting, related to not

yet having retained sufficient staff or engaged sufficient outside consultants with appropriate experience in GAAP presentation, especially

of complex instruments, to devise and implement effective disclosure controls and procedures over internal

Management’s Report on Internal Control over Financial Reporting

21 unchanged sentences

and is executing a remediation plan to address the previously disclosed material weaknesses, due to inadequate staffing levels.

actively recruiting for a full-time Controller and have retained a full time Staff Accountant;

we have selected and are working on implementing

a robust operating system and we are utilizing the assistance of outside advisors where appropriate.

To remediate the existing

material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts.

The material weaknesses

cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded,

through testing, that these controls are operating effectively.

As of December 31, 2022, controls and procedure have been implemented

to remediate the material weakness, however testing of controls continues.

actively recruiting a Chief Financial Officer to replace Ms.

Gunnerson and a full-time Controller and have retained a full time Staff

we have selected and are working on implementing a robust operating system and we are utilizing the assistance of outside

advisors where appropriate.

To remediate the existing material weaknesses, additional time is required

to demonstrate the effectiveness of the remediation efforts.

The material weaknesses cannot be considered remediated until the applicable

remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating

As of December 31, 2023, controls and procedures have been implemented to remediate the material weakness, however testing

of controls continues.

Changes in Internal Control over Financial

11 unchanged sentences

Other Information.

During the year ended December 31, 2023, no director

or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding

5 unchanged sentences

Our business and affairs are organized under the direction

of our board of directors, which currently consists of six members.

of our board of directors, which currently consists of five members.

The following table sets forth the names, ages and

11 unchanged sentences

Kevin Schuyler (1)(2)(3)(4)(5)

Gunnerson provided notice of her resignation to be effective May 31,

(1) Member of the audit committee

(2) Member of the compensation committee

(3) Member of the corporate governance and nominating

(3) Member of the nominating and corporate governance

(4) Chair of audit committee

(5) Chair of compensation committee

(6) Chair of corporate governance and nominating committee

(6) Chair of nominating and corporate governance

Executive Officers

70 unchanged sentences

of Directors since April 8, 2021.

He has over 30 years of experience in launching products and companies and promoting and growing brands.

He has served as the Chief Executive Officer of James Ross Advertising since founding it in February 2003.

Most notably, Neil has extensive

marine experience partnering with brands like Galati Yachts Sales, Jefferson Beach Yacht Sales, Allied Marine, Bertram Yachts, Twin Vee,

Jupiter Marine and Sealine to name a few.

Ross received his Bachelor’s degree from Florida State University.

Ross also serves as a member of the board of directors of Forza.

He has over 30 years of experience

in launching products and companies and promoting and growing brands.

He has served as the Chief Executive Officer of James Ross Advertising

since founding it in February 2003.

Most notably, Neil has extensive marine experience partnering with brands like Galati Yachts Sales,

Jefferson Beach Yacht Sales, Allied Marine, Bertram Yachts, Twin Vee, Jupiter Marine and Sealine to name a few.

Ross received his

Bachelor’s degree from Florida State University.

We believe Mr.

3 unchanged sentences

Board of Directors since July 2022.

Schuyler is the Vice Chairman of the board of directors and Lead Independent Director of Adial

Pharmaceuticals, Inc.

ADIL) where he has served as a director since April 2016.

He currently also serves as a senior managing

director at CornerStone Partners, a full-service institutional CIO and investment office located in Charlottesville, VA, with approximately

$10 billion under management.

Prior to joining CornerStone Partners in 2006, he held various positions with McKinsey & Company, Louis

Dreyfus Corporation and The Nature Conservancy.

Schuyler serves on various boards and committees of Sentara Martha Jefferson Hospital,

the US Endowment for Forestry and Communities, and Stone Barns Center.

Schuyler also serves as a member of the board of directors of Forza.

Schuyler is the Vice

Chairman of the board of directors and Lead Independent Director of Adial Pharmaceuticals, Inc.

ADIL) where he has served as

a director since April 2016.

He currently also serves as a senior managing director at CornerStone Partners, a full-service institutional

CIO and investment office located in Charlottesville, VA, with approximately $10 billion under management.

