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What changed in Twin Vee PowerCats, Co.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Twin Vee PowerCats, Co.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+346 added−287 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-20)

Top changes in Twin Vee PowerCats, Co.'s 2025 10-K

346 paragraphs added · 287 removed · 208 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

52 edited+52 added−29 removed53 unchanged
Biggest changeOn the date of the closing (the “Closing”) of the sale to us of the OWN Intellectual Property, the Sale Agreement provides that in consideration of the transfer of, and as a purchase price (the “Purchase Price”) for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000 (the “Minimum Purchase Price”), less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date (the “Remaining Purchase Price”).
Biggest changeOn the date of the closing of the sale to us of the OWM Intellectual Property, the License and Sale Agreement provides that in consideration of the transfer of, and as a purchase price for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000, less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date. 16 The First Amendment was entered into in order to (i) amend the definition of “Foreground Intellectual Property” (as defined therein), (ii) to clarify the respective rights of the parties thereunder, (iii) to assign the License and Sale Agreement to Wizz Banger, and (iv) to provide for a guaranty by us of Wizz Banger’s obligations and liabilities under the License and Sale Agreement, as amended, as provided therein and effect other amendments to the License and Sale Agreement as set forth therein.
Pending the closing of the sale to us of the OWN Intellectual Property, the Sale Agreement grants us a license to use and sublicense the OWN Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing royalty (the “Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription Revenue (as defined) of the Business; and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”).
Pending the closing of the sale to us of the OWM Intellectual Property, the License and Sale Agreement grants us a license to use and sublicense the OWM Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing royalty (the “Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription Revenue (as defined in the License and Sale Agreement) of the Business; and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”).
We are also developing new product offerings that will specifically target certain product demand from our international consumers and that we believe will drive further sales growth in international markets. Our Strengths and Competitive Advantages We believe that the following are the key investment attributes of our company: Recognized Brands.
We are also developing new product offerings that will specifically target certain product demand from our international consumers and that we believe will drive further sales growth in international markets. 10 Our Strengths and Competitive Advantages We believe that the following are the key investment attributes of our company: Recognized Brands.
During 2024, Forza X1, Inc., our minority owned electric boat subsidiary determined to cease production of electric boats and on November 26, 2024, Forza Xi, Inc.(“Forza”), was merged into Twin Vee Merger Sub, Inc., a wholly-owned subsidiary of Twin Vee (“Merger Sub”) and became a wholly owned subsidiary.
During 2024, Forza X1, Inc., our minority owned electric boat subsidiary determined to cease production of electric boats and on November 26, 2024, Forza X1, Inc. (“Forza”), was merged into Twin Vee Merger Sub, Inc., a wholly-owned subsidiary of Twin Vee (“Merger Sub”) and became a wholly owned subsidiary.
The reference to our website is an inactive textual reference only, the information that can be accessed through our website is not part of this Annual Report, and investors should not rely on any such information in deciding whether to purchase our common stock.
The reference to our website is an inactive textual reference only, the information that can be accessed through our website is not part of this report, and investors should not rely on any such information in deciding whether to purchase our common stock.
Floor Plan Financing Our North American dealers often purchase boats through floor plan financing programs with third-party floor plan financing providers. During the year ended December 31, 2024, a majority of our North American shipments were made pursuant to floor plan financing programs through which our dealers participate.
Floor Plan Financing Our North American dealers often purchase boats through floor plan financing programs with third-party floor plan financing providers. During the year ended December 31, 2025, a majority of our North American shipments were made pursuant to floor plan financing programs through which our dealers participate.
We are currently designing numerous new boat models to meet market demand and grow our business, and our current focus is on bring a full line of monohull boats to the market under the AquaSport brand. Price Point. Twin Vee has also made investments in infrastructure and engineering.
We are currently designing numerous new boat models to meet market demand and grow our business, and our current focus is on bring a full line of monohull boats to the market under the Bahama Boat Works brand. Price Point. Twin Vee has also made investments in infrastructure and engineering.
Twin Vee’s home base operations in Fort Pierce, Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet, including a nearly complete 30,000 square foot expansion which began in mid-2024. We currently employ approximately 65 people.
Twin Vee’s home base of operations in Fort Pierce, Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet, including a nearly complete 30,000 square foot expansion which began in mid-2024. We currently employ approximately 70 people.
We believe the Twin Vee and AquaSport brands are well-known among boating enthusiasts for performance, quality, and value, and that the market recognizes both Twin Vee and AquaSport as brands that deliver a proposition. Diverse Product Offering . We are able to attract consumers across multiple categories within the recreational powerboat industry.
