What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-03-20 · 536 added, 464 removed, 796 unchanged (56% of the section changed)

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Risks Related to our Business

There is limited

public information on our operating history.

There is limited public

information on our operating history.

Our limited public operating

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not be made with the same data as would be available as if we had a longer history of public reporting.

We have incurred

losses for the years ended December 31, 2024 and 2023 and could continue to incur losses in the future.

We have incurred losses

for the years ended December 31, 2025 and 2024 and could continue to incur losses in the future.

For the years ended December 31, 2025 and 2024, respectively,

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As of December 31, 2025

we had an accumulated deficit of approximately $25,392,955 million.

There can be no assurance that expenses will not continue to increase

in future periods or that the cash generated from operations in future periods will be sufficient to satisfy our operating needs and to

generate income from operations and net income .

Our ability to

meet our manufacturing workforce needs is crucial to our results of operations and future sales and profitability.

and 2024, we had an accumulated deficit of approximately $34,000,228 and $25,392,955, respectively.

There can be no assurance that expenses

will not continue to increase in future periods or that the cash generated from operations in future periods will be sufficient to satisfy

our operating needs and to generate income from operations and net income .

Our ability to meet

our manufacturing workforce needs is crucial to our results of operations and future sales and profitability.

We rely on the existence

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In addition, we cannot assure you that we or our subsidiaries, will be able

to attract and retain qualified employees to meet current or future manufacturing needs at a reasonable cost,

to attract and retain qualified employees to meet current or future manufacturing needs at a reasonable cost, or at all.

For instance,

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adversely affect our business, financial condition or results of operations.

We have a large,

fixed cost base that will affect our profitability if our sales decrease.

We have a large, fixed

cost base that will affect our profitability if our sales decrease.

The fixed cost levels of

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production can lower our ability to absorb fixed costs and materially impact our financial condition or results of operations.

Interest rates

and energy prices affect product sales.

Interest rates and

energy prices affect product sales.

Our gas-powered products

are often financed by our dealers and retail powerboat consumers, we envision this continuing as we expand our operations and grow our

network of distributors.

This may not occur if interest rates meaningfully rise because higher rates increase the borrowing costs and,

accordingly, the cost of doing business for dealers and the cost of powerboat purchases for consumers.

Higher energy costs result in increases

in operating expenses at our manufacturing facility and in the expense of shipping products to our dealers.

In addition, inflation and

increases in energy costs may adversely affect the pricing and availability of petroleum-based raw materials, such as resins and foams

that are used in our products.

Also, higher fuel prices may have an adverse effect on demand for our gas-powered boats, as they increase

the cost of ownership and operation and the prices at which we sell the boats.

Therefore, higher interest rates and fuel costs can adversely

affect consumers’ decisions relating to recreational powerboating purchases.

Stockholders may not realize a benefit from

the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

If the combined company is unable to realize the full

strategic and financial benefits currently anticipated from the Merger, Twin Vee and Forza securityholders will have experienced substantial

dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part

of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently

anticipated from the Merger.

are often financed by our dealers and retail powerboat consumers, we anticipate that this trend will continue as we seek to expand our

operations and grow our network of distributors.

This may not occur if interest rates meaningfully rise because higher rates increase

the borrowing costs and, accordingly, the cost of doing business for dealers and the cost of powerboat purchases for consumers.

energy costs result in increases in operating expenses at our manufacturing facility and in the expense of shipping products to our dealers.

In addition, inflation and increases in energy costs may adversely affect the pricing and availability of petroleum-based raw materials,

such as resins and foams that are used in our products.

Also, higher fuel prices may have an adverse effect on demand for our gas-powered

boats, as they increase the cost of ownership and operation and the prices at which we sell the boats.

Therefore, higher interest rates

and fuel costs can adversely affect consumers’ decisions relating to recreational powerboating purchases.

Changes in general

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General worldwide economic conditions have experienced significant instability in recent

years including the recent global economic uncertainty and financial market conditions.

The circumstances relating to the COVID-19 pandemic,

the Russian invasion of Ukraine, the war in the Middle East, as well as other global conditions, have caused significant shortages in

the supply chain.

years, including the recent global economic uncertainty and financial market conditions, have caused shortages in the supply chain and

increased prices.

We are continuously evaluating alternative and secondary source suppliers in order to ensure that we are able to source

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chains, mobility restraints, and changing priorities as well as volatile asset values could impact our business in the future.

outbreak and government measures taken in response to the pandemic have also had a significant impact, both direct and indirect, on businesses

and commerce, as worker shortages have occurred;

supply chains have been disrupted;

facilities and production have been suspended;

demand for certain goods and services, such as medical services and supplies, have spiked, while demand for other goods and services,

such as travel, have fallen.

The future progression of the pandemic and its effects on our business and operations are uncertain.

the outbreak of a pandemic could disrupt our operations due to absenteeism by infected or ill members of management or other employees,

or absenteeism by members of management and other employees who elect not to come to work due to the illness affecting others in our office

or laboratory facilities, or due to quarantines.

Pandemics could also impact members of our Board of Directors resulting in absenteeism

from meetings of the directors or committees of directors and making it more difficult to convene the quorums of the full Board of Directors

or its committees needed to conduct meetings for the management of our affairs.

Further, due to increasing inflation, operating costs

for many businesses including ours have increased and, in the future, could impact demand or pricing manufacturing of our drug candidates

or services providers, foreign exchange rates or employee wages.

Inflation rates, particularly in the United States, have increased

recently to levels not seen in years, and increased inflation may result in increases in our operating costs (including our labor costs),

reduced liquidity and limits on our ability to access credit or otherwise raise capital.

In addition, the Federal Reserve has raised,

and may again raise, interest rates in response to concerns about inflation, which coupled with reduced government spending and volatility

in financial markets may have the effect of further increasing economic uncertainty and heightening these risks.

Further, due to increasing tariffs, heightened interest

rates, and inflation, operating costs for many businesses including ours have increased and, in the future, could impact demand or the

cost of manufacturing our boats.

Inflation rates, particularly in the United States, have increased recently to levels not seen in years,

and increased inflation may result in increases in our operating costs (including our labor costs), reduced liquidity and limits on our

ability to access credit or otherwise raise capital.

In addition, although the Federal Reserve lowered interest rates in 2024 and 2025,

it had raised rates significantly in 2022 and 2023 in response to concerns about inflation, and it may again raise interest rates in the

future which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing

economic uncertainty and heightening these risks.

Actual events involving reduced or limited liquidity,

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and increasing inflation could have on our operations.

These conditions make it extremely difficult for us

to accurately forecast and plan future business activities.

Our annual and

quarterly financial results are subject to significant fluctuations depending on various factors, many of which are beyond our control.

These conditions could make it extremely difficult

for us to accurately forecast and plan future business activities.

Our annual and quarterly

financial results are subject to significant fluctuations depending on various factors, many of which are beyond our control.

Our sales and operating results

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on the sales of any of our products.

A natural disaster,

the effects of climate change, or other disruptions at our manufacturing facility could adversely affect our business, financial condition,

and results of operations.

A natural disaster, the effects of climate change, or other

disruptions at our manufacturing facility could adversely affect our business, financial condition, and results of operations.

