Form 8-K

8-K — Twin Vee PowerCats, Co.

Accession: 0001731122-26-001209

Filed: 2026-09-09

Period: 2026-09-08

CIK: 0001855509

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — e7927_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (e7927_ex3-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September

8, 2026

TWIN

VEE POWERCATS CO.

(Exact name of registrant as specified in its charter)

Delaware

001-40623

27-1417610

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

3101 S. US-1

Ft. Pierce, Florida

34982

(Address of principal executive offices)

(Zip Code)

(772) 429-2525

(Registrant’s telephone number, including area

code)

N/A

(Former name or former address, if changed since last

report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

VEEE

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging

growth company ☒

If an emerging growth company, indicate by check mark

if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

(a)

As Twin Vee PowerCats Co. (the “Company”) previously disclosed

in a Current Report on Form 8-K that it filed with the SEC on August 5, 2026, the Company purported to effect its reincorporation from

the State of Delaware to the State of Nevada through, among other things, a Certificate of Conversion which was filed with the Secretary

of State of the State of Delaware (the “DE Secretary of State”) on April 7, 2026. On September 8, 2026, following receipt

of stockholder approval for the Ratification Proposal (as defined below), the Company filed with the DE Secretary of State a Certificate

of Validation of Certificate of Amendment (the “Certificate”) to give effect to the Reverse Stock Split (as defined below).

The Certificate was deemed to have become effective as of May 4, 2026 at 12:01 a.m., Eastern Time. A copy of the Certificate is attached

hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

The information set forth in Item 3.03 above is incorporated herein by

reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 8, 2026, the Company held a special meeting

of its stockholders (the “Special Meeting”).

At the close of business on August 10, 2026, the record

date for the Special Meeting (the “Record Date”), there were 584,321 shares of common stock, par value $0.001 per share (“Common

Stock”), issued and outstanding and 571,508 shares of Common Stock entitled to vote after subtracting the 12,813 shares of Common

Stock issued subsequent to the defective corporate acts referred to in the definitive proxy statement filed by the Company with the SEC

on August 17, 2026 in connection with the Special Meeting (the “Proxy Statement”) which may be deemed putative stock pursuant

to Section 204(d)(5) of the Delaware General Corporation Law and, therefore, ineligible to vote on the Ratification Proposal nor counted

for quorum purposes on any vote to ratify such defective corporate act.

Due to an administrative error, the Proxy Statement

misstated the number of shares of Common Stock issued and outstanding on the Record Date and entitled to vote at the Special Meeting.

As stated above, on the Record Date, there were 584,321 shares of Common Stock issued and outstanding and 571,508 shares of Common Stock

entitled to vote at the Special Meeting, not 574,502 shares of Common Stock issued and outstanding and 561,689 shares entitled to vote

as reflected in the Proxy Statement.

An aggregate of 255,575 shares of Common Stock, representing

43.7% of the issued and outstanding shares of Common Stock and 44.7% of the issued and outstanding shares of Common Stock entitled to

vote, in each case, as of the Record Date, was present in person or represented by proxy at the Special Meeting, constituting a quorum.

The final results of voting at the Special Meeting

on the matters submitted to a vote of the Company’s stockholders thereat are set forth below.

Proposal 1 - to ratify and approve, in accordance with Section 204 of the General Corporation Law of the State of Delaware (the

“DGCL”), the 1-for-37 reverse stock split (the “Reverse Stock Split”) of the Common Stock, effective as of 12:01

a.m. Eastern Time on May 4, 2026, in the State of Delaware and the corresponding Certificate of Validation to give effect to an amendment

to the Company’s certificate of incorporation required to reflect the Reverse Stock Split on the records of the Secretary of State

of the State of Delaware and to replicate certain aspects of the Reverse Stock Split under the DGCL as the same was purportedly effected

in Nevada, as more fully described in the Proxy Statement (the “Ratification Proposal”).