Prior to joining CornerStone

Partners in 2006, he held various positions with McKinsey & Company, Louis Dreyfus Corporation and The Nature Conservancy.

serves on various boards and committees of Sentara Martha Jefferson Hospital,

the US Endowment for Forestry and Communities, and Stone

Barns Center.

He is a member of the investment committee of the Margaret A.

Cargill Philanthropies.

Schuyler graduated with honors from Harvard College and received his MBA from The Darden Graduate School

of Business at the University of Virginia.

He is a member of the Chartered Financial Analyst Society of Washington, DC.

Schuyler graduated with honors

from Harvard College and received his MBA from The Darden Graduate School of Business at the University of Virginia.

He is a member of

the Chartered Financial Analyst Society of Washington, DC.

We selected Mr.

Schuyler to serve on our board of directors because he brings extensive knowledge of the financial markets.

Schuyler to serve on our board of directors because he brings

extensive knowledge of the financial markets.

We believe Mr.

2 unchanged sentences

Significant Employee

Jim Leffew was appointed as President of Forza

in December 2021.

Leffew served as the Senior Vice President, Manufacturing of Maverick Boat Group, Inc.

from September 1999 until

April 2021, where he was responsible for overseeing manufacturing operations and over 450 direct employees at a company with over $125

million in sales.

Prior to joining Maverick Boat Group, Inc., from September 1994 to September 1999 he was a Facilities Director at the

Harbor Branch Oceanographic Institution where he directed all construction and maintenance needs for an over 500,000 square foot mixed-use

space and managed a budget exceeding $5 million a year.

Leffew received his Bachelor of Science in Mechanical Engineering from the

University of Central Florida in July 1987.

Leffew’s history and experience manufacturing products, budgeting and forecasting

and managing direct employees will make him a valuable member of our management.

Jim Leffew was appointed as Chief Executive

Officer and President of Forza in December 2021.

Leffew served as the Senior Vice President, Manufacturing of Maverick Boat Group,

from September 1999 until April 2021, where he was responsible for overseeing manufacturing operations and over 450 direct employees

at a company with over $125 million in sales.

Prior to joining Maverick Boat Group, Inc., from September 1994 to September 1999 he was

a Facilities Director at the Harbor Branch Oceanographic Institution where he directed all construction and maintenance needs for an over

500,000 square foot mixed-use space and managed a budget exceeding $5 million a year.

Leffew received his Bachelor of Science in Mechanical

Engineering from the University of Central Florida in July 1987.

On March 6, 2024, Mr.

Leffew notified Forza of his

decision to resign effective immediately as Chief Executive Officer and President of Forza.

Family Relationships

32 unchanged sentences

In addition, the rules

of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and corporate governance

and nominating committees be independent.

of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and

corporate governance committees be independent.

Audit committee members and compensation committee members must also satisfy the independence

41 unchanged sentences

We currently have an audit committee, a compensation

committee and a corporate governance and nominating committee, each of which have the composition and the responsibilities described below.

committee and a nominating and corporate governance committee, each of which have the composition and the responsibilities described below.

The following table shows the directors who are currently members or Chairman of each of these committees.

Board Members

Governance and Nominating

Nominating and Corporate

Bard Rockenbach

19 unchanged sentences

review related party transactions;

establish and oversee procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

establish and oversee procedures for the receipt,

retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable

accounting or auditing matters;

review and discuss the Company’s policies regarding information technology security and protection from cyber risks.

Our audit committee operates under a written charter

that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

that satisfies the applicable rules of the SEC and the listing standards of Nasdaq, a copy of which is available on our website at www.twinvee.com.

The Board has determined that Mr.

Schuyler is an audit

committee financial expert, as such term is used in Section 407 of Regulation S-K.

Schuyler is an audit committee financial expert, as such term is used in Section 407 of Regulation S-K.

Compensation Committee

12 unchanged sentences

Our compensation committee operates under a written

charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Corporate Governance and Nominating Committee

The members of our corporate governance and nominating

charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq, a copy of which is available on our website

at www.twinvee.com

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance

committee consist of Bard Rockenbach, James Melvin, Neil Ross and Kevin Schuyler.

