11/26/2024 | Press release | Distributed by Public on 11/26/2024 15:07
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 26, 2024 (the "Closing Date"), pursuant to the terms of the Agreement and Plan of Merger, dated as of August 12, 2024 (the "Merger Agreement"), by and between Forza X1, Inc., a Delaware corporation (the "Company" or "Forza"), Twin Vee PowerCats Co. ("Twin Vee") and Twin Vee Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Twin Vee ("Merger Sub"), Merger Sub was merged with and into Forza (the "Merger"), with Forza surviving the Merger as a wholly-owned subsidiary of Twin Vee.
The Merger became effective on November 26, 2024, when the certificate of merger of with respect to the Merger was filed with the Secretary of State of the State of Delaware (the "Effective Time"). At the Effective Time, (a) each outstanding share of common stock, par value $0.001 per share of Forza (the "Forza Common Stock") (other than any shares held by Twin Vee) was converted into the right to receive 0.611666275 shares of Twin Vee common stock, par value $0.001 per share (the "Twin Vee Common Stock"), (b) each outstanding Forza stock option, whether vested or unvested, that had not previously been exercised prior to the Effective Time was converted into an option to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock covered by such option, (c) each outstanding warrant to purchase shares of Forza common stock was assumed by Twin Vee and converted into a warrant to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock for which such warrant was exercisable for prior to the Effective Time, and (d) the 7,000,000 shares of Forza Common Stock held by Twin Vee were cancelled.
The issuance of shares of Twin Vee Common Stock to the former shareholders of Forza was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-281788), as amended, filed by Twin Vee with the Securities and Exchange Commission (the "SEC") and declared effective on October 10, 2024 (the "Registration Statement"). The joint proxy statement/prospectus included in the Registration Statement (the "Joint Proxy Statement/Prospectus") contains additional information about the Merger, the Merger Agreement and the transactions contemplated thereby. The foregoing description of the Merger and the Merger Agreement, and transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is set forth as Annex A to the Joint Proxy Statement/Prospectus, and is incorporated by reference herein.