We rely on the continuous

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In addition, adverse weather conditions, such as increased frequency and/or severity of storms, or floods

could impair our ability to operate by damaging our facilities and equipment or restricting

product delivery to customers.

could impair our ability to operate by damaging our facilities and equipment or restricting product delivery to customers.

The occurrence

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disasters or other disruptions to our manufacturing facility.

If we fail to

manage our manufacturing levels while still addressing the seasonal retail pattern for our products, our business and margins may suffer.

If we fail to manage

our manufacturing levels while still addressing the seasonal retail pattern for our products, our business and margins may suffer.

The seasonality of retail

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to adjust manufacturing levels adequately may have a material adverse effect on our financial condition and results of operations.

our network of independent dealers for our gas-powered boats, face increasing competition for dealers, and have little control over their

We depend on our network

of independent dealers for our boats, face increasing competition for dealers, and have little control over their activities.

A significant portion of

our sales are derived from our network of independent dealers.

We typically manufacture our boats based upon indications of interest received

from dealers who are not contractually obligated to purchase any boats.

While our dealers typically have purchased all of the boats for

which they have provided us with indications of interest, it is possible that a dealer could choose not to purchase boats for which it

has provided an indication of interest (e.g., if it were to have reached the credit limit on its floor plan), and as a result we once

experienced, and in the future could experience, excess inventory and costs.

For fiscal 2024, our top three dealers accounted for approximately

40% of our consolidated revenues.

All three of these dealers accounted for more than 10% of our total sales for the year ended December

During the year ended December 31, 2023, one individual dealer had sales of over 10% of our total sales and that dealer represented 10%

We typically manufacture our gas-powered boats based upon indications of

interest received from dealers who are not contractually obligated to purchase any boats.

While our dealers typically have purchased all

of the boats for which they have provided us with indications of interest, it is possible that a dealer could choose not to purchase boats

for which it has provided an indication of interest (e.g., if it were to have reached the credit limit on its floor plan), and as a result

we once experienced, and in the future could experience, excess inventory and costs.

For the year ended December 31, 2025, two individual

dealers each represented over 10% of our total sales and together represented 27% of total sales.

For the year ended December 31, 2024,

three individual dealers each represented over 10% of our sales and together represented 40% of total sales.

The loss of a significant

dealer could have a material adverse effect on our financial condition and results of operations.

The number of dealers supporting our

products and the quality of their marketing and servicing efforts are essential to our ability to generate sales.

Competition for dealers

among other boat manufacturers continues to increase based on the quality, price, value, and availability of the manufacturers’

products, the manufacturers’ attention to customer service, and the marketing support that the manufacturer provides to the dealers.

We face intense competition from other boat manufacturers in attracting and retaining dealers, affecting our ability to attract or retain

relationships with qualified and successful dealers.

Although our management believes that the quality of our products in the performance

sport boat industry should permit us to maintain our relationships with our dealers and our market share position, there can be no assurance

that we will be able to maintain or improve our relationships with our dealers or our market share position.

In addition, independent

dealers in the boating industry have experienced significant consolidation in recent years, which could result in the loss of one or more

of our dealers in the future if the surviving entity in any such consolidation purchases similar products from a competitor.

A substantial

deterioration in the number of dealers or the quality of our network of dealers would have a material adverse effect on our business,

financial condition, and results of operations.

The loss of one or

a few dealers could have a material adverse effect on us.

A few dealers have in the past, and may in the future,

account for a significant portion of our revenues in any one year or over a period of several consecutive years.

For the year ended December

31, 2025, two individual dealers each represented over 10% of our total sales and combined represented

27% of total sales.

The loss of a significant dealer could have a material adverse effect on our financial condition and results of operations.

The number of dealers supporting our products and the quality of their marketing and servicing efforts are essential to our ability to

generate sales.

Competition for dealers among other boat manufacturers continues to increase based on the quality, price, value, and availability

of the manufacturers’ products, the manufacturers’ attention to customer service, and the marketing support that the manufacturer

provides to the dealers.

We face intense competition from other boat manufacturers in attracting and retaining dealers, affecting our

ability to attract or retain relationships with qualified and successful dealers.

Although our management believes that the quality of

our products in the

performance sport boat industry should permit us to maintain our relationships with our dealers and our market share

position, there can be no assurance that we will be able to maintain or improve our relationships with our dealers or our market share

In addition, independent dealers in the boating industry have experienced significant consolidation in recent years, which could

result in the loss of one or more of our dealers in the future if the surviving entity in any such consolidation purchases similar products

from a competitor.

A substantial deterioration in the number of dealers or the quality of our network of dealers would have a material

adverse effect on our business, financial condition, and results of operations.

The loss of business from a significant dealer could have a material adverse effect on our business, financial

condition, results of operations and cash flows.

Our success depends,

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be adversely affected.

We may be required

to repurchase inventory of certain dealers.

Many of our dealers have

floor plan financing arrangements with third-party finance companies that enable the dealers to purchase our products.

In connection with

these agreements, we have an obligation to repurchase our products from a finance company under certain circumstances, and we may not

have any control over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy

any repurchase obligation.

This obligation is triggered if a dealer defaults on its debt obligations to a finance company, the finance

company repossesses the boat, and the boat is returned to us.

Our obligation to repurchase a repossessed boat for the unpaid balance of

our original invoice price for the boat is subject to reduction or limitation based on the age and condition of the boat at the time of

repurchase, and in certain cases by an aggregate cap on repurchase obligations associated with a particular floor plan financing program.

To date, we have not been obligated to repurchase any boats under our dealers’ floor plan financing arrangements, and we are not

aware of any applicable laws regulating dealer relations which govern our relations with the dealers or would require us to repurchase

However, there is no assurance that a dealer will not default on the terms of a credit line in the future.

In addition, applicable

laws regulating dealer relations may also require us to repurchase our products from our dealers under certain circumstances,

and we may not have any control

over the timing or amount of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy any repurchase

If we were obligated to repurchase a significant number of units under any repurchase agreement or under applicable dealer

laws, our business, operating results and financial condition could be adversely affected.

We rely on third-party

suppliers in the manufacturing of our boats.

We depend on third-party

suppliers to provide components and raw materials essential to the construction of our boats.

During the year ended December 31, 2024

and 2023, we purchased all engines for our boats under supplier agreements with three vendors.

While we believe that our relationships

with our current suppliers are sufficient to provide the materials necessary to meet present production demand, we cannot assure you that

these relationships will continue or that the quantity or quality of materials available from these suppliers will be sufficient to meet

our future needs, irrespective of whether we successfully implement our growth strategy.

We expect that our need for raw materials and

supplies will increase.

Our suppliers must be prepared to ramp up operations and, in many cases, hire additional workers and/or expand

capacity in order to fulfill the orders placed by us and other customers.

Operational and financial difficulties that our suppliers may

face in the future could adversely affect their ability to supply us with the parts and components we need, which could significantly

disrupt our operations.

Termination or

interruption of informal supply arrangements could have a material adverse effect on our business or results of operations.

We may be required to repurchase inventory of certain dealers.

Many of our dealers have floor plan financing arrangements

with third-party finance companies that enable the dealers to purchase our products.

In connection with these agreements, we have an obligation

to repurchase our products from a finance company under certain circumstances, and we may not have any control over the timing or amount

of any repurchase obligation nor have access to capital on terms acceptable to us to satisfy any repurchase obligation.

