What changed in this filing

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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-03-27 · 695 added, 599 removed, 586 unchanged (69% of the section changed)

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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, 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

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€ 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, 2024, 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

Management is responsible for establishing and maintaining

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The Company’s plan to remediate

the material weakness in its internal control over financial reporting includes increasing staffing with its finance department sufficient

the material weakness in its internal control over financial reporting includes increasing staffing within its finance department sufficient

to facilitate proper segregation of accounting functions and to enable appropriate review of its internally prepared financial statements.

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

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

During the year ended December 31, 2023, we hired

additional staff in our finance department and have developed and refined our controls and other producers that are designed to ensure

that information required to be disclosed by us in the reports that we file with the SEC are recorded, processed, summarized and reported

within the time periods specified in SEC rules and in accordance with GAAP.

Report of Independent Registered Public Accounting Firm

retained a full-time Staff Accountant and a controller.

We have also selected and implemented 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, 2024, controls and procedures have been implemented

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

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2024, we replaced

certain staff in our finance department and have developed and refined our controls and other producers that are designed to ensure that

information required to be disclosed by us in the reports that we file with the SEC are recorded, processed, summarized and reported within

the time periods specified in SEC rules and in accordance with GAAP.

Report of Independent Registered Public Accounting

This Annual Report does not include an attestation

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

Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Directors, Executive Officers and

Corporate Governance.

Information About our Executive Officers and Directors

Directors, Executive Officers and Corporate Governance.

Information About our Executive Officers and

Our business and affairs are organized under the direction

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Executive Officers:

Chief Executive Officer, President and Director

President and Chief Executive Officer, Director

Chief Financial & Administrative Officer

Preston Yarborough

Vice President and Director

Carrie Gunnerson

Chief Financial Officer

Non-Employee Directors:

Bard Rockenbach (1)(2)(3)

James Melvin (1)(2)(3)

Neil Ross (1)(2)(3)(6)

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

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

Marcia Kull (1)(2)(3)

(1) Member of the audit committee

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Joseph Visconti has been our Chief Executive

Officer, President and Chair of the Board since 2015.

Visconti also serves as the Chair of the Board and Chief of Product Development

Officer and Chairman of the Board since 2015.

Visconti served as our President from 2015 to 2024 and was recently reappointed President

in January 2025.

With over 25 years of executive level operational and financial experience, Mr.

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We believe that Mr.

Visconti’s experience leading us and our majority shareholder company and his operational and financial

experience makes him well qualified to be a director of the Company.

Visconti’s experience leading

us and our majority shareholder company and his operational and financial experience makes him well qualified to be a director of the

Dickerson has been our Chief Financial

& Administrative Officer since April 2024.

Dickerson has 35 years of corporate experience in senior and executive level finance

and operational roles, including finance & accounting, treasury, investor relations & corporate communications, risk management

and other related roles.

In February 2024, he served in a consulting capacity at Savannah River Logistics as their Executive Vice President,

Chief Financial & Administrative Officer, and Treasurer.

From August 2022 until November 2023, he served as Vice President, Investor

Relations & Risk Management, at Dorman Products, Inc.

From August 2018 to March 2022, he served as Vice President,

Corporate Communications & Investor Relations, at Aaron’s Inc.

We believe Mr.

Dickerson’s extensive operational

and financial expertise in public companies along with his experience in various leadership roles make him a valuable member of Twin Vee’s

Preston Yarborough has been our Vice President

since our inception, our Director since August 2010 and has acted as the Director of Product Development of our majority shareholder company

since August 2010.

since our inception, a Director since August 2010 and has acted as the Director of Product Development since August 2010.

We believe Mr.

Yarborough’s history and experience developing products and managing the development of new products

with us and our majority shareholder company make him a valuable member of our board and management.

Carrie Gunnerson has been our Chief Financial

Officer since October 2021.

Gunnerson, operated Gunnerson Consulting from August 1, 2020 until September 30, 2021, specializing

in financial consulting for small to midsized organization.

Since February 6, 2023, Ms.

Gunnerson also serves as the interim Chief Financial

Officer of Forza and she served as the Chief Financial Officer of Forza from October 15, 2021 until its initial public offering in August

Gunnerson served as the President and Chief Executive Officer of Art’s Way Manufacturing Co., Inc.

Way”) from October 18, 2007 until July 21, 2020, as its Chief Financial Officer from July 2004 until January 2012 and interim from

September 2012 until January 22, 2015 and again from May 31, 2018 until February 1, 2020.

Prior to joining Art’s Way in 2004, from

2001 until 2004 Ms.

Gunnerson was employed by Tyco Plastics Inc., where she was responsible for all of the functions of a controller.

Gunnerson was named a director of the Farm Equipment Manufacturers Association, from November 2016 through July 2020.

Yarborough’s history and experience developing products and managing the development of new products with us and make him a valuable

member of our board and management.

Independent Directors

Bard Rockenbach has been a member of our Board

of Directors since November 7, 2021.

Rockenbach has been a practicing attorney for 33 years.

Since January 2005, he has been the managing

partner of Burlington & Rockenbach, P.A., a trial and appellate litigation law firm in West Palm Beach, Florida.

Before forming Burlington

& Rockenbach, P.A., Rockenbach was a solo practitioner and also worked for insurance defense law firms throughout Florida.

is board certified by the Florida Bar Association in appellate practice and has over 250 published decisions.

In addition to his legal

experience, Mr.

Rockenbach has served on the Board of Directors of the Appellate Practice Section of the Florida Justice Association as

both a chairman and a director.

He was also the chairman of the Palm Beach County Bar Association Technology Committee.

has a Bachelor of Science in Accounting from the University of Florida and a Juris Doctor from the Stetson University College of Law.

We believe Mr.

Rockenbach’s broad understanding

of business and legal matters, as well as his passion for boats and sailing, make him an invaluable member of our Board and well qualified

to be a director of the Company.

James Melvin has been a member of our

Board of Directors since April 8, 2021.

Melvin, a multiple class world and national sailboat champion, is an innovative designer of

yachts and aircrafts.

He founded Morrelli & Melvin in 1992, a design and engineering company specializing in sailboats and yachts

and has served as its Chief Executive Officer since its inception.

Since October 2019, he has served as the President of Pro Coach Boats

LLC, a company he founded that manufacturer and sells boats, and since May 2019, he has served as the Chief Technology Officer of Argo

Rocket Marine LLC, a provider of space industry marine services and products.

Melvin received his degree in Aerospace Engineering

from Boston University.

We believe that Mr.

Melvin’s expertise in designing

boats and aircraft and managing all aspects of a boat company, as well as his passion for boats and sailing make him an invaluable member

of our Board and well qualified to be a director of the Company.

Neil Ross has been a member of our Board

of Directors since April 8, 2021.

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

of Directors since April 8, 2021 and was previously a member of the Forza X1, Inc.

Board of Directors.

He has over 30 years of experience

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and boating industry as well as his expertise in brand awareness and growth makes him well qualified to be a director of the Company.

Kevin Schuyler, CFA has been a member of our

Board of Directors since July 2022.

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.

Kevin Schuyler, CFA has served as our non-executive Chairman

of the Board since June 2022, our director since June 2022 and is our Lead Independent Director.

Kevin is a Managing Director for CornerStone

Partners, an institutional investment adviser.

Before joining CornerStone Partners in 2006, he was the chief investment officer at The

Nature Conservancy, the world’s largest not-for-profit conservation organization.

Kevin began his professional career working at

the Chicago Board of Trade with Louis Dreyfus Corporation and later was a management consultant with McKinsey & Company.

on the board of Wildrock, Inc., a local not-for-profit, and is a director and Chairman of the Board of Adial Pharmaceuticals, a NASDAQ-listed

company (ADIL).

A member of the Chartered Financial Analyst Society of Virginia, Kevin graduated with honors from Harvard College and

earned an MBA from the Darden Graduate School of Business at the University of Virginia.

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.

Schuyler’s business background

provides him with a broad understanding of the financial markets and the financing opportunities available to us.

Significant Employee

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.