Neil Ross serves as the chair of our corporate governance

and nominating committee.

Neil Ross serves as the chair of our nominating and

corporate governance committee.

Each is independent, as that term is defined under the rules of Nasdaq.

Our corporate governance and nominating

Our nominating and corporate governance

committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors.

Specifically,

the corporate governance and nominating committee:

the nominating and corporate governance committee:

identifies, evaluates and makes recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

3 unchanged sentences

evaluates the performance of our board of directors and of individual directors.

Our corporate governance and nominating committee

operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Our nominating and corporate governance committee

operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq, a copy of which is

available on our website at www.twinvee.com

Risk Oversight

66 unchanged sentences

Preston Yarborough , Vice President

● Carrie Gunnerson ,

Chief Financial Officer

Carrie Gunnerson , Chief Financial Officer

Summary Compensation Table

2 unchanged sentences

Name and Principal Position

Option Awards ($)(1)

All Other Compensation ($)

Awards ($)(1)

President and Chief Executive Officer

7 unchanged sentences

For a discussion of the assumptions used in computing this valuation, see Note 14 of the Notes to Consolidated Financial Statements in this Annual Report for the fiscal year ended December 31, 2023.

Consists of $30,000 of car expense paid and $14,356 of health insurance expense paid in 2022 and $12,692 of car expenses and $15,579 of health insurance expenses paid in 2021.

Consists of $30,000 of car expense paid, $18,461 of health insurance expense, and $1,297 of life insurance paid in 2023 and $30,000 of car expenses and $14,356 of health insurance expenses paid in 2022.

Consists of $12,000 of car expenses paid and $11,036 of health insurance expense paid in 2023 and $12,000 of car expenses and $9,030 of health insurance paid in 2022.

Consists of $12,080 of health insurance expense paid in 2022.

Consists of $18,461 of health insurance expense paid in 2023 and $12,080 of health insurance paid in 2022.

Gunnerson provided notice of her resignation to be effective May 31, 2024.

Outstanding Equity Awards at Fiscal Year-End (December 31, 2023)

2 unchanged sentences

Option Awards

Number of Securities Underlying Unexercised Options (Exercisable)

Number of Securities Underlying Unexercised Options (Unexercisable)

Option Exercise Price

Option Expiration Date

Equity Incentive Plan Awards:

of Securities Underlying

Unexercised Options

(Exercisable)

of Securities Underlying

Unexercised Options

(Unexercisable)

Exercise Price

Expiration Date

Equity Incentive Plan

Number of Unearned Shares That Have Not Vested

Equity Incentive Plan Awards:

Incentive Plan Awards:

Market or Payout Value of Unearned Shares That Have Not Vested

5 unchanged sentences

Chief Financial Officer

(1) On July 23, 2021, options were granted, under the Twin Vee 2021 Stock Incentive

Plan, vesting monthly over 3 years.

(2) On August 11, 2022, options were granted, under the Forza 2022 Stock Incentive

Plan, vesting monthly over 3 years.

(3) On October 20, 2022, options were granted, under the Twin Vee 2021 Stock

Incentive Plan, vesting monthly over 3 years.

(4) On December 15, 2022, options were granted, under the Forza 2022 Stock Incentive

Plan, vesting monthly over 3 years.

(5) On October 1, 2021, options were granted, under the Twin Vee 2021 Stock

Incentive Plan, westing monthly over 5 years.

(1) On July 23, 2021, options were granted, under the Twin Vee 2021 Stock Incentive Plan, vesting monthly

over 3 years.

(2) On August 11, 2022, options were granted, under the Forza 2022 Stock Incentive Plan, vesting monthly over

(3) On October 20, 2022, options were granted, under the Twin Vee 2021 Stock Incentive Plan, vesting monthly

over 3 years.

(4) On December 15, 2022, options were granted, under the Forza 2022 Stock Incentive Plan, vesting monthly

over 3 years.

(5) On October 1, 2021, options were granted, under the Twin Vee 2021 Stock Incentive Plan, vesting monthly

over 5 years.