This obligation

is triggered if a dealer defaults on its debt obligations to a finance company, the finance company repossesses the boat, and the boat

is returned to us.

Our obligation to repurchase a repossessed boat for the unpaid balance of our original invoice price for the boat is

subject to reduction or limitation based on the age and condition of the boat at the time of repurchase, and in certain cases by an aggregate

cap on repurchase obligations associated with a particular floor plan financing program.

As disclosed in the notes accompanying the financial

statements included in this report, on April 21, 2025, Northpoint Commercial Finance LLC (“Northpoint”) requested that we

take possession of and repurchase certain inventory consisting of six boats in accordance with the Repurchase Agreement between us and

Prior to that date, we have not been required to repurchase any other boats under our dealers’ floor plan financing

arrangements, and we are not aware of any applicable laws regulating dealer relations which govern our relations with the dealers or would

require us to repurchase any boats.

However, there is no assurance that a dealer will not default on the terms of a credit line in the

In addition, applicable laws regulating dealer relations may also require us to repurchase our products from our dealers under

certain circumstances, and we may not have any control over the timing or amount of any repurchase obligation nor have access to capital

on terms acceptable to us to satisfy any repurchase obligation.

If we were obligated to repurchase a significant number of units under

any repurchase agreement or under applicable dealer laws, our business, operating results and financial condition could be adversely affected.

We rely on third-party suppliers in the manufacturing of our boats.

We depend on third-party suppliers to provide components

and raw materials essential to the construction of our boats.

During the year ended December 31, 2025, we purchased all engines for our

boats under supplier agreements with three vendors.

While we believe that our relationships with our current suppliers are sufficient

to provide the materials necessary to meet present production demand, we cannot assure you that these relationships will continue or that

the quantity or quality of materials available from these suppliers will be sufficient to meet our future needs, irrespective of whether

we successfully implement our growth strategy.

We expect that our need for raw materials and supplies will increase.

Our suppliers must

be prepared to ramp up operations and, in many cases, hire additional workers and/or expand capacity in order to fulfill the orders placed

by us and other customers.

Operational and financial difficulties that our suppliers may face in the future could adversely affect their

ability to supply us with the parts and components we need, which could significantly disrupt our operations.

Termination or interruption

of informal supply arrangements could have a material adverse effect on our business or results of operations.

Although we have long-term

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repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.

We provide a hull warranty for structural damage of

up to 12 years for our boats.

In addition, we provide a three-year limited fiberglass small parts warranty on all or some small fiberglass

parts and components such as consoles.

We provide a hull warranty

for structural damage of up to 12 years for our boats.

In addition, we provide a three-year limited fiberglass small parts warranty on

all or some small fiberglass parts and components such as consoles.

Gelcoat is covered up to one year.

Additionally, fiberglass lids, plastic lids, electrical panels,

bilge pumps, aerator pumps or other electrical devices (excluding stereos, depth finders, radar, chart plotters except for installation

if installed by us.), steering systems, electrical panels, and pumps are covered under a one-year basic limited systems warranty.

materials, components or parts of the boat that are not covered by our limited product warranties are separately warranted by their manufacturers

or suppliers.

These other warranties include warranties covering engines purchased from suppliers and other components.

Additionally, fiberglass lids,

plastic lids, electrical panels, bilge pumps, aerator pumps or other electrical devices (excluding stereos, depth finders, radar, chart

plotters except for installation if installed by us.), steering systems, electrical panels, and pumps are covered under a one-year basic

limited systems warranty.

Some materials, components or parts of the boat that are not covered by our limited product warranties are separately

warranted by their manufacturers or suppliers.

These other warranties include warranties covering engines purchased from suppliers and

other components.

Our standard warranties require us or our dealers

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if recalls cause consumers to question the safety or reliability of its products.

The nature of

our business exposes us to workers’ compensation claims and other workplace liabilities.

The nature of our business

exposes us to workers’ compensation claims and other workplace liabilities.

Certain materials we use

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unable to maintain such insurance on acceptable terms or such insurance may not provide adequate protection against potential liabilities.

If we are unable

to comply with environmental and other regulatory requirements, our business may be exposed to material liability and/or fines.

If we are unable to

comply with environmental and other regulatory requirements, our business may be exposed to material liability and/or fines.

Our operations are subject

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compliance with these regulatory requirements could increase the cost of our products, which in turn, may reduce consumer demand.

While we believe that we

are in material compliance with applicable federal, state, local, and foreign regulatory requirements, and hold all licenses and permits

required thereunder, we cannot assure you that we will, at all times, be able to continue to comply with applicable regulatory requirements.

Compliance with increasingly stringent regulatory and permit requirements may, in the future, cause us to incur substantial capital costs

and increase our cost of operations, or may limit our operations, all of which could have a material adverse effect on our business or

financial condition.

While we believe that we are in material compliance with applicable federal,

state, local, and foreign regulatory requirements, and hold all licenses and permits required thereunder, we cannot assure you that we

will, at all times, be able to continue to comply with applicable regulatory requirements.

Compliance with increasingly stringent regulatory

and permit requirements may, in the future, cause us to incur substantial capital costs and increase our cost of operations, or may limit

our operations, all of which could have a material adverse effect on our business or financial condition.

As with most boat construction

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sites or operations or those of predecessor companies will not have a material adverse effect on our business or financial condition.

is characterized by intense competition, which affects our sales and profits.

Our industry is characterized

by intense competition, which affects our sales and profits.

The performance sport boat

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effect on our business, financial condition, and results of operations.

Our sales may

be adversely impacted by increased consumer preference for other leisure activities or used boats or the supply of new boats by competitors

in excess of demand.

Our sales may be adversely

impacted by increased consumer preference for other leisure activities or used boats or the supply of new boats by competitors in excess

Our boats are not necessities

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could lead to reduced sales by us, which could adversely affect our business, results of operations, and financial condition.

Our sales and

profitability depend, in part, on the successful introduction of new products.

Our sales and profitability

depend, in part, on the successful introduction of new products.

Market acceptance of our

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consumer and dealer base.

Failure to continue to protect our brand may adversely affect our business, financial condition,

and results of operations.

We expect that our ability to develop, maintain and strengthen the Twin Vee and AquaSport brands will also depend heavily on the success

of our marketing efforts.

To further promote our brands, we may be required to change our marketing practices, which could result in substantially

increased advertising expenses, including the need to use traditional media such as television, radio and print.

Many of our current and

potential competitors have greater name recognition, broader customer relationships and substantially greater marketing resources than

If we do not develop and maintain strong brands, our business, prospects, financial condition and operating results will be materially

and adversely impacted.

Failure to continue to protect our brand may adversely affect our business, financial condition, and results

of operations.

We expect that our ability to develop, maintain and strengthen the Twin Vee and Bahama Boat Works brands will also depend

heavily on the success of our marketing efforts.

To further promote our brands, we may be required to change our marketing practices,

which could result in substantially increased advertising expenses, including the need to use traditional media such as television, radio

Many of our current and potential competitors have greater name recognition, broader customer relationships and substantially

greater marketing resources than we do.

If we do not develop and maintain strong brands, our business, prospects, financial condition

and operating results will be materially and adversely impacted.

Negative publicity, including

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products could decrease, which could have an adverse effect on our net sales, profitability, and operating results.