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

241,315

13,478

782

The votes cast FOR Proposal 1 exceeded the votes cast AGAINST Proposal

1. Therefore, Proposal 1 (the Ratification Proposal) was approved by the requisite vote of the stockholders of the Company.

Proposal 2 - to approve an amendment to the

Twin Vee certificate of incorporation to change the name of our Company from Twin Vee PowerCats Co. to Twin Vee Bahama Co. (the “Name

Change Proposal”).

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

248,329

6,628

618

Proposal 2 received the affirmative vote from the holders of a majority

of the voting power of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on that proposal.

Accordingly, Proposal 2 (the Name Change Proposal) was approved by the requisite vote of the stockholders of the Company.

Proposal 3 – to approve an adjournment

of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Ratification Proposal

or the Name Change Proposal (the “Adjournment Proposal”).

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

244,898

9,774

903

Proposal 3 received the affirmative vote from the holders of a majority

of the voting power of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on that proposal.

Accordingly, Proposal 3 (the Adjournment Proposal) was approved by the requisite vote of the stockholders of the Company.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

3.1

Certificate of Validation of Certificate of Amendment filed with the Secretary of State of the State of Delaware on September 8, 2026

104

Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TWIN VEE POWERCATS CO.

By:

/s/ Glenn Sonoda

Glenn Sonoda

In-House Counsel

Date: September 9, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: e7927_ex3-1.htm · Sequence: 2

EXHIBIT 3.1

CERTIFICATE OF VALIDATION

CERTIFICATE OF AMENDMENT

TWIN VEE POWERCATS CO.

Pursuant to Section 204 of the

General Corporation Law of the State of Delaware

Twin Vee Powercats Co., a corporation

organized and existing under the laws of the State of Delaware (the “Corporation”), certifies as follows:

1. The Corporation

has ratified one or more defective corporate acts that would have required the filing of a certificate under Section 103 of the General

Corporation Law of the State of Delaware (the “General Corporation Law”).

2. Each such

defective corporate act has been ratified in accordance with Section 204 of the General Corporation Law.

3. No certificate

was previously filed under Section 103 of the DGCL in respect of such defective corporate act. A certificate containing all of the information

required to be included under Section 242 of the DGCL to give effect to each such defective corporate act is attached hereto as EXHIBIT

A. Such certificate shall be deemed to have become effective as of May 4, 2026 at 12:01 a.m., Eastern Time.

IN WITNESS WHEREOF, the Corporation

has caused this Certificate of Validation to be executed by a duly authorized officer this 8th day of September, 2026.

TWIN VEE POWERCATS CO.

By:

/s/ Glenn Sonoda

Name:

Glenn Sonoda

Title:

Corporate Secretary and In-House Counsel

EXHIBIT A

Certificate

of Amendment

Certificate

of Incorporation

TWIN

VEE POWERCATS CO.

Twin Vee Powercats Co., a corporation

duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

does hereby certify as follows:

FIRST: The Certificate of Incorporation

of the Corporation is hereby amended by removing Section D of Article FOURTH in its entirety and inserting the following in lieu thereof:

“D. Upon this Certificate of Amendment becoming

effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), each 37 shares of Common

Stock issued and outstanding or held by the corporation in treasury immediately prior to the Effective Time (the “Old Common Stock”)

shall automatically without further action on the part of the corporation or any holder of Old Common Stock, be reclassified into one

fully paid and nonassessable share of common stock (the “New Common Stock”) (such reclassification, the “Reverse Stock

Split”). From and after the Effective Time, certificates representing any shares of Old Common Stock shall represent the number

of whole shares of New Common Stock into which such shares of Old Common Stock shall have been reclassified pursuant to this Certificate

of Amendment. No fractional shares of common stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, the Corporation

shall pay to the holders of a fraction of a share of New Common Stock an amount in cash equal to the fair value of fractions of a share

as of the Effective Time.”

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