(6) On October 4, 2023, options were granted, under the Forza 2022 Stock Incentive Plan, vesting monthly over

(7) On October 4, 2023, options were granted, under the Twin Vee 2021 Stock Incentive Plan, vesting monthly

over 3 years.

Employment Arrangements with Our Named Executive

146 unchanged sentences

such a termination.

On October 4,

2023, the Board of Directors approved the temporary payment of $7,000 a month in additional compensation to Preston Yarborough for services

to be rendered by him as Interim Plant Manager of the AquaSport manufacturing plant in White Bluff Tennessee, for so long as he continues

to act in that capacity.

Carrie Gunnerson

46 unchanged sentences

a termination.

On March 4, 2024, Mrs.

Gunnerson provided notice of

resignation to be effective May 31, 2024.

Employee Benefit and Stock Plans

49 unchanged sentences

Subject to certain adjustments, the maximum number

of shares of common stock that may be issued under the 2021 Plan in connection with awards is 1,315,000 shares.

We have issued options

to purchase an aggregate of 1,283,571 shares of our common stock.

In addition, the maximum number of shares of common stock that may be

issued under the 2021 Plan will automatically increase on January 1 of each calendar year for a period of ten years commencing on January

1, 2022 and ending on (and including) January 1, 2031, in a number of shares of common stock equal to 4.5% of the total number of shares

of common stock outstanding on December 31 of the preceding calendar year;

provided, however that the board of directors may act prior

to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of common stock.

available shares may be utilized toward the grant of any type of award under the 2021 Plan.

The 2021 Plan imposes a $250,000 limitation

on the total grant date fair value of awards granted to any non-employee director in his or her capacity as a non-employee director in

any single calendar year.

The total number of shares available for issuance increased on January 1, 2023 to 1,743,400 shares of our common

of shares of common stock that initially could be issued under the 2021 Plan in connection with awards was 1,630,000 shares.

We have issued

options to purchase an aggregate of 1,271,016 shares of our common stock.

In addition, the maximum number of shares of common stock that

may be issued under the 2021 Plan will automatically increase on January 1 of each calendar year for a period of ten years commencing

on January 1, 2022 and ending on (and including) January 1, 2031, in a number of shares of common stock equal to 4.5% of the total number

of shares of common stock outstanding on December 31 of the preceding calendar year;

provided, however that the board of directors may

act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of common

All available shares may be utilized toward the grant of any type of award under the 2021 Plan.

The 2021 Plan imposes a $250,000

limitation on the total grant date fair value of awards granted to any non-employee director in his or her capacity as a non-employee

director in any single calendar year.

The total number of shares available for issuance increased on January 1, 2023 to 1,743,400 shares

of our common stock.

Director Compensation

1 unchanged sentence

Cash Compensation

All non-employee directors are entitled to receive

the following cash compensation for their services:

Our directors cash compensation for the year ended

December 31, 2023 remained the same as the prior year.

All non-employee directors are entitled to receive the following cash compensation

for their services:

$5,000 per year for service as a board member;

3 unchanged sentences

$4,000 per year additionally for service as member of the compensation committee (excluding committee chair);

$5,000 per year additionally for service as chair of the corporate governance and nominating committee;

$3,000 per year additionally for service as member of the corporate governance and nominating committee (excluding committee chair);

$5,000 per year additionally for service as chair of the nominating and corporate governance committee;

$3,000 per year additionally for service as member of the nominating and corporate governance committee (excluding committee chair);

All cash payments to non-employee directors who served

26 unchanged sentences

Kevin Schuyler

The amounts in the “Option Awards” column reflect the dollar amounts of the grant date fair value for the financial statement reporting purposes for stock options for the fiscal year ended December 31, 2022 in accordance with ASC 718.

The fair value of the options was determined using the Black-Scholes model.

For a discussion of the assumptions used in computing this valuation, see Note 12 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

During the year ended December 31, 2023, no equity compensation was awarded to any directors.