In addition, if we

become exposed to additional claims and litigation relating to the use of our products, our reputation may be adversely affected by such

claims, whether or not successful, including by generating potential negative publicity about our products, which could adversely impact

our business and financial condition.

We may not be

able to execute our manufacturing strategy successfully, which could cause the profitability of our products to suffer.

Similarly, as we seek

to expand our business to provide crewed and autonomous mission-ready maritime solutions for defense and government customers through

Black Line Defense, we face increased reputational and legal risks, as well as potential increased reporting costs associated with such

In addition, if we become exposed to additional claims and litigation relating to the use of our products, our reputation

may be adversely affected by such claims, whether or not successful, including by generating potential negative publicity about our products,

which could adversely impact our business and financial condition.

We may not be able

to execute our manufacturing strategy successfully, which could cause the profitability of our products to suffer.

Our manufacturing strategy

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of our products and our ability to deliver desirable products to our consumers.

on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational

performance, safety, security, and costs.

We will rely on complex

machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance,

safety, security, and costs.

We expect to rely heavily on complex machinery for

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of operations, and cash flows.

We may need to

raise additional capital that may be required to grow our business, and we may not be able to raise capital on terms acceptable to us

Operating our business

and maintaining our growth efforts will require significant cash outlays and advance capital expenditures and commitments.

on hand and cash generated from operations are not sufficient to meet our cash requirements, we will need to seek additional

capital, potentially through debt or equity financings, to fund our growth.

We cannot assure you that we will be able to raise

needed cash on terms acceptable to us or at all.

Financings may be on terms that are dilutive or potentially dilutive to our

stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the price per

share of our common stock in our initial public offering.

The holders of new securities may also have rights, preferences or

privileges which are senior to those of existing holders of common stock.

If new sources of financing are required, but are

insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which

would harm our ability to grow our business.

If we fail to

manage future growth effectively, we may not be able to market or sell our products successfully.

We may need to raise

additional capital that may be required to grow our business, and we may not be able to raise capital on terms acceptable to us or at

Operating our business and

maintaining our growth efforts will require significant cash outlays and advance capital expenditures and commitments.

If cash on hand

and cash generated from operations are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially

through debt or equity financings, to fund our growth.

We cannot assure you that we will be able to raise needed cash on terms acceptable

to us or at all.

Financings may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new

investors would be willing to purchase our securities may be lower than the price per share of our common stock at the time of such public

The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders

of common stock.

If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth

and operating plans based on available funding, if any, which would harm our ability to grow our business.

If we fail to manage

future growth effectively, we may not be able to market or sell our products successfully.

Any failure to manage our

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could seriously harm our business and prospects.

We depend upon

our executive officers and we may not be able to retain them and their knowledge of our business and technical expertise would be difficult

We depend upon our

executive officers and we may not be able to retain them and their knowledge of our business and technical expertise would be difficult

Our future success will depend

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and sales and diversion of management resources, which could adversely affect our operating results.

Certain of our

shareholders have sufficient voting power to make corporate governance decisions that could have a significant influence on us and the

other stockholders.

Our Chief Executive Officer

owns 22.6% of our outstanding common stock.

As a result, our Chief Executive Officer does and will have significant influence over our

management and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant

corporate transactions.

In addition, this concentration of ownership may delay or prevent a change in our control and might affect the

market price of our common stock, even when a change in control may be in the best interest of all stockholders.

Furthermore, the interests

of this concentration of ownership may not always coincide with our interests or the interests of other stockholders.

Accordingly, our

Chief Executive Officer could cause us to enter into transactions or agreements that we would not otherwise consider.

We may attempt

to grow our business through acquisitions or strategic alliances and new partnerships, which we may not be successful in completing or

Certain of our shareholders have sufficient

voting power to make corporate governance decisions that could have a significant influence on us and the other stockholders.

Our Chief Executive Officer owns 4.5% of our outstanding common stock, as of

February 27, 2026.

As a result, our Chief Executive Officer does and will have significant influence over our management and affairs and

over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.

addition, this concentration of ownership may delay or prevent a change in our control and might affect the market price of our common

stock, even when a change in control may be in the best interest of all stockholders.

Furthermore, the interests of this concentration

of ownership may not always coincide with our interests or the interests of other stockholders.

Accordingly, our Chief Executive Officer

could cause us to enter into transactions or agreements that we would not otherwise consider.

We may attempt to grow

our business through acquisitions or strategic alliances and new partnerships, which we may not be successful in completing or integrating.

We may in the future enter

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levels of consumer enthusiasm and acceptance, or achieve anticipated levels of sales or profitability, or otherwise perform as expected.

If we are unable to

comply with regulatory requirements governing government contracts and public procurement, our business may be exposed to material liability

and/or fines, which could have a material adverse effect on our business, financial condition and results of operations.

As we seek to expand our business with federal, state,

and municipal agencies, we may become subject to laws and rules governing government contracts and public procurement, which differ from

private contracting and may impose additional risks and liabilities, including local presence, local manufacturing or sourcing, and technology

or IP transfer requirements.

Agreements relating to the sale of products to government entities may be subject to termination, reduction

or modification, either at the convenience of the government or for our failure to perform, or other unsatisfactory performance under

the applicable contract.

We are subject to government investigations of our business practices and compliance with government acquisition

If we were to be charged with wrongdoing as a result of any such investigation, we could be suspended from bidding on or

receiving awards of new government contracts, and we could be subject to fines or penalties associated with contract non-compliance or

resulting from such investigations, which could have a material adverse effect on our business, financial condition and results of operations.

We rely on network

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and other technologies are important to our business activities and operations.

Our new web-based platform Pro Direct will be dependent

upon our networks and information systems.

Network and information systems-related events, such as computer hackings, cyber threats, security

breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a

disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our

reputation and require us to expend resources to remedy any such breaches.

Moreover, the amount and scope of insurance we maintain against

losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate

us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material

adverse effect on our business and results of operations.

The risk of these systems-related events and security breaches occurring

has intensified, in part because we maintain certain information necessary to conduct our businesses

in digital form stored on cloud servers.

While we develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development

and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome

security measures become more sophisticated.

Despite these efforts, there can be no assurance that disruptions and security breaches will

not occur in the future.

To the extent we are able to grow our sales through our Pro Direct platform and become dependent on such sales,

we could experience loss of revenue in the event that a security breach or a technological malfunction disrupts the ability of customers

to access and use the platform.

Moreover, we may provide certain confidential, proprietary and personal information to third parties in

connection with our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk

that this information may be compromised.

Our technology-enabled marine retail and valuation platform

Wizz Banger is dependent upon our networks and information systems.

Network and information systems-related events, such as computer hackings,

cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities

could result in a disruption of our services and operations or improper disclosure of personal data or confidential information, which

could damage our reputation and require us to expend resources to remedy any such breaches.

We have in the past been targeted by such

attacks and likely will continue to be targeted in the future.

Moreover the amount and scope of insurance we maintain against losses resulting

from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions

to our businesses that may result, and the occurrence of any such events or security breaches could have a material adverse effect on

our business and results of operations.

The risk of these systems-related events and security breaches occurring has intensified, in part

because we maintain certain information necessary to conduct our businesses in digital form stored on cloud servers.

