Twin Vee PowerCats Co. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits, Other Events
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 31, 2025, Twin Vee PowerCats Co. (the “Company”), through its wholly-owned subsidiary, Forza X1, Inc., a Delaware corporation (“Forza”), closed on the sale of its commercial property located at 100 Impact Drive in Marion, North Carolina (the “Property”) to Highland Myco Holdings, LLC, a North Carolina limited liability company (the “Buyer”), pursuant to that certain purchase and sale agreement, dated as of September 26, 2025 (the “Purchase and Sale Agreement”), by and between the Company and the Buyer, as amended by that certain amendment, dated October 13, 2025 (the “Amendment”), by and between the Company, Forza, and the Buyer. The Property was sold for an aggregate purchase price of $4.25 million. The terms of the sale included a cash closing payment of $500,000, with an additional $3,750,000 paid by the issuance of a secured promissory note payable in installments of $500,000 plus accrued interest at a rate of 5% per annum on October 31, 2026, $500,000 plus accrued interest on April 30, 2027, and a final payment of $2,750,000 plus accrued interest on October 31, 2027 (the “Promissory Note”). The Promissory Note is secured by a deed of trust on the Property.
There were no material relationships, other than in respect of the sale of the Property, between (i) the Company and Forza, and their respective affiliates, directors, and officers and associates of such directors or officers, and (ii) the Buyer and its affiliates.
The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the full text of such agreement, as amended by the Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein in their entirety by reference.
Pro forma financial information required by Item 9.01 of Form 8-K with respect to the sale of the Property is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On November 3, 2025, the Company issued a press release announcing the close of the sale of the Property. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
Attached hereto as Exhibit 99.1, and incorporated herein by reference, is unaudited pro forma balance sheet as of September 30, 2025, giving effect to the disposition of the property..
On October 31, 2025, Forza X1, Inc. closed on the sale of its North Carolina facility located at 100 Impact Drive, Marion, NC 28752, which was under construction, to Highland Myco Holdings, LLC. The purchase price under the contract was $4,250,000, consisting of $500,000 due to Forza at closing (before closing costs and property taxes) and a $3,750,000 seller-financed note receivable bearing simple interest at 5 percent per annum.
Repayment of the note receivable is structured in three installments: $500,000 plus accrued interest due October 31, 2026; $500,000 plus accrued interest due April 30, 2027; and $2,750,000 plus accrued interest due October 31, 2027.
Total seller-paid closing costs were $44,500, and county taxes payable of $7,765.96 were also deducted at closing. After netting these amounts from the gross proceeds, the net cash received by Forza was $447,684.04.
The unaudited pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X to present the effects of the sale as if it had occurred on September 30, 2025, for balance-sheet presentation purposes. Adjustments include (i) removal of assets held for sale of $3,956,623, (ii) recognition of cash proceeds of $447,684 (net of fees and taxes), and (iii) recognition of a long-term note receivable of $3,750,000 related to the seller financing. The transaction resulted in an unaudited gain on sale of $241,061.
The unaudited pro forma financial information included as an exhibit to this Current Report on Form 8-K is presented for illustrative purposes only, does not purport to represent actual results as of any future date, and is not necessarily indicative of what the Company’s actual financial position or results of operations would have been had the sale been completed on the dates indicated. The unaudited pro forma financial information reflects adjustments, which are based upon estimates. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the pro forma financial information does not reflect all costs that are expected to be incurred by the Company. Accordingly, the final accounting adjustments may differ materially from the pro forma information included as an exhibit to this Current Report on Form 8-K.
No pro forma statement of operations has been presented because the disposition is not expected to have a material continuing impact on the Company’s results of operations.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Purchase and Sale Agreement, dated as of September 26, 2025, by and between Twin Vee PowerCats Co. and Highland Myco Holdings, LLC | |
| 10.2 | Amendment to the Purchase and Sale Agreement, dated as of October 13, 2025, by and between Twin Vee PowerCats Co., Forza X1, Inc., and Highland Myco Holdings, LLC | |
| 99.1 | Unaudited Pro Forma Balance Sheet of Twin Vee PowerCats Co. | |
| 99.2 | Press Release issued by Twin Vee PowerCats Co., dated November 3, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 6, 2025 | TWIN VEE POWERCATS CO. (Registrant) | |
| By: | /s/ Joseph Visconti | |
| Name: | Joseph Visconti | |
| Title: | Chief Executive Officer and President | |