As of December 31, 2023, the following are the outstanding aggregate number of option awards held by each of our directors who were not also Named Executive Officers:

4 unchanged sentences

an annual cash fee of $5,000, all non-employee directors received an annual cash fee of $5,000, $4,000 and $3,000 for service on the Audit,

Compensation and Corporate Governance and Nominating Committee, respectively, and the Chairman of the Audit, Compensation and Corporate

Governance and Nomination Committee received a cash fee of $12,000, $10,000 and $5,000, respectively.

In addition, since 2021 each non-employee

member of the Board of Directors has been issued an annual option grant exercisable for 5,500 shares of our common stock, for a term of

one year, vesting monthly over one year of the date of grant.

Compensation and Nominating and Corporate Governance Committee, respectively, and the Chairman of the Audit, Compensation and Nominating

and Corporate Governance Committee received a cash fee of $12,000, $10,000 and $5,000, respectively.

In addition, in 2021 and 2022 each

non-employee member of the Board of Directors has been issued an annual option grant exercisable for 5,500 shares of our common stock,

for a term of one year, vesting monthly over one year of the date of grant.

During the year ended December 31, 2023, no equity compensation

was awarded to any directors.

Security Ownership of Certain Beneficial Owners and Management

46 unchanged sentences

Yarborough was issued 38,357 shares of our common stock upon the consummation of the Merger between us and Twin Vee Inc.

granted an option to purchase 136,000 shares of our common stock upon the consummation of our initial public offering, of which 83,116 shares of common stock will vest and be exercisable within 60 days of March 29, 2023 and are included in the number of shares of common stock beneficially owned by Mr.

Twin Vee granted an option to purchase 136,000 shares of our common stock upon the consummation of our initial public offering and 25,000 shares of our common stock on October 4, 2023, of which 133,305 shares of common stock will vest and be exercisable within 60 days of March 27, 2024 and are included in the number of shares of common stock beneficially owned by Mr.

Melvin and Ross were each granted an option to purchase 5,500 shares of our common stock upon the consummation of our initial public offering, and were granted another 5,500 shares on October 20, 2022;

1 unchanged sentence

Melvin and Ross.

In connection with his appointment, effective November 7, 2021, Mr.

Rockenbach was awarded an option to purchase 5,500 shares of the Company’s common stock at an exercise price of $3.87 per share, vesting pro rata on a monthly basis over a twelve-month period and exercisable for a period of ten years from the date of grant.

Rockenbach was awarded another 4,583 shares on November 4, 2022, with the same vesting schedule.

There will be these 9,273 shares of common stock vested and be exercisable within 60 days of March 29, 2023, and are included in the number of shares of common stock beneficially owned by Rockenbach.

Gunnerson was granted an option to purchase 136,000 shares of our common stock upon in connection with joining our company as Chief Financial Officer, of which 43,073 shares of common stock will vest and be exercisable within 60 days of March 29, 2022, and are included in the number of shares of common stock beneficially owned by Ms.

In connection with his appointment, effective July 6, 2022, Mr.

1 unchanged sentence

Of these 5,500 shares, 5,500 shares of common stock will vest and be exercisable within 60 days of March 27, 2024, and are included in the number of shares of common stock beneficially owned by Schuyler.

Also includes 1,363 shares of common stock owned by Mr.

In connection with his appointment, effective November 7, 2021, Mr.

Rockenbach was awarded another 4,583 shares on November 4, 2022, with the same vesting schedule.

There will be 10,083 shares of common stock vested and be exercisable within 60 days of March 27, 2024, and are included in the number of shares of common stock beneficially owned by Rockenbach.

Gunnerson was granted an option to purchase 136,000 shares of our common stock upon in connection with joining our company as Chief Financial Officer, and an additional 25,000 share on October 4, 2023, of which 75,127 shares of common stock will vest and be exercisable within 60 days of March 27, 2024, and are included in the number of shares of common stock beneficially owned by Ms.

Information is based upon a Schedule 13G/A filed with the SEC on February 3, 2022 by James G.

78 unchanged sentences

Lucie County.

On December 31, 2018, we entered into a loan and promissory

note with Joseph C.

The principal amount of the loan was $525,500, together with a simple interest rate of 6% on the balance

of principal remaining unpaid.

During the year ended December 31, 2021, we repaid $27,850.

At December 31, 2021, the outstanding amount

of the note payable was $0.