While we develop

and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development and maintenance of

these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures

become more sophisticated.

Despite these efforts, there can be no assurance that disruptions and security breaches will not occur in the

To the extent we are able to grow our sales through our Wizz Banger platform and become dependent on such sales, we could experience

loss of revenue in the event that a security breach or a technological malfunction disrupts the ability of customers to access and use

the platform.

Moreover, we may provide certain confidential, proprietary and personal information to third parties in connection with

our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk that this information

may be compromised.

Maintaining the secrecy of confidential, proprietary,

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A cyber-attack or other significant

disruption involving our information technology systems, or those of our vendors, suppliers and other partners,

could also result in disruptions in critical systems,

corruption or loss of data and theft of data, funds or intellectual property.

A breach of our security measures or the accidental loss,

inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential

information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other reason, could enable

others to produce competing products, use our proprietary technology or information, or adversely affect our business or financial condition.

disruption involving our information technology systems, or those of our vendors, suppliers and other partners, could also result in disruptions

in critical systems, corruption or loss of data and theft of data, funds or intellectual property.

A breach of our security measures or

the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information,

or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other

reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect our business

or financial condition.

We may be unable to prevent outages or security breaches in our systems.

We remain potentially vulnerable to additional known or yet unknown

threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude and effects.

also face the risk that we expose our vendors or partners to cybersecurity attacks.

Any or all of the foregoing could adversely affect

our results of operations and our business reputation.

We remain potentially vulnerable to additional

known or yet unknown threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude

We also face the risk that we expose our vendors or partners to cybersecurity attacks.

Any or all of the foregoing could

adversely affect our results of operations and our business reputation.

Likewise, data privacy breaches

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systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations.

and operations would suffer in the event of computer system failures.

Our business and operations

would suffer in the event of computer system failures.

Despite the implementation of security measures, our

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the further development of our product candidates could be delayed.

We are increasingly

dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

We are increasingly dependent on information technology, and our

systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

Significant disruptions to

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position, results of operations or cash flow.

Uninsured losses

could result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.

Uninsured losses could

result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.

In the ordinary course of business, we may be subject

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perceive any increase in our risk profile in the future.

We are currently,

and may in the future be, subject to substantial litigation, regulatory actions, government investigations, proceedings and similar actions

that could cause us to incur significant legal expenses and which could have a material adverse effect on our business, operating results

or financial condition.

Our investments in artificial intelligence may

not be successful, which could adversely affect our business, reputation, or financial results.

We currently incorporate artificial intelligence (“AI”)

into certain existing and planned products, as well as our internal operations.

There are significant risks involved in developing and

deploying AI, and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business,

including our efficiency or profitability.

For example, we utilize AI-based visual assessments in our Wizz Banger platform as one component

in our independent valuation tool that aggregates and analyzes multiple categories of data.

We believe that the AI component utilizes

image-recognition models to evaluate visual condition factors with greater consistency than traditional manual inspections.

technologies are complex, resource-intensive, and rapidly evolving.

Market demand and acceptance of AI-driven offerings, such as our Wizz

Banger platform, remain uncertain, and our efforts may not achieve widespread adoption or may be outpaced by competitors.

The use of AI

also raises ethical, reputational, and legal concerns.

AI systems can generate or amplify content that is inaccurate, misleading, biased,

discriminatory, harmful, or otherwise controversial, or be misused by third parties.

If our AI-integrated offerings produce, or are perceived

to produce, such outputs, or if we fail to implement adequate human oversight, testing, and safeguards, our brand and competitive standing

could be harmed and we could face complaints, investigations, or litigation.

Potential litigation or government regulation related to

AI may increase the burden and cost of research and development.

Failure to address perceived or actual technical, legal, compliance,

privacy, security, or ethical issues could undermine confidence in our brand and our products, slowing adoption of our AI-driven products

and services, such as our Wizz Banger platform, and further subjecting us to reputational harm, competitive harm, or legal liability.

Additionally, AI is the subject of evolving review

by various governmental and regulatory agencies which are applying, or considering applying, their intellectual property, cybersecurity,

data protection and other laws to AI.

As such, it is not possible to predict all of the risks related to the use of AI, and changes in

laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us

to legal liability.

If we fail to implement robust AI governance, adequately respond to rapidly changing legal frameworks and customer

trends, maintain sufficient oversight, and continuously evaluate and improve our systems, the risks described above could materially and

adversely affect our business, reputation, financial condition, and results of operations.

We are currently, and may in the future be, subject to substantial

litigation, regulatory actions, government investigations, proceedings and similar actions that could cause us to incur significant legal

expenses and which could have a material adverse effect on our business, operating results or financial condition.

We are currently, and may in the future be, subject

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(“Forza”), commenced

an action in the Chancery Court of the State of Delaware, captioned Youseph, et al.

an action in the Court of Chancery in the State of Delaware, captioned Youseph, et al.

Visconti, et al., Case No.

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and Twin Vee PowerCats, Inc.

(collectively, “Defendants”), related to Forza’s merger with us seeking an

unspecified award of damages, plus interest, costs, and attorneys’ fees.

(collectively, “Defendants”), related to Forza’s merger with Twin Vee seeking

an unspecified award of damages, plus interest, costs, and attorneys’ fees.

Plaintiffs’ Complaint asserts claims (1) against

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duty in his capacity as an officer of Forza.

Defendants intend to vigorously defending against the claims.

At this time, the Company is

unable to estimate the ultimate outcome of this matter.

Defendants deny the allegations and intend to vigorously defend against the claims.

time, as the matter is in the pleadings stage, we are unable to estimate or project the ultimate outcome of this matter.

These securities class actions, shareholder derivative

actions and other current or future litigation matters may be time-consuming, divert management’s attention and resources, cause

the Company to incur significant defense and settlement costs or liability.

us to incur significant defense and settlement costs or liability.

We intend to vigorously defend against all such claims.

of the potential risks, expenses and uncertainties of litigation, as well as claims for indemnity from various of the parties concerned,

the potential risks, expenses and uncertainties of litigation, as well as claims for indemnity from various of the parties concerned,

we may from time to time, settle disputes, even where we believe that we have meritorious claims or defenses.

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Intellectual Property Risks

We may not be

able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We may not be able

to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We may not be able to prevent

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patent protection for our gas-powered motor products.

Our gas powered boats.

The only patent protection we have is for our electric products

which we are no longer developing.

We rely on a combination of trade secret (including those in our know-how), and other intellectual

property laws, as well as employee and third-party nondisclosure agreements, intellectual property licenses, and other contractual rights

to establish and protect rights in our technology and intellectual property.

Our trademark applications may not be granted, any trademark

registrations that may be issued to us may not sufficiently protect our intellectual property and any of our issued patents, trademark

registrations or other intellectual property rights may be challenged by third parties.

Any of these scenarios may result in limitations

in the scope of our intellectual property or restrictions on our use of our intellectual property or may adversely affect the conduct

of our business.

Despite our efforts to protect our intellectual property rights, third parties may attempt to copy or otherwise obtain

and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights.

unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation

may not be successful.

From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could

result in substantial costs and diversion of our resources.

We may in the

future become, subject to claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’

former employers.

The only patent protection we have is for our electric products which we are no

longer developing.