Schuyler’s business background provides

him with a broad understanding of the financial markets and the financing opportunities available to us.

Marcia Kull has been a member of our Board of Directors since November

2024 and was previously a member of the Forza X1, Inc.

Board of Directors.

Since November 2017, Ms.

Kull has served as President of SheGoes,

A tested and successful marine industry executive, Marcia has guided founders and CEOs from start-ups to century-old companies in

executive sales, operations, and legal roles.

She served most recently as Chief Transition Officer for Seven Marine, a Wisconsin-based

outboard engine manufacturer, guiding integration efforts following Volvo Penta’s 2017 acquisition.

Marcia served as President of

Torqeedo, Inc., a world leader in marine electric propulsion, responsible for global revenue development and marketing.

Previously, she

was Vice President-Marine Sales for Volvo Penta, leading sales teams and distribution strategies for leisure and commercial marine segments

throughout the North America.

From 1996 through 2004, Marcia worked for Genmar Holdings, at the time the largest manufacturer of recreational

boats, rising to Senior Vice President- Operations, with overall responsibility for engine purchasing strategy, customer service and warranty

and product safety.

She also launched innovative dealer programs across the 2000+ Genmar global dealer network.

Marcia’s active

role in marine industry trade and governmental activities includes serving on the Executive Board of Directors for the National Marine

Manufacturer’s Association (NMMA) from 2013-2017.

She was Chairperson of the NMMA’s Engine Manufacturers Board of Directors,

the first woman to chair that committee, following a four-year stint as its Vice Chair.

She chaired the NMMA Boating Industry Risk Management

Council for six years.

In 2007, she was appointed to the National Boating Safety Advisory Council by the Secretary of the Department of

Homeland Security and served two terms as a manufacturer representative.

Kull also practiced as a trial attorney for over

11 years where she specialized in defending manufacturers in complex products liability, warranty and other business litigation.

received her bachelor’s degree from the University of Iowa and her JD from the University of Iowa College of Law.

We believe Ms.

Kull’s business experience, particularly

in the boating industry as well as her legal expertise makes her well qualified to be a director of the Company.

Family Relationships

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Board of Directors Composition

Our board of directors currently consists of six members.

The number of directors will be fixed by our board of directors, subject to the terms of our certificate of incorporation and bylaws.

Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until

his or her earlier death, resignation or removal.

Our board of directors currently consists of five

The number of directors will be fixed by our board of directors, subject to the terms of our certificate of incorporation and

Each of our current directors will continue to serve as a director until the election and qualification of his or her successor,

or until his or her earlier death, resignation or removal.

Our certificate of incorporation provides that our

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directors are divided among the three (3) classes as follows:

the Class I directors are Neil Ross and Bard Rockenbach, and their terms will expire at the annual meeting of stockholders to be held in 2025;

the Class II directors are James Melvin and Preston Yarborough, and their terms will expire at the annual meeting of stockholders to be held in 2026;

the Class I directors are Neil Ross and Marcia Kull, and their terms will expire at the annual meeting of stockholders to be held in 2025;

the Class II director is Preston Yarborough, and his terms will expire at the annual meeting of stockholders to be held in 2026;

the Class III directors are Kevin Schuyler and Joseph Visconti, and their terms will expire at the annual meeting of stockholders to be held in 2027.

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have the effect of delaying or preventing changes in control of our company.

In addition, under the terms of our certificate of

incorporation and our bylaws, members of our board of directors may only be removed for cause.

This may also have the effect of delaying

or preventing changes in control of our company.

Director Independence

Our common stock has traded The Nasdaq Capital Market,

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

Under the rules of Nasdaq, independent directors must comprise a majority

of a listed company’s board of directors within one year of the completion of its initial public offering.

In addition, the rules

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.

Our common stock has traded on The Nasdaq Capital

Market, or Nasdaq, under the symbol “VEEE” since July 21, 2021.

Under the rules of Nasdaq, independent directors must comprise

a majority of a listed company’s board of directors within one year of the completion of its initial public offering.

the rules 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

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information requested from and provided by each non-employee director concerning his or her background, employment and affiliations, including

family relationships, our board of directors has determined that none of Messrs.

Rockenbach, Ross, Melvin, and Schuyler have relationships

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these

directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under

the Exchange Act.

family relationships, our board of directors has determined that none of Ms.

Kull or Messrs.

Ross and Schuyler have relationships that

would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors

is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange

In making these determinations, our board of directors

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of the Board.

Our Board does not have a lead independent director.

Our Board has determined its leadership structure is appropriate and

effective given our stage of development.

Kevin Schuyler is the Board’s lead independent director.

Our Board does not have a formal policy as to whether the

same person should serve as our Chairman of the Board and Chief Executive Officer.

Our Board has determined its leadership structure is

appropriate and effective given our stage of development.

Board of Directors Committees

We currently have an audit committee, a compensation

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

committee and a nominating and corporate governance committee, each of which has 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

Audit Committee

Nominating and Corporate

Bard Rockenbach

Governance Committee

Kevin Schuyler

Audit Committee

The members of our audit committee consist of Bard

Rockenbach, James Melvin, Neil Ross and Kevin Schuyler.

The members of our audit committee consist of Marcia

Kull, Neil Ross and Kevin Schuyler.

Schuyler serves as the chair of our audit committee.

All of the members of

the audit committee are independent, as that term is defined under the rules of Nasdaq.

The primary purpose of the audit committee is

to oversee the quality and integrity of our accounting and financial reporting processes and the audit of our financial statements.

Specifically,

the audit committee will:

All of the members of the audit committee

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

The primary purpose of the audit committee is to oversee the quality

and integrity of our accounting and financial reporting processes and the audit of our financial statements.

Specifically, the audit committee

select and hire the independent registered public accounting firm to audit our financial statements;

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review the adequacy and effectiveness of our internal controls and disclosure controls and procedure;

review our policies on risk assessment and risk management;

review our policies on financial risk assessment and financial risk management;

review related party transactions;

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

Compensation Committee

Our compensation committee consists of Bard Rockenbach,

James Melvin, Neil Ross and Kevin Schuyler.

Our compensation committee consists of Marcia Kull,

Neil Ross and Kevin Schuyler.

Schuyler serves as the chair of our compensation committee.

All of the members of our

compensation committee are independent, as that term is defined under the rules of Nasdaq.

Our compensation committee oversees our compensation

policies, plans and benefits programs.

All of the members of our compensation committee

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

Our compensation committee oversees our compensation policies, plans

and benefits programs.

The compensation committee also:

oversees our overall compensation philosophy and compensation policies, plans and benefit programs;

reviews and recommends to our board of directors for approval compensation for our executive officers and directors;

reviews and approves, or recommends to our board of directors for approval, compensation for our executive officers and directors;

prepares the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer deemed to be an emerging growth company or a smaller reporting company;

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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 nominating and

Nominating and

Corporate Governance Committee

The members of our nominating and corporate governance

committee consist of Marcia Kull, Neil Ross and Kevin Schuyler.

Neil Ross serves as the chair of our nominating and corporate governance

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

Our nominating and corporate governance

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

Specifically,

the nominating and corporate governance committee:

Our nominating and corporate governance committee oversees

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

Specifically, 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;

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website at www.twinvee.com .

We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any

principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions

or our directors on our website identified above.

The inclusion of our website address in this Annual Report does not include or incorporate

by reference the information on our website into this Annual Report.

We will provide any person, without charge, upon request, a copy

of our code of conduct and ethics.

Such requests should be made in writing to the attention of Glenn Sonoda, Secretary, Twin Vee PowerCats

Co., 3101 US-1 Fort Pierce, Florida 34982.

We intend to disclose future amendments to such code, or any waivers of its requirements, applicable

to any principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar

functions or our directors on our website at www.twinvee.com .

The inclusion of our website address in this Annual Report does not

include or incorporate by reference the information on our website into this Annual Report.

We will provide any person, without charge,

upon request, a copy of our code of conduct and ethics.

Such requests should be made in writing to the attention of Glenn Sonoda, Secretary,

Twin Vee PowerCats Co., 3101 US-1 Fort Pierce, Florida 34982.