During the year ended December 31, 2023 and 2022,

we received cash of $14,549 and $44,628 from its affiliate companies, and paid $57,659 and $303,250 to its affiliate

companies, respectively.

we received cash of $0 and $14,549 from our affiliate companies, and paid $57,659 and $303,250 to our affiliate companies,

respectively.

During the year ended December 31, 2022, we issued

20,000 shares valued at $52,400 for payment on behalf of the former majority shareholder company.

At December 31, 2022 and 2021, advances from affiliated

companies included in due to affiliated companies was $0 and $115,043, respectively.

Approximately $93,000 of the balance is related

to an equipment purchase, the remaining balance was related to startup costs for our franchise business.

During the year ended December 31, 2022, we received

a monthly fee of $5,850 to provide management services and facility utilization to Forza.

During the year ended December 31, 2021, we paid $90,417

to Twin Vee PowerCats, Inc., to purchase a 36-foot used catamaran boat from it.

During the year ended December 31, 2020, we had purchases

of $0 from related parties.

During the year ended December 31, 2021, we received

a cash payment in the amount of $24,300 from Boat Fuji, Inc., a company owned 33% by Joseph Visconti, our chief executive officer, for

future technical website support expenses to be incurred by us on behalf of Boat Fuji, Inc.

During the year ended December 31, 2021, we

paid $15,808 to certain affiliate companies or on their behalf, including (i) $2,000 that was repaid to Boat Fuji, Inc.

due to a decrease

in the estimated expenses to be paid by us on its behalf, (ii) $12,000 of franchise fee development expenses paid by us on behalf

of My Boat MD, Inc., a wholly owned subsidiary of Twin Vee PowerCats, Inc and (iii) $1,808 of expenses paid to Twin Vee PowerCats, Inc.

for reimbursement of telephone, internet and other similar expenses incurred by it on our behalf.

During the year ended December 31, 2023 and 2022 respectively,

we received a monthly fee of $6,800 and 5,850 to provide management services and facility utilization to Forza.

During the year ended December 31, 2023 and 2022,

3 unchanged sentences

2021, with our former majority shareholder company for various management services.

The agreement provides for a monthly $4,500 and

$3,500 management fee, there was a term of one year that expired on December 31, 2022.

The agreement provided for a monthly $4,500 management

fee, there was a term of one year that expired on December 31, 2022.

During the year ended December 31, 2023, we recorded

$15,000 of professional fees, for consulting work for Twin Vee performed by Jim Leffew, the Chief Executive Officer of Forza.

$15,000 of professional fees, for consulting work for Twin Vee performed by Jim Leffew, the former Chief Executive Officer of Forza.

In connection

6 unchanged sentences

Services Agreement operates on a month-to-month basis.

During the years ended December 31, 2023 and 2022,

respectively, we recorded $36,000 and $24,225 of professional fees, for consulting work for us performed by Jim Leffew, the former Chief

Executive Officer of Forza.

Additionally, during the years ended December 31, 2023 and 2022, respectively, Aqua Sport recorded expense

of $50,000 and $0, for compensation for his work to start up the Tennessee facility.

In August of 2022, Forza signed a six-month lease

for a duplex on a property in Black Mountain, NC, to be used by its traveling employees during the construction of its new manufacturing

facility, for $2,500 per month.

After the initial term of the lease, it was extended on a month-to-month basis.

In August of 2023,

the president of Forza, James Leffew, purchased the property, and Forza executed a new lease agreement with Mr.

Leffew on the same month-to-month

For the years ended December 31, 2023 and 2022, the lease expense was $12,500 and $0, respectively, paid to Mr.

Indemnification

32 unchanged sentences

including expenses billed to us for the years ended December 31, 2023 and 2022 by our auditors:

Audit Fees(1)

Audit-Related Fees

All Other Fees

(1) Audit Fees include fees related to the annual audit and quarterly reviews..

(2) Audit-Related Fees include travel and technology fees.

(3) All other fees include fees associated with Comfort Letter and Consents, required for SEC filings.

The Audit Committee has adopted procedures for pre-approving

all audit and non-audit services provided by the independent registered public accounting firm, including the fees and terms of such services.