We rely on a combination of trade secret (including those in our know-how), and other intellectual property laws, as

well as employee and third-party nondisclosure agreements, intellectual property licenses, and other contractual rights to establish and

protect rights in our technology and intellectual property.

Our trademark applications may not be granted, any trademark registrations

that may be issued to us may not sufficiently protect our intellectual property and any of our issued patents, trademark registrations

or other intellectual property rights may be challenged by third parties.

Any of these scenarios may result in limitations in the scope

of our intellectual property or restrictions on our use of our intellectual property or may adversely affect the conduct of our business.

Despite our efforts to protect our intellectual property rights, third parties may attempt to copy or otherwise obtain and use our intellectual

property or seek court declarations that they do not infringe upon our intellectual property rights.

Monitoring unauthorized use of our

intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be successful.

From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial

costs and diversion of our resources.

We may in the future

become, subject to claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former

Many of our employees were

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and subject us to possible litigation, claims or proceedings.

We plan to use open-source

software in connection with the development and deployment of our products and services.

We use open-source software

in connection with the development and deployment of our products and services.

Companies that use open-source software in connection

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commercial software.

For example, open-source software is generally provided as-is without any support or warranties or other

contractual protections regarding infringement or the quality of the code, including the existence of security vulnerabilities.

extent that our platform depends upon the successful operation of open-source software, any undetected errors or defects in open-source

software that we use could prevent the deployment or impair the functionality of our systems and injure our reputation.

In addition, the

public availability of such software may make it easier for attackers to target and compromise our platform through cyber-attacks.

of the foregoing risks could materially and adversely affect our business, prospects, financial condition, results of operations, and

A significant

portion of our intellectual property is not protected through patents or formal copyright registration.

As a result, we do not have the

full benefit of patent or copyright laws to prevent others from replicating our products, product candidates and brands.

For example, open-source software is generally provided as-is without any support or warranties or other contractual

protections regarding infringement or the quality of the code, including the existence of security vulnerabilities.

To the extent that

our platform depends upon the successful operation of open-source software, any undetected errors or defects in open-source software that

we use could prevent the deployment or impair the functionality of our systems and injure our reputation.

In addition, the public availability

of such software may make it easier for attackers to target and compromise our platform through cyber-attacks.

Any of the foregoing risks

could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.

A significant portion

of our intellectual property is not protected through patents or formal copyright registration.

As a result, we do not have the full benefit

of patent or copyright laws to prevent others from replicating our products, product candidates and brands.

We have not protected our

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less products or generating less revenue from our sales.

Confidentiality

agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

Confidentiality agreements

with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets,

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We utilize confidentiality

agreements with our collaborators, employees,

consultants, outside collaborators

and other advisors to protect its proprietary technology and processes.

We intend to use such agreements in the future, but these agreements

may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized

disclosure of confidential information.

In addition, others may independently discover trade secrets and proprietary information, and

in such cases, we could not assert any trade-secret rights against such party.

Costly and time-consuming litigation could be necessary

to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely

affect our competitive business position.

We may need to

defend ourselves against patent, copyright or trademark infringement claims, which may be time-consuming and would cause us to incur substantial

agreements with our collaborators, employees, consultants, outside collaborators and other advisors to protect its proprietary technology

and processes.

We intend to use such agreements in the future, but these agreements may not effectively prevent disclosure of confidential

information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information.

In addition, others

may independently discover trade secrets and proprietary information, and in such cases, we could not assert any trade-secret rights against

Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and

failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may need to defend

ourselves against patent, copyright or trademark infringement claims, which may be time-consuming and would cause us to incur substantial

The status of the protection

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Risks Related to our Industry

Demand in the

powerboat industry is highly volatile.

Demand in the powerboat industry is highly volatile.

Volatility of demand in the

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resources than more established powerboat manufacturers to withstand adverse changes in the market and disruptions in demand.

General economic

conditions, particularly in the U.S., affect our industry, demand for our products and our business, and results of operations.

General economic conditions,

particularly in the U.S., affect our industry, demand for our products and our business, and results of operations.

Demand for premium boat brands

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discretionary spending levels.

Our business is cyclical in nature and its success is impacted by economic conditions, the overall level

Our business is cyclical in nature and its success is impacted by economic conditions,

the overall level

of consumer confidence and discretionary income levels.

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purchases at acceptable terms and interest rates, it could result in a decrease in the sales of our products.

Global economic

conditions could materially adversely impact demand for our products and services.

Global economic conditions

could materially adversely impact demand for our products and services.

Our operations and performance

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to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market

turbulence, including a significant market reaction to the novel coronavirus (COVID-19), resulting in a significant reduction in many

major market indices.

Uncertainty about global economic conditions could result in material adverse effects on our business, results of

operations or financial condition.

Access to public financing and credit can be negatively affected by the effect of these events on U.S.

turbulence, resulting in a significant reduction in many major market indices.

Uncertainty about global economic conditions could result

in material adverse effects on our business, results of operations or financial condition.

Access to public financing and credit can be

negatively affected by the effect of these events on U.S.

and global credit markets.

The health of the global financing and credit markets may affect our ability to obtain equity or debt financing

in the future and the terms at which financing, or credit is available to us.

These instances of volatility and market turmoil could adversely

affect our operations and the trading price of our common shares resulting in:

The health of the global financing and credit markets

may affect our ability to obtain equity or debt financing in the future and the terms at which financing, or credit is available to us.

These instances of volatility and market turmoil could adversely affect our operations and the trading price of our common shares resulting

customers postponing purchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services;

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Risks Related to Ownership of our Common Stock

Our failure to

meet the continued listing requirements of The Nasdaq Capital Market could result in a de-listing of our common stock.

Any failure to meet

the continued listing requirements of The Nasdaq Capital Market could result in a de-listing of our common stock.

The shares of our common

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such action taken by us would allow our common stock to become listed again, stabilize the market price, improve the liquidity of our

common stock, prevent our common stock from dropping below The Nasdaq Capital Market minimum bid price requirement, or prevent future

non-compliance with The Nasdaq Capital Market’s listing requirements.

On May 10, 2024, we received

written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that for

the preceding 30 consecutive business days (March 28, 2024 through May 9, 2024), our common stock did not maintain a minimum closing bid

price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2).

In accordance with

Nasdaq Listing Rule 5810(c)(3)(A), we had a compliance period of 180 calendar days, or until November 6, 2024, to regain compliance with

Nasdaq Listing Rule 5550(a)(2).

Since we did not achieve compliance with the Minimum Bid Price Requirement by November 6, 2024, we were

eligible for additional time to comply.

Nasdaq granted us until May 6, 2025 in order to cure the deficiency.

We intend to actively monitor

the bid price of our common stock and will consider available options to regain compliance with the Nasdaq listing requirements, including

such actions as effecting a reverse stock split to maintain our Nasdaq listing.

common stock, prevent our common stock from once again dropping below The Nasdaq Capital Market minimum bid price requirement, or prevent

future non-compliance with The Nasdaq Capital Market’s listing requirements.

On May 10, 2024, we received written notice from Nasdaq’s Listing

Qualifications Department notifying us that for the preceding 30 consecutive business days (March 28, 2024 through May 9, 2024), our common

stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2), or the Minimum Bid

Price Requirement.

We were provided 180 calendar days, or until November 6, 2024, to regain compliance, which deadline was subsequently

extended to May 5, 2025.