We believe the Twin Vee and Bahama Boat Works brands are well-known among boating enthusiasts for performance, quality, and value, and that the market recognizes both Twin Vee and Bahama Boat Works as brands that deliver a proposition. Diverse Product Offering . We are able to attract consumers across multiple categories within the recreational powerboat industry.
Twin Vee products are marketed under two brands: Twin Vee for our catamarans, or dual hull vessels, and Aquasport for our “V”-hull boats. Consumers can use our boats for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation, eco tours, fishing and diving expeditions.
Twin Vee products are marketed under two brands: Twin Vee for our catamarans, or dual hull vessels, and Bahama Boat Works for our “V”-hull boats. Consumers can use our boats for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation, eco tours, fishing and diving expeditions.
We believe that the performance, quality and value of our boats position us to achieve our goal of increasing our market share and expanding the power-boat market. We currently primarily sell our boats through a network of 22 independent boat dealers across North America, the Caribbean and Central America who resell our boats to the end user Twin Vee customers.
We believe that the performance, quality and value of our boats position us to achieve our goal of increasing our market share and expanding the power-boat market. We primarily sell our boats through a network of 17 independent boat dealers across North America, Hawaii, and Australia who resell our boats to the end user Twin Vee customers.
Revenue from the sale of our boats accounted for 100% of our net revenue in fiscal years 2024 and 2023. In 2024, our boats were manufactured in Fort Pierce, Florida. We believe our company has been an innovator in the recreational and commercial power boat industry.
Revenue from the sale of our boats accounted for nearly 100% of our net revenue in 2025 and 2024. Our boats are manufactured in Fort Pierce, Florida. We believe our company has been an innovator in the recreational and commercial power boat industry.
During 2024, Forza determined to cease production of its planned electric boat, and on November 26, 2024, Forza was merged into Twin Vee Powercats. Co. and became a wholly -owed subsidiary of Twin Vee Powercats. Co. We are subject to the reporting requirements of the Exchange Act.
During 2024, Forza determined to cease production of its planned electric boat, and on November 26, 2024, Forza was merged into Twin Vee PowerCats. Co. and became a wholly -owed subsidiary of Twin Vee PowerCats.
Our obligation to repurchase such repossessed products 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 financing program. 15 Our exposure under repurchase agreements with third-party lenders is mitigated by our ability to resell repurchased inventory to a new dealer.
Our obligation to repurchase such repossessed products 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 financing program.
On February 17, 2015 ValueRich, Inc. consummated the acquisition of Twin Vee Catamarans, Inc. On April 26, 2016, ValueRich, Inc. changed its name and began operating under the name Twin Vee PowerCats, Inc.
On February 17, 2015 ValueRich, Inc. consummated the acquisition of Twin Vee Catamarans, Inc. On April 26, 2016, ValueRich, Inc. changed its name and began operating under the name Twin Vee PowerCats, Inc. On December 5, 2022, Twin Vee PowerCats, Inc. was merged into our company.
Among the reasons for their preference are that, unlike inboard motors, outboard motors can be easily removed for storage or repairs, they provide more room in the boat as they are attached to the transom outside of the boat, they tend to have a shallower draft and they can be more easily replaced in the event the motor no longer works or a desire to upgrade to a higher horsepower.
Among the reasons for their preference are that, unlike inboard motors, outboard motors can be easily removed for storage or repairs, they provide more room in the boat as they are attached to the transom outside of the boat, they tend to have a shallower draft and they can be more easily replaced in the event the motor no longer works or a desire to upgrade to a higher horsepower. 11 Our Dealer Network We primarily sell our gas-powered boats through a network of 17 independent boat dealers across North America, Hawaii, and Australia.
None of our employees are represented by a labor union. 18 Competitive Pay and Benefits Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results.
Employees/Human Capital We currently employ approximately 70 employees, all of whom are full-time employees. None of our employees are represented by a labor union. 14 Competitive Pay and Benefits Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results.
The trailing surfaces of the Twin Vee hulls are specifically designed to facilitate propulsion efficiency by discharging the kinetic energy and air bubbles from the counter-flowing vortexes upon exiting astern, thus providing the propellers with a steady flow of super clean and highly ordered water.
The trailing surfaces of the Twin Vee hulls are specifically designed to facilitate propulsion efficiency by discharging the kinetic energy and air bubbles from the counter-flowing vortexes upon exiting astern, thus providing the propellers with a steady flow of super clean and highly ordered water. 7 We believe that these features, combined with a catamaran’s soft ride, results in Twin Vee’s renowned efficiency and smooth, seaworthy safety.