Insider Trading Policy

We maintain an Insider Trading Policy that contains

prohibitions on, among other items, directors, officers and employees purchasing or selling our securities while in possession of material,

non-public information.

While our executive officers are not required to enter into trading plans in advance of any transactions in our

securities, our executives and directors are permitted to enter into trading plans that are intended to comply with the requirements of

Rule 10b5-1 of the Exchange Act.

The Insider Trading Policy also requires the Company to comply with all insider trading laws, rules and

regulations, and any applicable listing standards when engaging in transactions in its own securities.

Limitation of Liability and Indemnification

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31, 2024, which consisted of our principal executive officer and the next most highly compensated executive officers, were:

Visconti , President and Chief Executive Officer

Visconti , President and Chief Executive

Dickerson, Chief Financial &

Administrative Officer

Preston Yarborough , Vice President

Carrie Gunnerson , Chief Financial Officer

Summary Compensation Table

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Name and Principal Position

Awards ($)(1)

Option Awards ($)(1)

All Other Compensation ($)

President and Chief Executive Officer

Dickerson (6)

Chief Financial & Administrative Officer

Preston Yarborough

Vice President

Carrie Gunnerson

Chief Financial Officer

Options issued pursuant to the Twin Vee 2021 Stock Incentive Plan and the Forza 2022 Stock Incentive Plan.

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, 2023 in accordance with ASC 718.

Options issued pursuant to the 2021 Plan and Forza’s 2022 Stock Incentive Plan (the “2022 Plan”).

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 years ended December 31, 2024 and 2023 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 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, $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 $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)

For a discussion of the assumptions used in computing this valuation, see Note 13 to the consolidated financial statements included in this annual report.

Visconti serves.

as our Chief Executive Officer, President and Chair of the Board.

He resigned the role of President in July 2024 and was reappointed to such role on January 22, 2025.

The Summary Compensation Table does not include the following compensation paid to Mr.

Visconti by Forza in connection with his employment as an executive officer of Forza prior to the Merger:

(i) salary of $124,618 and $75,000 during 2024 and 2023, respectively;

(ii) bonus payments of $0 during 2024 and 2023, respectively;

and (ii) stock option awards with a grant date fair value of $0 and $80,016 during 2024 and 2023, respectively.

Visconti was appointed Forza’s Executive Chairman and Chief of Product Development in July 2022.

In March 2024, Mr.

Visconti was appointed as Forza’s Interim Chief Executive Officer.

Consists of $30,000 of car expense paid, $21,578 of health insurance expense, and $1,362 of life insurance paid in 2024 and $30,000 of car expense paid, $18,461 of health insurance expense, and $1,297 of life insurance paid in 2023.

Consists of $11,094 of health insurance expense paid and $25,000 paid for relocation expenses paid in 2024.

Consists of $12,000 of car expenses paid and $21,578 of health insurance expense paid in 2024 and$12,000 of car expenses paid and $11,036 of health insurance expense paid in 2023.

Represents a partial year beginning April 4, 2024.

Outstanding Equity Awards at Fiscal Year-End

(December 31, 2024)

The following table provides information about the

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Option Awards

of Securities Underlying

Unexercised Options

(Exercisable)

of Securities Underlying

Unexercised Options

(Unexercisable)

Exercise Price

Expiration Date

Equity Incentive Plan

Number of Securities Underlying Unexercised Options (Exercisable)

Number of Securities Underlying Unexercised Options (Unexercisable)

Option Exercise Price

Option Expiration Date

Equity Incentive Plan Awards:

Number of Unearned Shares That Have Not Vested

Incentive Plan Awards:

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares That Have Not Vested

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Executive Officer

Chief Financial &

Administrative Officer

Preston Yarborough

Vice President

Carrie Gunnerson

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) 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.

On July 23, 2021, options were granted under the 2021 Plan, vesting monthly over 3 years.

On August 11, 2022, options were granted under the 2022 Plan, vesting monthly over 3 years.

Options were assumed by Twin Vee in connection with the Merger.

On October 20, 2022, options were granted under the 2021 Plan, vesting monthly over 3 years.

On December 15, 2022, options were granted under the 2022 Plan, vesting monthly over 3 years.

Options were assumed by Twin Vee in connection with the Merger.

On October 4, 2023, options were granted, under the Twin Vee 2021 Stock Incentive Plan, vesting monthly over 3 years.

On October 4, 2023, options were granted under the 2022 Plan, vesting monthly over 3 years.

Options were converted to Twin Vee options in connection with the Merger.

On April 4, 2024, options were granted under the 2021

Plan, with the first 25,000 shares vesting six months after the date of grant and the remaining shares vesting on the first day of each

month thereafter, pro rata monthly over the next 30 months.

On June 26, 2024, options were granted under the 2021

Plan, vesting annually over 4 years.

On June 27, 2024, options were granted, under the

Twin Vee 2021 Stock Incentive Plan, vesting annually over 4 years.

Employment Arrangements with Our Named Executive

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Twin Vee entered into a five-year employment agreement

Visconti (the “Visconti Employment Agreement”) effective upon the closing of the initial public offering in July

Visconti effective upon the closing of the initial public offering in July 2021, which was amended on October 20, 2022 (as

amended, the “Visconti Employment Agreement”).

Under the Visconti Employment Agreement, Mr.

Visconti serves as Twin Vee’s President and Chief Executive Officer.

an annual base salary of $250,000 and is eligible to receive an annual performance cash bonus with a target amount equal to 125% of his

annual base salary, based upon achievement of performance goals established by the compensation committee of Twin Vee’s board of

Upon the completion of Twin Vee’s initial public offering in July 2021, Mr.

Visconti received a stock option to purchase

272,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting pro rata on a monthly basis over a three-year period subject

to continued employment through each vesting date.

Visconti serves as Twin Vee’s

President and Chief Executive Officer.

He receives an annual base salary of $250,000 and is eligible to receive an annual performance

cash bonus with a target amount equal to 120% of his annual base salary, based upon achievement of performance goals established by the

compensation committee of Twin Vee’s board of directors.

Upon the completion of Twin Vee’s initial public offering in July

Visconti received a stock option to purchase 272,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting pro

rata on a monthly basis over a three-year period subject to continued employment through each vesting date.

On October 20, 2022, Mr.

Visconti received a stock option to purchase 250,000 shares

of Twin Vee’s common stock under the 2021 Plan, vesting pro rata on a monthly basis over a three-year period subject to continued

employment through each vesting date.

received a stock option to purchase 250,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting pro rata on a monthly

basis over a three-year period subject to continued employment through each vesting date.

The Visconti Employment Agreement provides that Mr.

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(iv) by us for cause (as defined in the Visconti Employment Agreement);

(v) by Twin Vee

without cause;

(v) by us without

or (vi) by Mr.

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and full vesting for any outstanding,

unvested equity awards granted under the Twin Vee 2021 Plan.

Visconti’s outstanding vested stock options in Twin Vee will generally

remain exercisable no longer than six months following such a termination.

unvested equity awards granted under the 2021 Plan.

Visconti’s outstanding vested stock options in Twin Vee will generally remain

exercisable no longer than six months following such a termination.

In the event of a termination by Twin Vee without

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such a termination.

entered into a five-year employment agreement with Mr.

Dickerson (the “Dickerson Employment Agreement”) effective April 4,

Under the Dickerson Employment Agreement, Mr.

Dickerson serves as Twin Vee’s Chief Financial and Administrative Officer.

receives an annual base salary of $200,000 and is eligible to receive an annual performance cash bonus with a target amount equal to 50%

of his annual base salary, based upon achievement of performance goals established by the compensation committee of Twin Vee’s board

of directors.

Dickerson also received a stock option to purchase 150,000 shares of Twin Vee’s common stock under its 2021 Plan,

vesting as follows:

One-sixth (25,000) of the Option vesting six months after the issuance date and subsequently in thirty (30) equal

monthly installments commencing on the first day of the month thereafter, subject to his continued employment through each such vesting

The Dickerson

Employment Agreement provides that Mr.