On April 4, 2025, we filed the Amendment to our Certificate of Incorporation with the Secretary of State of the

State of Delaware to effect the Reverse Stock Split at a ratio of 1-for-10, effective as of 11:59 p.m.

Eastern Time, on April 7, 2025,

and our common stock began trading on a split-adjusted basis on April 8, 2025.

On April 28, 2025, we received a letter from Nasdaq stating

that Nasdaq had determined that we now comply with the Minimum Bid Price Requirement.

However, we cannot assure you that we will be able

to maintain compliance with the Minimum Bid Price Requirement in the future.

The National Securities Markets

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stock would cease to be recognized as a covered security and we would be subject to regulation in each state in which we offer our securities.

Even if we effect

a reverse stock split, there can be no assurance that our increased stock price will remain at a price that will be sufficient in order

to meet any continued requirements and policies of Nasdaq or that our common stock will remain listed on Nasdaq.

There can be no assurance

that our increased stock price following the Reverse Stock Split will remain at a price that will be sufficient in order to meet any continued

requirements and policies of Nasdaq or that our common stock will remain listed on Nasdaq.

At our 2024 Annual Meeting

of Stockholders (the “2024 Annual Meeting”), our stockholders approved an amendment to our Certificate of Incorporation to

effect, at the discretion of the Twin Vee Board of Directors, a reverse stock split at a ratio within a range of 1-for-2 to 1-for-20,

with the ratio within such range to be determined at the discretion of our Board of Directors and included in a public announcement.

we seek to implement a reverse stock split in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock

split could negatively affect the price of our common stock.

Further, there can be no assurance that the increase, if any, in the price

of our common stock will be sufficiently large and sustained for a sufficient amount of time in order to meet any continued requirements

and policies of Nasdaq, or that our common stock will remain listed on Nasdaq.

Further, while Nasdaq rules

do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance

with the Minimum Bid Price Requirement, Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities

of Stockholders, our stockholders approved an amendment to our Certificate of Incorporation to effect, at the discretion of the Twin Vee

board of directors, a reverse stock split at a ratio within a range of 1-for-2 to 1-for-20, with the ratio within such range to be determined

at the discretion of our board of directors and included in a public announcement.

On April 4, 2025, we filed the Amendment to our Certificate

of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split at a ratio of 1-for-10, effective

as of 11:59 p.m.

Eastern Time, on April 7, 2025, and our common stock began trading on a split-adjusted basis on April 8, 2025.

While Nasdaq rules do not

impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance with

the Minimum Bid Price Requirement, Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities

listed on Nasdaq.

Accordingly, Nasdaq may determine that it is not in the public interest to maintain the Company’s listing, even

if we regain compliance with the Minimum Bid Price Requirement.

Accordingly, if we fail to maintain compliance with the Minimum Bid Price Requirement, Nasdaq may determine that it

is not in the public interest to maintain the listing of our common stock, even if we should effect another reverse stock split for the

purpose of regaining compliance with the Minimum Bid Price Requirement.

In addition, Nasdaq Listing

Rule 5810(c)(3)(A)(iv) states that if a listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more

reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible

for a Compliance Period.

reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, it will not be eligible for

a Compliance Period.

Accordingly, we may fail

to regain compliance with the Minimum Bid Price requirement during the Compliance Period or maintain compliance with the other Nasdaq

listing requirements.

Any non-compliance may be costly, divert our management’s time and attention, and could have a material adverse

effect on our business, reputation, financing, and results of operation A delisting could substantially decrease trading in our common

stock, adversely affect the market liquidity of the common stock as a result of the loss of market efficiencies associated with Nasdaq

and the loss of federal preemption of state securities laws, materially adversely affect our ability to obtain financing on acceptable

terms, if at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business

development opportunities.

Additionally, the market price of our common stock may decline further, and stockholders may lose some or all

of their investment.

Terms of subsequent

financings may adversely impact your investment.

to maintain compliance with the Minimum Bid Price requirement or the other Nasdaq listing requirements.

Any non-compliance may be costly,

divert our management’s time and attention, and could have a material adverse effect on our business, reputation, financing, and

results of operation A delisting could substantially decrease trading in our common stock, adversely affect the market liquidity of the

common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities

laws, materially adversely affect our ability to obtain financing on acceptable terms, if at all, and may result in the potential loss

of confidence by investors, suppliers, customers and employees and fewer business development opportunities.

Additionally, the market

price of our common stock may decline further, and stockholders may lose some or all of their investment.

Terms of subsequent financings may adversely impact your investment.

We may have to engage in

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the market price.

If securities

analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade

our common stock, the price of our common stock could decline.

If securities analysts

do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our

common stock, the price of our common stock could decline.

The trading market for our

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As a result of one or more of these factors, the trading price of our common stock could decline.

The obligations

associated with being a public company will require significant resources and management attention, which may divert from our business

As a result of our initial public offering, we

are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act.

The Exchange Act requires that we file annual,

quarterly, and current reports with respect to our business and financial condition.

The Sarbanes-Oxley Act requires, among other things,

that we establish and maintain effective internal controls and procedures for financial reporting.

As a result, we have and will continue

to incur significant legal, accounting, and other expenses that we did not previously incur.

The obligations associated

with being a public company will require significant resources and management attention, which may divert from our business operations.

As a result of our initial

public offering, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act.

The Exchange Act requires

that we file annual, quarterly, and current reports with respect to our business and financial condition.

The Sarbanes-Oxley Act requires,

among other things, that we establish and maintain effective internal controls and procedures for financial reporting.

As a result, we

have and will continue to incur significant legal, accounting, and other expenses that we did not previously incur.

There is substantial doubt about our ability

to continue as a going concern.

For the year ended December 31, 2025, we incurred

a loss from operations of $8,781,299 and a net loss of $8,607,273.

For the year ended December 31, 2024, we incurred a loss from operations

of $14,551,769 and a net loss of $14,009,906.

As of December 31, 2025 and 2024, we had accumulated deficits of $34,000,228 and $25,392,955,

respectively.

Our audited financial statement for the year ended December 31, 2025 and 2024 were prepared under the assumption that we

will continue as a going concern;

however, we have incurred significant losses from operations to date and we expect our expenses to increase

in connection with our ongoing activities.

These factors raise substantial doubt about our ability to continue as a going concern for

one year after the financial statements included in this report are issued.

Despite our ongoing efforts to mitigate these conditions,

there can be no assurance that our expenses will not continue to increase in future periods or that the cash generated from operations

in future periods will be sufficient to satisfy our operating needs.

While the sale of the land and building in Marion, North Carolina

took place on October 31, 2025 and we received a $500,000 payment at closing, there can be no assurance that we will be able to collect

subsequent payments due in future periods.

If we need to raise additional capital to fund our continued operations, there can be no assurance

that funding will be available on acceptable terms on a timely basis, or at all.

The various ways that we could raise capital carry potential

Any additional sources of financing will likely involve the issuance of our equity securities, which will have a dilutive effect on

our stockholders.

Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business.

If we do not succeed in raising additional funds on acceptable terms or at all, we may be unable to fill new orders and develop new products.

As such, we cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements

included in this report are filed with the SEC, and there is uncertainty regarding our ability to maintain liquidity sufficient to operate

our business effectively, which raises substantial doubt about our ability to continue as a going concern.