These procedures include reviewing detailed back-up documentation for audit and permitted non-audit services.

The documentation includes

a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature and therefore anticipated

at the time that the budget is submitted.

Audit Committee approval is required to exceed the pre-approved amount for a particular category

of non-audit services and to engage the independent registered public accounting firm for any non-audit services not included in those

pre-approved amounts.

For both types of pre-approval, the Audit Committee considers whether such services are consistent with the rules

on auditor independence promulgated by the SEC and the PCAOB.

The Audit Committee also considers whether the independent registered public

accounting firm is best positioned to provide the most effective and efficient service, based on such reasons as the auditor’s familiarity

with our business, people, culture, accounting systems, risk profile, and whether the services enhance our ability to manage or control

risks, and improve audit quality.

The Audit Committee may form and delegate pre-approval authority to subcommittees consisting of one

or more members of the Audit Committee, and such subcommittees must report any pre-approval decisions to the Audit Committee at its next

scheduled meeting.

All of the services provided by the independent registered public accounting firm were pre-approved by the Audit Committee.

The Audit Committee has adopted procedures for

pre-approving all audit and non-audit services provided by the independent registered public accounting firm, including the fees and

terms of such services.

These procedures include reviewing detailed back-up documentation for audit and permitted non-audit

The documentation includes a description of, and a budgeted amount for, particular categories of non-audit services that

are recurring in nature and therefore anticipated at the time that the budget is submitted.

Audit Committee approval is required to

exceed the pre-approved amount for a particular category of non-audit services and to engage the independent registered public

accounting firm for any non-audit services not included in those pre-approved amounts.

For both types of pre-approval, the Audit

Committee considers whether such services are consistent with the rules on auditor independence promulgated by the SEC and the

The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide

the most effective and efficient service, based on such reasons as the auditor’s familiarity with our business, people,

culture, accounting systems, risk profile, and whether the services enhance our ability to manage or control risks, and improve

audit quality.

The Audit Committee may form and delegate pre-approval authority to subcommittees consisting of one or more members

of the Audit Committee, and such subcommittees must report any pre-approval decisions to the Audit Committee at its next scheduled

All of the services provided by the independent registered public accounting firm were pre-approved by the Audit

Exhibits and Financial Statement

62 unchanged sentences

and Carrie Gunnerson, Effective October 1, 2021 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-40623) filed on October 4, 2021)

001-40623) filed with the Securities and Exchange Commission on October 4, 2021)

Transition Services Agreement, dated August 16, 2022, by and between Forza X1, Inc.

and Twin Vee PowerCats Co.

(Incorporated by referenced to Exhibit 10.2 to the Company’s Current Report (File No.

001-40623) on Form 8-K filed on August 17, 2022)

F Agreement, dated August 17, 2022, by and between Forza X1, Inc.

(Incorporated by referenced to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on August 18, 2022)

Agreement, dated August 17, 2022, by and between Forza X1, Inc.

and OneWater Marine, Inc.

(Incorporated by referenced to Exhibit 10.1 to the Company’s Current Report (File No.

001-40623) on Form 8-K filed on August 18, 2022)

(Incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on August 18, 2022)

Amendment, dated August 22, 2022, to Employment Agreement, dated October 1, 2021, by and between Twin Vee PowerCats Co.

and Carrie Gunnerson (Incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No.

001-40623) filed on August 22, 2022)

001-40623, filed with the Securities and Exchange Commission on August 22, 2022)

Amendment to Employment Agreement between Twin Vee PowerCats Co.

and Joseph Visconti, effective as of October 20, 2022 (Incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No.

001-40623) filed on October 21, 2022)

001-40623, filed with the Securities and Exchange Commission on October 21, 2022)

Commercial Lease Agreement (with Option to Purchase), dated May 5, 2023, by and between, AquaSport Co., Ebbtide Corporation and Twin Vee PowerCats Co.

(Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K , File No.

001-40623, filed with the Securities and Exchange Commission on May 9, 2023)

Subsidiaries of Registrant

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy adopted on November 10, 2023

XBRL Instance*

41 unchanged sentences

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 9A. Controls and Procedures