Dickerson is eligible to participate in all benefit and fringe benefit plans generally made available

to Twin Vee’s other executive officers.

In addition, he is entitled to four weeks of paid time off per year.

Twin Vee pays up to

$2,000 per month towards Mr.

Dickerson and Mr.

Dickerson’s family health insurance coverage.

Moreover, Mr.

Dickerson was paid $25,000

for relocation expenses and temporary lodging after the Dickerson Employment Agreement was executed.

that Twin Vee earns Eight Million Dollars ($8,000,000) in top line revenue for any rolling three-month period, the Dickerson Employment

Agreement states that Twin Vee shall start paying for the entire cost of medical insurance coverage for Mr.

Dickerson and his family throughout

the Term of the Agreement.

Dickerson shall also start receiving a $1,000 a month car allowance throughout the Term of the Agreement.

The Dickerson

Employment Agreement provides that it shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability of Mr.

Dickerson upon 90 days written notice to Twin Vee;

(iv) by Twin Vee for cause (as defined in the Dickerson Employment

or (v) by Twin Vee without cause.

to the Dickerson Employment Agreement, Mr.

Dickerson is subject to a one-year post-termination non-compete and non-solicit of employees

He is also bound by confidentiality provisions.

of a termination by Twin Vee without cause after the first three (3) months following the effective date of the Dickerson Employment Agreement,

Dickerson will receive an aggregate of six months of salary continuation at his then-current base annual salary, paid out in equal

installments over a six-month period.

of any termination benefits described above is subject to Mr.

Dickerson’s execution of a release of claims in favor of the Company,

a form of which is attached as an exhibit to the Dickerson Employment Agreement.

Dickerson’s termination due to death or disability not in connection with a change in control, Mr.

Dickerson will receive

full vesting or any outstanding, unvested equity awards granted under the 2021 Plan.

In the event of Mr.

Dickerson’s termination

due to death or disability in connection with a change in control, Mr.

Dickerson will receive full vesting or any outstanding, unvested

equity awards granted under any of our equity incentive plans.

Dickerson’s outstanding vested stock options will generally remain

exercisable no longer than six months following such a termination.

Preston Yarborough

Twin Vee entered into a five-year employment agreement

Yarborough (the “Yarborough Employment Agreement”) effective upon the closing of Twin Vee’s initial public

offering in July 2021.

We entered into a five-year employment agreement with

Yarborough effective upon the closing of Twin Vee’s initial public offering in July 2021, which was amended on June 27,

2024 (as amended, the “Yarborough Employment Agreement”).

Under the Yarborough Employment Agreement, Mr.

Yarborough serves as Twin Vee’s Vice President and Director

of Product Development.

He receives an annual base salary of $160,000 and is eligible to receive an annual performance cash bonus with

a target amount equal to 50% of his annual base salary, based upon achievement of performance goals established by the compensation committee

of Twin Vee’s board of directors.

Upon the completion of Twin Vee’s initial public offering in July 2021, Mr.

Yarborough received

a stock option to purchase 136,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting monthly over a three-year period

subject to continued employment through each vesting date.

Yarborough serves

as our Vice President and Director of Product Development.

He receives an annual base salary of $200,000 and is eligible to receive an

annual performance cash bonus with a target amount equal to 50% of his annual base salary, based upon achievement of performance goals

established by the compensation committee of our board of directors.

Upon the completion of our initial public offering in July 2021,

Yarborough received a stock option to purchase 136,000 shares of our common stock under the 2021 Plan, vesting monthly over a three-year

period subject to continued employment through each vesting date.

The Yarborough Employment Agreement provides that

Yarborough would be eligible to participate in all benefit and fringe benefit plans generally made available to Twin Vee’s other

executive officers.

In addition, he is entitled to (i) four weeks of paid vacation per year, (ii) a $1,000 a month car allowance and (iii)

the cost of medical insurance for coverage for Mr.

Yarborough would be eligible to participate in all benefit and fringe benefit plans generally made available to our other executive

In addition, he is entitled to (i) four weeks of paid vacation per year, (ii) a $1,000 a month car allowance and (iii) the cost

of medical insurance for coverage for Mr.

Yarborough and his family.

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(ii) due to death or disability of Mr.

without good reason upon 90 days written notice to Twin Vee;

(iv) by Twin Vee for cause (as defined in the Yarborough Employment Agreement);

(v) by Twin Vee without cause;

without good reason upon 90 days written notice to us;

(iv) by us for cause (as defined in the Yarborough Employment Agreement);

us without cause;

or (vi) by Mr.

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He is also bound by confidentiality

In the event of a termination by Twin Vee without

cause or a termination by Mr.

In the event of a termination by us without cause

or a termination by Mr.

Yarborough for good reason other than in connection with a change in control, Mr.

Yarborough will receive:

an aggregate of nine months of salary continuation at his then-current base annual salary, paid out in equal installments over a six month

aggregate of nine months of salary continuation at his then-current base annual salary, paid out in equal installments over a six month

payment of any amount of annual bonus accrued for the year prior to the date of termination;

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pro-rated based on the number of days in the termination year that Mr.

Yarborough was employed by Twin Vee (paid when Twin Vee’s

other senior executives receive payment of their annual bonuses);

Yarborough was employed by us (paid when our other senior executives

receive payment of their annual bonuses);

reimbursement of COBRA premiums for up to nine months;

and full vesting

for any outstanding, unvested equity awards granted under the Twin Vee 2021 Plan.

Yarborough’s outstanding vested stock options

will generally remain exercisable no longer than six months following such a termination.

In the event of a termination by Twin Vee without

cause or a resignation by Mr.

and full vesting for any outstanding,

unvested equity awards granted under the 2021 Plan.

Yarborough’s outstanding vested stock options will generally remain exercisable

no longer than six months following such a termination.

In the event of a termination by us without cause

or a resignation by Mr.

Yarborough for good reason within twelve months following a change in control, Mr.

Yarborough will receive

an aggregate of twelve months of salary continuation at his then-current base annual salary, paid out in equal installments over a twelve

Yarborough will receive an

aggregate of twelve months of salary continuation at his then-current base annual salary, paid out in equal installments over a twelve

month period;

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annual bonus for the year of termination based on the number of days in the termination year that Mr.

Yarborough was employed by Twin

payment of one time his then-current target annual bonus;

Yarborough was employed by us;

payment of one time his then-current target annual

reimbursement of COBRA premiums for up to twelve months;

and full vesting

for any outstanding, unvested equity awards granted under the Twin Vee 2021 Plan.

Yarborough’s outstanding vested stock options

will generally remain exercisable no longer than six months following such a termination.

and full vesting for any outstanding, unvested equity awards granted under

the Twin Vee 2021 Plan.

Yarborough’s outstanding vested stock options will generally remain exercisable no longer than six months

following such a termination.

The receipt of any termination benefits described

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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

Twin Vee entered into a five-year employment agreement

Gunnerson (the “Gunnerson Employment Agreement”) effective in October 2021.

Under the Gunnerson Employment Agreement,

Gunnerson serves as Twin Vee’s Chief Financial Officer.

She receives an annual base salary of $211,000 and is eligible to receive

an annual performance cash bonus with a target amount equal to 30% of her annual base salary, based upon achievement of performance goals

established by the compensation committee of Twin Vee’s board of directors.

Gunnerson also received a stock option to purchase

136,000 shares of Twin Vee’s common stock under its 2021 Plan, vesting monthly over a five-year period subject to continued employment

through each vesting date.

The Gunnerson Employment Agreement provides that Ms.

Gunnerson is eligible to participate in all benefit and fringe benefit plans generally made available to Twin Vee’s other executive

In addition, she is entitled to four weeks of paid vacation per year.

The Gunnerson Employment Agreement provides that it

shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability of Ms.

Gunnerson without

good reason upon 90 days written notice to Twin Vee;

(iv) by Twin Vee for cause (as defined in the Gunnerson Employment Agreement);

by Twin Vee without cause;

or (vi) by Ms.

Gunnerson for good reason (as defined in the Gunnerson Employment Agreement).