If we are unable to generate

sufficient revenue from operations and/or raise capital when needed or on attractive terms, we be forced to delay, reduce or eliminate

efforts to expand our dealer network or develop new models and may be forced to cease operations or liquidate assets.

We have identified

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material weaknesses will not occur in the future.

As a public company, we will be subject to the reporting

As a public company, we are subject to the reporting

requirements of the Exchange Act, and the Sarbanes-Oxley Act.

We expect that the requirements of these rules and regulations will continue

to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and

place significant strain on our personnel, systems and resources.

The requirements of these rules and regulations continue to increase our

legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant

strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things,

that we maintain effective disclosure controls and procedures, and internal control over financial reporting.

We do not yet have effective disclosure controls and

procedures, or internal controls over all aspects of our financial reporting.

We are continuing to develop and refine our disclosure controls

and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with

the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and in accordance with GAAP.

management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule

13a-15(f) under the Exchange Act.

We will be required to expend time and resources to further improve our internal controls over financial

reporting, including by expanding our staff.

However, we cannot assure you that our internal control over financial reporting, as modified,

will enable us to identify or avoid material weaknesses in the future.

As of December 31, 2025, we do not yet have effective

disclosure controls and procedures, or internal controls over all aspects of our financial reporting.

We are continuing to develop and

refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the

reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules

and in accordance with GAAP.

Our management is responsible for establishing and maintaining adequate internal control over our financial

reporting, as defined in Rule 13a-15(f) under the Exchange Act.

We will be required to expend time and resources to further improve our

internal controls over financial reporting, including by expanding our staff.

However, we cannot assure you that our internal control

over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

We will be required to expend time and resources to

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internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

We have not yet 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, or internal controls.

We will be required to expend time and resources hiring and engaging

additional staff and outside consultants with the appropriate experience to remedy these weaknesses.

We cannot assure you that management

will be successful in locating and retaining appropriate candidates;

that newly engaged staff or outside consultants will be successful

in remedying material weaknesses thus far identified or identifying material weaknesses in the future;

or that appropriate candidates

will be located and retained prior to these deficiencies resulting in material and adverse effects on our business.

Management has developed

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

retained a full-time controller and financial analyst and are utilizing the services of experienced SEC reporting consultants as necessary.

We have also selected and implemented a robust operating system and we are utilizing the assistance of outside advisors where appropriate.

We cannot assure you that management will be successful in locating and retaining appropriate candidates;

that newly engaged staff or

outside consultants will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the

or that appropriate candidates will be located and retained prior to these deficiencies resulting in material and adverse effects

on our business.

Our current controls and any new controls that we

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and adverse effect on our business and operating results and cause a decline in the market price of our common stock.

Our failure to

achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act as a

public company could have a material adverse effect on our business and share price.

Our failure to achieve

and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act as a public

company could have a material adverse effect on our business and share price.

Section 404(a) of the Sarbanes-Oxley

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business and share price.

For as long as

we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to

accounting standards and disclosure about our executive compensation, that apply to other public companies.

For as long as we are

an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting

standards and disclosure about our executive compensation, that apply to other public companies.

We are an “emerging

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as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We could remain an “emerging

growth company” for up to five years or until the earliest of (a) the last day of the first fiscal year in which our annual gross

revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the

Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the

last business day of our most recently completed fiscal quarter, and (c) the date on which we have issued more than $1 billion in non-convertible

debt securities during the preceding three-year period.

We could remain an “emerging growth company” for up to

five years or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion,

(b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur

if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently

completed fiscal quarter, and (c) the date on which we have issued more than $1 billion in non-convertible debt securities during the

preceding three-year period.

We are also a “smaller

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To the extent that we continue to qualify as a “smaller reporting company” as such term is

defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions

available to us as an “emerging growth company” may continue to be available to us as a “smaller reporting company,”

including exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive

compensation arrangements.

We will continue to be a “smaller reporting company” until we have $250 million or more in

public float (based on our common stock) measured as of the last business day of our most recently completed second fiscal quarter or,

in the event we have no public float (based on our common stock) or a public float (based on our common stock) that is less than $700

million, annual revenues of $100 million or more during the most recently completed fiscal year.

Our stock price

has fluctuated in the past, has recently been volatile, and may be volatile in the future, and as a result, investors in our common stock

defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available

to us as an “emerging growth company” may continue to be available to us as a “smaller reporting company,” including

exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation

arrangements.

We will continue to be a “smaller reporting company” until we have $250 million or more in public float (based

on our common stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have

no public float (based on our common stock) or a public float (based on our common stock) that is less than $700 million, annual revenues

of $100 million or more during the most recently completed fiscal year.

Our stock price has

fluctuated in the past, has recently been volatile, and may be volatile in the future, and as a result, investors in our common stock

could incur substantial losses.

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The price of our common stock has experienced volatility.

2024, the closing price of our common stock on the Nasdaq was $1.12 per share, on December 31, 2024, the closing price of our common stock

on the Nasdaq was $0.55 per share It is possible that an active trading market will not continue or be sustained, which could make it

difficult for investors to sell their shares of our common stock at an attractive price or at all.

The stock market in general has been,

and the market price of our common stock in particular, will likely be subject to fluctuation, whether due to, or irrespective of, our

operating results and financial condition.

The market price of our common stock may fluctuate as a result of a number of factors, some

of which are beyond our control, including, but not limited to:

our common stock has experienced a high closing price of $7.45 and a low closing price of $1.59 per share.

It is possible that an active

trading market will not continue or be sustained, which could make it difficult for investors to sell their shares of our common stock

at an attractive price or at all.

The stock market in general has been, and the market price of our common stock in particular, will likely

be subject to fluctuation, whether due to, or irrespective of, our operating results and financial condition.

The market price of our

common stock may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited to:

actual or anticipated variations in our and our competitors’ results of operations and financial condition;

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general economic and market conditions and other factors, including factors unrelated to our operating performance.

Additionally, recently, securities of certain companies have experienced

significant and extreme volatility in stock price due to short sellers of shares of common stock, known as a “short squeeze.”

These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those

companies to trade at significantly inflated rates that is disconnected from the underlying value of the company.

Many investors who have

purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as

the price per share has declined steadily as interest in those stocks have abated.

While we have no reason to believe our shares would

be the target of a short squeeze, there can be no assurance that we won’t be in the future, and investors may lose a significant

portion or all of their investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.

These factors and any corresponding

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attention of our management from our business.

Our common stock

has often been thinly traded, so investors may be unable to sell at or near ask prices or at all if investors need to sell shares to raise

Our common stock has

often been thinly traded, so investors may be unable to sell at or near ask prices or at all if investors need to sell shares to raise

money or otherwise desire to liquidate their shares.

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news reports relating to trends in our markets or general economic conditions.

We do not intend

to pay dividends on our common stock for the foreseeable future.

We do not intend to

pay dividends on our common stock for the foreseeable future.

We presently have no intention

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FINRA sales practice

requirements may limit your ability to buy and sell our common shares, which could depress the price of our shares.

requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers

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is approved in a prescribed manner.

Our Certificate

of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for certain types of state actions

Our Certificate of

Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for certain types of state actions

that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for

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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 1A. Risk Factors