Pursuant to the Gunnerson Employment Agreement, Ms.

Gunnerson is subject to a one-year post-termination non-compete and non-solicit of employees and clients.

She is also bound by confidentiality

In the event of a termination by Twin Vee without

cause or a termination by Ms.

Gunnerson for good reason during the first six (6) months following the effective date of the Gunnerson

Employment Agreement, Ms.

Gunnerson will receive an aggregate of three months of salary continuation at her then-current base annual salary,

paid out in equal installments over a three-month period.

In the event of a termination by Twin Vee without cause or a termination by

Gunnerson for good reason after the first six (6) months following the effective date of the Gunnerson Employment Agreement, Ms.

will receive an aggregate of six months of salary continuation at her then-current base annual salary, paid out in equal installments

over a six-month period.

Gunnerson’s outstanding vested stock options will generally remain exercisable no longer than six months

following such a termination.

The receipt of any termination benefits described

above is subject to Ms.

Gunnerson’s execution of a release of claims in favor of the Company, a form of which is attached as an

exhibit to the Gunnerson Employment Agreement.

In the event of Ms.

Gunnerson’s termination

due to death or disability, Ms.

Gunnerson will receive full vesting or any outstanding, unvested equity awards granted under the 2021

Gunnerson’s outstanding vested stock options will generally remain exercisable no longer than six months following such

a termination.

On March 4, 2024, Mrs.

Gunnerson provided notice of

resignation to be effective May 31, 2024.

to be rendered by him as Interim Plant Manager of the AquaSport manufacturing plant in White Bluff Tennessee.

This arrangement ended January

Employee Benefit and Stock Plans

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In its discretion, the compensation committee may delegate all or part of its authority and duties with respect to granting awards

to one or more of our officers, subject to certain limitations and provided applicable law so permits.

to one or more of our officers, subject to certain limitations and provided applicable law permits.

Our board of directors may amend, alter or discontinue

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Shares of Stock Available for Issuance

Subject to certain adjustments, the maximum number of shares of common

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

In addition, the maximum number

of shares of common stock that may be issued under the 2021 Plan automatically increases 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, by 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.

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

2021 Plan imposes a 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 of 1,000,000 shares.

The total number of shares authorized for issuance under the

2021 Plan increased on January 1, 2024 to 2,171,800 shares of our common stock.

In addition, effective as of November 11, 2024, the 2021

Plan was amended to increase the number of shares of common stock available for issuance thereunder by 1,000,000 shares to 3,171,800 shares.

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

The total number of shares available for issuance

further increased on January 1, 2025 to 3,841,150 shares of our common stock.

Forza’s 2022 Stock Incentive Plan

At the Effective Time of the Merger, we assumed Forza’s

2022 Plan, and every stock option that was outstanding and unexercised immediately prior to the Effective Time under the Forza Plan, whether

or not vested, was automatically converted into an option to purchase shares of Twin Vee Common Stock that the holder would have received

if such holder had exercised such stock option to purchase shares of Forza common stock prior to the Merger and exchanged such shares

for shares of Twin Vee Common Stock in accordance with the Merger exchange ratio.

The principal provisions of the 2022 Plan are summarized

Administration

The 2022 Plan vests broad powers in a committee to

administer and interpret the 2022 Plan.

Forza’s board of directors designated its compensation committee to administer the 2022

Except when limited by the terms of the 2022 Plan, the compensation committee had the authority to, among other things:

persons to be granted awards;

determine the type, size and term of awards;

establish performance objectives and conditions for earning

and delegate all or part of its authority and duties with respect to granting awards to one or more of Forza’s officers,

subject to certain limitations and provided applicable law so permits.

Following our assumption of the 2022 Plan, the compensation committee

of our board of directors has the authority to:

determine whether any performance objectives or conditions for earning awards have been

and accelerate the vesting or exercisability of an award.

Our board of directors may amend, alter or discontinue

the 2022 Plan and the compensation committee may amend any outstanding award at any time;

provided, however, that no such amendment or

termination may adversely affect awards then outstanding without the holder’s permission.

In addition, any amendments seeking to

increase the total number of shares reserved for issuance under the 2022 Plan or modifying the classes of participants eligible to receive

awards under the 2022 Plan would require ratification by our stockholders in accordance with applicable law.

Additionally, as described

more fully below, neither the compensation committee nor the board of directors is permitted to reprice outstanding options or stock appreciation

rights without stockholder consent.

Any of Forza’s employees, directors, consultants,

and other service providers, or those of its affiliates, were eligible to participate in the 2022 Plan and could be selected by Forza’s

compensation committee to receive an award.

Forza’s compensation committee determined the

vesting conditions for awards.

These conditions may include the continued employment or service of the participant, the attainment of

specific individual or corporate performance goals, or other factors as determined in the compensation committee’s discretion (collectively,

“Vesting Conditions”).

Shares of Stock Available for Issuance

Subject to certain adjustments, the maximum number

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

of shares of common stock that could be issued under the 2022 Plan in connection with awards was1,970,250 shares, which takes into account

awards made available on January 1, 2024 due to the evergreen provision in the 2022 Plan, provided that no further awards shall be made

out of the 2022 Plan following its assumption by us.

In addition, the 2022 Plan provided for the maximum number of shares of common

stock that may be issued thereunder to automatically increase on January 1 of each calendar year for a period of ten years commencing

on January 1, 2024 and ending on (and including) January 1, 2033, in a number of shares of common stock equal to 4.5% of the total number

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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.

Forza issued options to purchase an aggregate of 985,500 shares of its common stock, which were converted into options to purchase

an aggregate of 602,788 shares of our common stock in connection with the Merger.

All available shares could be utilized toward the grant

of any type of award under the 2022 Plan.

The 2022 Plan imposed 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.

Director Compensation

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Cash Compensation

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;

$12,000 per year additionally for service as chair of the audit committee;

$5,000 per year additionally for service as member of the audit committee (excluding committee chair);

$10,000 per year additionally for service as chair of the compensation committee;

$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 nominating and corporate governance committee;

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

Our directors’ cash compensation for the year

ended December 31, 2024 changed from the previous year after the merger of Forza into Merger Sub, our wholly-owned subsidiary.

The non-employee

directors are entitled to receive the following cash compensation for their services:

$100,000 per year for Kevin Schuyler for his service as the lead independent director, a board member, chair of the audit committee and the compensation committee, and as member of the nominating and corporate governance committee

$45,000 per year for Neil Ross for his service as a board member, chair of the nominating and corporate governance committee, and as a member of the audit committee and the compensation committee;

$45,000 per year for Marcia Kull for her service as a board member and as a member of the audit committee, the compensation committee, and the nominating and corporate governance committee.

All cash payments to non-employee directors who served

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Equity Compensation

Each non-employee director who served as a director

during 2021 received an initial grant of non-qualified stock options under our 2021 Plan to purchase 5,500 shares of our common stock,

which options vest pro rata on a monthly basis over a period of twelve months from the grant date, subject to the grantee’s

continued service through that date.

Each non-employee director who served as a director during 2022 received a grant of non-qualified

stock options under our 2021 Plan to purchase 5,500 shares of our common stock, which options vest pro rata on a monthly

basis over a period of twelve months from the grant date, subject to the grantee’s continued service through that date.

During the year ended December 31, 2023, no equity

compensation was awarded to any directors.

However, each non-employee director who served as a director during 2023 received a grant of

non-qualified stock options under our 2021 Plan to purchase 5,500 shares of our common stock, which vested upon issue on August 16, 2024.

During the year ended December 31, 2024, no equity

compensation was awarded to any directors.

Director Compensation Table

The following table sets forth information regarding

the compensation earned for service on our board of directors by our non-employee directors during the year ended December 31, 2023.

compensation for each of Messrs.

Visconti and Yarborough as an executive officer is set forth above under “—Summary Compensation

Table.” Messrs.

Visconti and Yarborough receive no compensation for service as a director.

the compensation earned for service on our board of directors by our non-employee directors during the year ended December 31, 2024, including

service on the Twin Vee board as well as the Forza board, as applicable.

The compensation for each of Messrs.

Visconti and Yarborough

as an executive officer is set forth above under “—Summary Compensation Table.” Messrs.

Visconti and Yarborough receive

no compensation for service as directors.

Fees Earned or Paid in Cash ($)

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Bard Rockenbach(1)

James Melvin(1)

Kevin Schuyler

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:

Marcia Kull(2)

By letters dated November 12, 2024, Bard Rockenbach and James Melvin provided

notice to the Company that they would resign as directors of Twin Vee PowerCats Co.

effective upon the effectiveness of the merger of

Forza X1, Inc.

into Twin Vee Merger Sub, Inc., a subsidiary of Twin Vee PowerCats Co.

The merger became effective on November 26, 2024.

Marcia Kull joined the Board of Directors of Twin Vee PowerCats Co.

once the merger of Forza X1, Inc.

into Twin Vee Merger Sub, Inc., a subsidiary of Twin Vee PowerCats Co.

became effective on November 26, 2024.

As of December 31, 2024, the following are the outstanding aggregate number of option awards held by each of our directors and former directors who were not also Named Executive Officers:

Option Awards (#)

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Kevin Schuyler

During 2023, each non-employee member of the Board of Directors received

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 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

and Related Stockholder Matters.

During 2024, before the merger of Forza X1, Inc.

Twin Vee Merger Sub, Inc., a subsidiary of Twin Vee PowerCats Co.

became effective, each non-employee member of the Board of Directors

received 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 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.

However, each non-employee director who served as a director during 2023 received a

grant of non-qualified stock options under our 2021 Plan to purchase 5,500 shares of our common stock, which vested upon issue on August

On November 26, 2024, the Effective Date of the Merger,

each non-employee member of the Board of Directors who was also a non-employee member of the Board of Directors of Forza X1, Inc.

converted Twin Vee option grants.

Specifically, each option to purchase shares of Forza X1, Inc.

Common Stock that was outstanding and

unexercised immediately prior to the effective date of the Merger, whether or not vested, issued under the Forza 2022 Stock Incentive

Plan was assumed by Twin Vee and converted into an option to purchase shares of Twin Vee Common Stock.

As such, Kevin Schuyler, Neil Ross,

and Marcia Kull were originally issued option grants exercisable for 5,500 shares of Forza X1, Inc.

common stock on August 11, 2022, all

of which had vested prior to the Effective Time.

Upon the effectiveness of the Merger, their Forza options were converted into option

grants exercisable for 3,364 shares of our common stock, which vested upon issue on November 26, 2024.

Additionally, effective as of the closing of the merger

of Forza X1, Inc.

into Twin Vee Merger Sub, Inc., a subsidiary of Twin Vee PowerCats Co., Kevin Schuyler was appointed by Twin Vee as

lead independent director and the compensation payable to the Twin Vee’s directors was adjusted as follows:

(i) Kevin Schuyler,

lead independent director:

$100,000 per year;

(ii) Neil Ross – independent director:

$45,000 per year;

and (iii) Marcia Kull –

independent director:

$45,000 per year.

Company Policies and Practices Related to the

Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Company does not have a formal policy on the timing

of awards of options in relation to the disclosure of material nonpublic information by the Company.

Our compensation committee does not

seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly

Option grants are effective on the date the award determination is made by our compensation committee, and the exercise price

of options is the closing market price of our common stock on the date of the grant or, if the grant is made on a weekend or holiday,

on the prior business day.

During the fiscal year ended December 31, 2024,

we did not award any options to a named executive officer in the period beginning four business days before the filing of a periodic report

on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information,

and ending one business day after the filing or furnishing of such report, except as set forth in the table below:

Number of securities

underlying the award

Exercise price of the

Grant date fair value of the award

Percentage change in the

closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of

material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic

Preston Yarborough

(1) Received in connection with the Merger in exchange options to purchase shares of Forza Common Stock.

share of Forza Common Stock was exchanged for 0.611666275 shares of Twin Vee Common Stock on the effective date of the Merger.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters.

The following table sets forth the beneficial ownership

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all of our current executive officers and directors as a group.

As of March 27, 2024, we had 9,520,000 shares of common

stock outstanding.

As of March 17, 2025, we had 14,874,452 shares of

common stock outstanding.

We have determined beneficial ownership in accordance

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Named Executive Officers and Directors

Joseph Visconti (1)

Dickerson (2)

Preston Yarborough (3)

James Melvin (3)

Kevin Schuyler (4)

Bard Rockenbach (5)

Neil Ross (4)

Carrie Gunnerson (6)

Kevin Schuyler (5)

Marcia Kull (6)

All current executive officers and directors as a group (6 persons)

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Marathon Micro Fund, L.P.

AWM Investment Company, Inc.

and affiliates (8)

Represents beneficial ownership of less than one percent.

Joseph Visconti was issued 2,321,152 shares of our common stock upon the consummation of the Merger between us and Twin Vee Inc.

Visconti was granted an option to purchase 272,000 shares of our common stock upon the consummation of our initial public offering, and was granted an additional option to purchase 250,000 shares of our common stock on October 20, 2022.

There are 388,832 shares of common stock that 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.

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

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;

of which 11,000 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 each of Messrs.

Melvin and Ross.

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

Schuyler was awarded an option to purchase 5,500 shares of the Company’s common stock at an exercise price of $2.62 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.

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 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 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.

Kennedy, the partner of Marathon Micro Fund, L.P.

The address of Marathon Micro Fund, L.P.

is 4 North Park drive, Suite 106, Hunt Valley, Maryland 34982.

Information is based upon a Schedule 13G filed with the SEC on February 14, 2024.

AWM Investment Company, Inc., a Delaware corporation (“AWM”) is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN) and Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP).

(CAYMAN and SSFQP, will hereafter be referred to as the Funds).

The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature.

Greenhouse (Greenhouse) and Adam C.

Stettner (Stettner) are members of:

SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN and MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP.

Greenhouse and Stettner are also controlling principals of AWM.

As the investment adviser to the Funds, AWM holds sole voting and investment power over 218,284 shares of our common stock held by CAYMAN and 730,778 Shares held by SSFQP.

The address of AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.

Palm Management (US) LLC (8)

* Represents beneficial ownership of less than

Visconti owns an aggregate of 2,429,142 shares of common stock and options to purchase an aggregate of 1,215,911 shares of common stock, of which options to purchase an aggregate of 932,312 shares will vest and be exercisable within 60 days of March 17, 2025.

Dickerson owns an aggregate of 111,166 shares of common stock and options to purchase an aggregate of 300,000 shares of common stock, of which options to purchase an aggregate of 54,169 shares will vest and be exercisable within 60 days of March 17, 2025.

Yarborough owns an aggregate of 38,357 shares of common stock and options to purchase an aggregate of 306,874 shares of common stock, of which options to purchase an aggregate of 226,347 shares will vest and be exercisable within 60 days of March 17, 2025.

Ross owns an aggregate of 19,033 shares of common stock and options to purchase an aggregate of 19,864 shares of common stock, of which options to purchase an aggregate of 19,864 shares will vest and be exercisable within 60 days of March 17, 2025.

Schuyler owns an aggregate of 62,530 shares of common stock and options to purchase an aggregate of 14,364 shares of common stock, of which options to purchase an aggregate of 14,364 shares will vest and be exercisable within 60 days of March 17, 2025.

Kull owns an aggregate of 2,817 shares of common stock and options to purchase an aggregate of 3,364 shares of common stock, of which options to purchase an aggregate of 3,364 shares will vest and be exercisable within 60 days of March 17, 2025.

Information is based upon a Schedule 13G/A filed with the SEC on January 30, 2023 by Marathon Micro Fund, L.P.

(“Marathon”).

Kennedy is the partner of Marathon.

The address of Marathon is 4 North Park drive, Suite 106, Hunt Valley, Maryland 34982.

Information is based upon a Schedule 13D/A filed with the SEC on or about November 27, 2024 by Palm Global Small Cap Master Fund LP (“Palm Global”);

Palm Management (US) LLC (“Palm Management”), the investment manager of Palm Global;

Horowitz, the portfolio manager of Palm Global;

and Bradley C.

Palmer, the sole member of Palm Global.x1 The address of Palm Global, Palm Management, Mr.

Horowitz, and Mr.

Palmer is 19 West Elm Street, Greenwich, CT 06830.

Changes In Control

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Information for certain information regarding our equity compensation plans.

Certain Relationships and Related

Transactions, and Director Independence.

Certain Relationships and Related Transactions, and

Director Independence.

Related Party Transactions

Each of the related party transactions described below

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on the website of the SEC at www.sec.gov .

In addition to the compensation arrangements, including

employment, termination of employment and change in control arrangements, with our directors and executive officers, including those discussed

Executive Compensation” the following is a description of each transaction since January 1, 2022 or any currently

proposed transaction in which:

The following is a description of each transaction

since January 1, 2023 or any currently proposed transaction in which:

we have been or are to be a party to;

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Compensation” in Part III, Item 11.

On December 5, 2022 (the “Closing Date”),

pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2022 (the “Merger Agreement”), by and

between us and Twin Vee PowerCats, Inc.

(“Twin Vee Inc.”), our then parent corporation and owner of 4,000,000 shares of our

common stock representing 76% of our common stock.

was merged with and into our company (the “Merger”).

The Merger became

effective on December 5, 2022at which time (a) the holders of Twin Vee Inc.

common stock received in the Merger one share of our common

stock in exchange for each 41.7128495 shares of Twin Vee Inc.

common stock that they owned, for a maximum of 4,000,000 shares of our common

stock (no fractional shares of our common stock were issued) and (b) the 4,000,000 shares of our common stock held by Twin Vee Inc.

canceled and retired.

Each holder of shares of Twin Vee Inc.

common stock who would otherwise be entitled to a fraction of a share

of our common stock (after aggregating all fractional shares of our common stock that otherwise would be received by such holder) received

in lieu of such fraction of a share cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying

such fraction by $2.09, which was equal to the volume weighted average closing trading price of a share of our common stock for the five

consecutive trading days ending immediately prior to December 5, 2022.

After the Merger, we.

had approximately 9,520,000 shares of our

common stock outstanding, which is substantially the same as it was immediately prior to the Merger.

Joseph Visconti, our Chief Executive

Officer and Chairman of the Board was the largest stockholder of Twin Vee Inc.

and received 2,243,916 shares of our common stock upon

consummation of the Merger in exchange for the shares of common stock of Twin Vee Inc.

that he owned , representing approximately 22%

of our outstanding shares of common stock and Preston Yarbrough, our Vice President and Director of Product Development was issued 38,357

shares of our common stock upon consummation of the Merger in exchange for the shares of common stock of Twin Vee Inc.

that he owned

We lease our facility from Visconti Holdings, LLC,

(“Visconti Holdings”) an entity owned and controlled by our Chief Executive Officer, President and Director, Joseph Visconti,

Lease Agreement

with Visconti Holdings

We lease our facility from Visconti Holdings,

LLC, (“Visconti Holdings”) an entity owned and controlled by our Chief Executive Officer, President and Director, Joseph Visconti,

pursuant to a lease agreement (the “Lease Agreement”), dated January 1, 2021, by and among the Company, Visconti Holdings,

LLC and Twin Vee Inc., our former majority shareholder company.

The Lease Agreement currently has a 5-year term, with an option to renew

for an additional 5-year term.

We currently pay Visconti Holdings $33,075 per month plus applicable sales and use tax, which is currently

The Lease Agreement has a 5-year term, expiring on December 31, 2025,

with an option to renew for an additional 5-year term, which we exercised.

We currently pay Visconti Holdings $36,456 per month plus applicable

sales and use tax, which is currently 6.5% in St.

Lucie County.

During the year ended December 31, 2023 and 2022,

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.

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,

we recorded management fees of $0 and $54,000 respectively;

paid to Twin Vee, Inc.

pursuant to a management agreement, dated January 1,

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

The agreement provided for a monthly $4,500 management

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

Forza Management

In connection with the closing of Forza’s initial

public offering, we entered into a transition services agreement (the “Transition Services Agreement”), dated August 16,

2022, with Forza, pursuant to which we agreed to provide Forza, at our cost, with certain services, such as procurement, shipping, receiving,

storage and use of our facility until Forza’ s new planned facility is completed.

Forza’s ability to utilize our manufacturing

capacity pending completion of its own facility was subject to its availability as determined by us.

The Transition Services Agreement

operated on a month-to-month basis.

During the year ended December 31, 2024 we received a variable average monthly fee pursuant to the

Transition Services Agreement of $41,593 for the period January 1, 2024 through the date of the merger, November 26, 2024, at which time

the fee ceased.

During the year ended December 31, 2024, we received a monthly fee of $6,800 per month pursuant to the Transition

Services Agreement.

Leffew Consulting

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 former Chief Executive Officer of Forza.

In connection

with the closing of Forza’s initial public offering, we entered into a transition services agreement (the “Transition Services

Agreement”) with Forza, pursuant to which we agreed to provide Forza, at our cost, with certain services, such as procurement, shipping,

receiving, storage and use of our facility until Forza’ s new planned facility is completed.

Forza’s ability to utilize our

manufacturing capacity pending completion of its own facility will be subject to its availability as determined by us.

The Transition

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.

Separately, during the years ended December 31, 2024

and 2023, respectively, we recorded $0 and $36,000 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, 2024 and 2023, respectively, Aqua Sport recorded expense

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

of $0 and $50,000, for compensation paid to Mr.

Leffew for his work to start up the Tennessee facility.

Black Mountain

Lease Agreement

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

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For the years ended December 31, 2024 and 2023, the lease expense was $7,500 and $12,500, respectively, paid to Mr.

Merger with Forza

On November 26, 2024, pursuant to the terms of the Merger Agreement, by

and between Twin Vee, Twin Vee Merger Sub, Inc.

and Forza, Merger Sub was merged with and into Forza (the “Merger”), with

Forza surviving the Merger as a wholly-owned subsidiary of Twin Vee.

At the effective time of the Merger, (a) each outstanding share of

common stock of Forza , par value $0.001 per share of Forza (the “Forza Common Stock”) (other than any shares held by Twin

Vee) was converted into the right to receive 0.611666275 shares of Twin Vee common stock, par value $0.001 per share (the “Twin

Vee Common Stock”), (b) each outstanding Forza stock option, whether vested or unvested, that had not previously been exercised

prior to such time was converted into an option to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common

Stock covered by such option, (c) each outstanding warrant to purchase shares of Forza Common Stock was assumed by Twin Vee and converted

into a warrant to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock for which such warrant was

exercisable for prior to the Effective Time, and (d) the 7,000,000 shares of Forza Common Stock held by Twin Vee were cancelled.

The issuance of shares of Twin Vee Common Stock to the former shareholders

of Forza was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No.

333-281788), as amended, filed by Twin Vee with the Securities and Exchange Commission (the “SEC”) and declared effective

on October 10, 2024 (the “Registration Statement”).

At the effective time of the Merger, in accordance with the terms of the

Merger Agreement, the size of Twin Vee’s board of directors (the “Board”) was set at five, Joseph Visconti, Preston

Yarborough, Neil Ross and Kevin Schuyler remained as directors of Twin Vee and Marcia Kull was appointed as a director of Twin Vee.

as of the effective time of the Merger, Bard Rockenbach and James Melvin resigned as directors of Twin Vee and any committees thereof.

Indemnification

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having publicly held common stock that is listed on the Nasdaq Stock Market.

Under the policy:

any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by the Audit Committee;

any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the board of directors or recommended by the compensation committee to the board of directors for its approval.

Under the policy, any related person transaction, and any

material amendment or modification to a related person transaction, must be reviewed and approved or ratified by the Audit Committee,

which may approve or disapprove such transactions.

In connection with the review and approval or ratification

of a related person transaction:

management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with the Securities Act and the Exchange Act and related rules;

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act.

In addition, the related person transaction policy

provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person

transaction involving a non-employee director, should consider whether such transaction would compromise the director’s status as

an “independent,” “outside,” or “non-employee” director, as applicable, under the rules and regulations

of the SEC, the Nasdaq Stock Market, and the Code.

of a related person transaction management must disclose to the committee, among other information, the name of the related person and

the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar

value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest

in, or relationship to, the related person transaction.

Director Independence

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accounting firm.

Independent Registered Public Accounting Firm Fees and Services

Independent Registered Public Accounting Firm

Fees and Services

The following table sets forth the aggregate fees

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All Other Fees

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

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.

Exhibits and Financial Statement Schedules.

Financial Statements.

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(Incorporated by reference to the Exhibit 2.1 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on September 9, 2022)

001-40623, filed with the SEC on September 9, 2022)

Form of Support Agreement, by and between Twin Vee PowerCats Co.

and Twin Vee PowerCats, Inc.’s directors, officers and certain stockholders (Incorporated by reference to the Exhibit 2.2 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on September 9, 2022)

Articles of Incorporation filed with the Secretary of State of the State of Florida, dated December 1, 2009 (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, File No.

333- 255134, filed with the Securities and Exchange Commission on April 8, 2021)

Articles of Amendment to the Articles of Incorporation, filed with the Secretary of State of the State of Florida on January 22, 2016 (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

Articles of Amendment to the Articles of Incorporation, filed with the Secretary of State of the State of Florida on April 12, 2016 (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

Article of Conversion filed with the Secretary of State of the State of Florida, dated April 7, 2021 (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

Certificate of Conversion filed with the Secretary of State of the State of Delaware on April 7, 2021 (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

001-40623, filed with the SEC on September 9, 2022)

Agreement and Plan of Merger, dated August 12, 2024, by and between Twin Vee PowerCats Co., Forza X1, Inc.

and Twin Vee merger Sub, Inc.

and Twin Vee PowerCats, Inc.

(Incorporated by reference to the Exhibit 2.1 to the Company’s Form 8-K, File No.

001-40623, filed with the SEC on August 12, 2024)

Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 7, 2021 (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

333-255134, filed with the SEC on April 8, 2021)

Bylaws (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

333-255134, filed with the SEC on April 8, 2021)

Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on July 2, 2021)

333-255134, filed with the SEC on July 2, 2021)

Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on July 2, 2021)

333-255134, filed with the SEC on July 2, 2021)

Description of Securities of Twin Vee PowerCats Co.

(Incorporated by reference to the Exhibit 4.3 to the Company’s Annual Report on Form 10-K, File No.

001-40623, filed with the Securities and Exchange Commission on March 31, 2022)

Twin Vee PowerCats Co.

2021 Stock Incentive Plan and form of Incentive Plan Option Agreement, Non- Qualified Stock Option Agreement, and Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

001-40623, filed with the SEC on March 31, 2022)

Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, File No.

001-40623, filed with the SEC on September 30, 2022)

Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Forza X1, Inc., File No.

001-41469, filed with the SEC on August 16, 2022)

Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Forza X1, Inc., File No.

001-41469, filed with the SEC on June 14, 2023)

Repurchase Agreement, by and among Twin Vee PowerCats, Inc., Twin Vee Catamarans, Inc.

and Northpoint Commercial Finance LLC, dated May 18, 2016 (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on June 2, 2021)

Inventory Blanket Repurchase Agreement by and between Twin Vee Catamarans, Inc.

and Bank of the West, dated January 12, 2017 (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

Inventory Financing Agreement, between GE Commercial Distribution Finance Corporation and Twin Vee Catamarans, Inc., dated January 28, 2010 (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on June 2, 2021)

Lease Agreement, by and among Visconti Holdings, LLC, Twin Vee Catamarans, Inc.

and Twin Vee PowerCats, Inc., dated January 1, 2021 (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

333-255134, filed with the SEC on June 2, 2021)

Inventory Blanket Repurchase Agreement, dated January 12, 2017, by and between Twin Vee Catamarans, Inc.

and Bank of the West (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the SEC on April 8, 2021)

Inventory Financing Agreement, dated January 28, 2010, between GE Commercial Distribution Finance Corporation and Twin Vee Catamarans, Inc.

(Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the SEC on June 2, 2021)

Lease Agreement, dated January 1, 2021, by and among Visconti Holdings, LLC, Twin Vee Catamarans, Inc.

and Twin Vee PowerCats, Inc.

SBA Loan Authorization and Agreement, dated April 21, 2020, with Twin Vee PowerCats, Inc.

(Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the Securities and Exchange Commission on April 8, 2021)

333-255134, filed with the SEC on April 8, 2021)

Twin Vee PowerCats Co.

Amended and Restated 2021 Stock Incentive Stock Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on June 2, 2021)

Employment Agreement, dated June 9, 2021, with Joseph Visconti (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on June 17, 2021)

Employment Agreement, dated June 9, 2021, with Preston Yarborough (Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on June 17, 2021)

333-255134, filed with the SEC on June 2, 2021)

Employment Agreement, effective as of July 23, 2021, with Joseph Visconti (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the SEC on June 17, 2021)

Employment Agreement, effective as of July 23, 2021, with Preston Yarborough (Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the SEC on June 17, 2021)

Paycheck Protection Program Second Draw Promissory Note, dated March 19, 2021 (Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed with the Securities and Exchange Commission on June 17, 2021)

Employment Agreement dated as of October 1, 2021 by and between Twin Vee PowerCats Co.

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 with the Securities and Exchange Commission on October 4, 2021)

333-255134, filed with the SEC on June 17, 2021)

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

1 unchanged sentence

(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)

001-40623, filed with the SEC on August 18, 2022)

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

1 unchanged sentence

(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 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 with the Securities and Exchange Commission on October 21, 2022)

001-40623, filed with the SEC on August 18, 2022)

Amendment to Employment Agreement, effective as of October 20, 2022, between Twin Vee PowerCats Co.

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

001-40623, filed with the SEC 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)

001-40623, filed with the SEC on May 9, 2023)

Employment Agreement, effective April 4, 2024, by and between Twin Vee PowerCats Co.

and Michael P.

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

001-40623, filed with the SEC on April 5, 2024)

Amendment to Employment Agreement, dated June 27, 2024, by and between Twin Vee PowerCats Co.

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

001-40623, filed with the SEC on July 2, 2024)

Employment Agreement, dated July 12, 2024, by and between Twin Vee PowerCats Co.

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

001-40623, filed with the SEC on July 15, 2024)

Amendment No.

1 to the Twin Vee PowerCats Co.

Amended and Restated 2021 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, 001-40623, filed with the SEC on November 12, 2024).

Separation Agreement, dated November 30, 2024, between Twin Vee Powercats Co.

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

001-40623, filed with the SEC on December 5, 2024)

Consulting Agreement, effective December 1, 2024, between Twin Vee Powercats Co.

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

001-40623, filed with the SEC on December 5, 2024)

License and Conditional Sale Agreement, effective February 4, 2025, by and between Revver Digital, LLC and Twin Vee PowerCats Co.

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

001-40623, filed with the SEC on February 10, 2025)

Forza X1, Inc.

2022 Stock Incentive Plan and form of Incentive Plan Option Agreement, Non-Qualified Stock Option Agreement, and Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 to Forza X1, Inc.’s Registration Statement on Form S-1, File No.

333-261884, filed with the SEC on July 25, 2022)

Insider Trading Policy

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

Clawback Policy adopted on November 10, 2023 (Incorporated by referenced to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, File No.

001-40623, filed with the SEC on March 27, 2024)

XBRL Instance*

8 unchanged sentences

Certain portions of this exhibit indicated therein by [**] have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC.

Pursuant to the requirements of Section 13 or

12 unchanged sentences

March 20, 2025

/s/ Carrie Gunnerson

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Michael P.

Chief Financial & Administrative Officer (Principal Financial Officer and Principal Accounting Officer)

March 20, 2025

Carrie Gunnerson

/s/ Preston Yarborough

2 unchanged sentences

Preston Yarborough

/s/Bard Rockenbach

March 27, 2024

Bard Rockenbach

/s/ James Melvin

/s/Marcia Kull

March 20, 2025

5 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