During the year ended December 31, 2024, three individual dealer each represented over 10% of our total sales and in the aggregate represented 40% of total sales. During the year ended December 31, 2023, one individual dealer represented over 10% of our total sales, and one customer represented 10.3% of total sales.
During the year ended December 31, 2025, two individual dealers each represented over 10% of our total sales and in the aggregate represented 27% of total sales. During the year ended December 31, 2024, three individual dealers represented over 10% of our total sales, and in the aggregate represented 40% of total sales.
This is the first boat in a line of boats that will be sold under our new AquaSport brand. Our product development process enables us to renew our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without significant additional capital investments.
Our product development process enables us to renew our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without significant additional capital investments.
Where there is no separate OEM warranty, we provide a one-year basic limited systems warranty for repair or replacement of the defective part. 17 Environmental, Safety and Regulatory Matters Certain materials used in our manufacturing, including the resins used in production of our boats, are toxic, flammable, corrosive or reactive and are classified by the federal and state governments as “hazardous materials.” Control of these substances is regulated by the Environmental Protection Agency (the “EPA”) and state pollution control agencies.
Environmental, Safety and Regulatory Matters Certain materials used in our manufacturing, including the resins used in production of our boats, are toxic, flammable, corrosive or reactive and are classified by the federal and state governments as “hazardous materials.” Control of these substances is regulated by the Environmental Protection Agency (the “EPA”) and state pollution control agencies.
We believe we have a brand that will have natural growth in international markets. Catamaran powerboats have already been accepted as the norm in many international markets. For example, t he global catamaran market was expected to expand at a compound annual growth rate (CAGR) of 5.8% from 2022 to 2030.
Catamaran powerboats have already been accepted as the norm in many international markets. For example, the global catamaran market is expected to expand at a compound annual growth rate (CAGR) of 5.8% from 2022 to 2030. The U.S. catamaran market was worth $342.5 million in 2021 and is expected to expand at a CAGR of 5.4% from 2022 to 2030.
Prior to Forza’s incorporation on October 15, 2021, the electric boat business was operated as our Electra Power Sports™ Division.
Forza X1, Inc. was initially incorporated as Electra Power Sports, Inc. on October 15, 2021, which name was subsequently changed to Forza X1, Inc. on October 29, 2021. Prior to Forza’s incorporation on October 15, 2021, the electric boat business was operated as our Electra Power Sports™ Division.
It is the kinetic energy stored in these compressed air bubbles, which creates a smooth and stable ride. As speed increases, the kinetic energy increases at a non-linear rate as more and more air is induced into the increasingly faster flowing vortexes.
As speed increases, the kinetic energy increases at a non-linear rate as more and more air is induced into the increasingly faster flowing vortexes.
Insurance and Product Warranties We carry various insurance policies, including policies to cover general products liability, directors and officers, workers’ compensation and other casualty and property risks, to protect against certain risks of loss consistent with the exposures associated with the nature and scope of our operations.
See “ Risk Factors—Intellectual Property Risks .” Although we do have patents to protect our intellectual property rights for electric powered motor products; we are no longer developing electric powered boats. 13 Insurance and Product Warranties We carry various insurance policies, including policies to cover general products liability, directors and officers, workers’ compensation and other casualty and property risks, to protect against certain risks of loss consistent with the exposures associated with the nature and scope of our operations.
(“OWM”), providing us with the right to acquire certain intellectual property of OWM (the “OWN Intellectual Property”) related to (a) the online marketplace, advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through the websites available at the domains (the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the “Business”).
(“Wizz Banger”), entered into a First Amendment (the “First Amendment”) to that certain license and conditional sale agreement (the “License and Sale Agreement”), entered into and effective as of February 4, 2025, by and between us and Revver Digital, LLC, providing us with the right to acquire certain intellectual property of OWM (the “OWM Intellectual Property”) related to (a) the online marketplace, advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through the websites available at the domains (the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the “Business”).
Corporate Information Our principal executive office is located at 3101 S. US-1, Ft. Pierce, Florida 34982 and our telephone number is (772) 429-2525. We maintain our corporate website at www.twinvee.com.
At this time, as the matter is in the pleadings stage, the Company is unable to estimate or project the ultimate outcome of this matter. Corporate Information Our principal executive office is located at 3101 S. US-1, Ft. Pierce, Florida 34982 and our telephone number is (772) 429-2525. We maintain our corporate website at www.twinvee.com.
Our core market corresponds most directly with the saltwater outboard market defined by SSI and is further categorized by the power catamaran segment. The saltwater outboard market experienced a decline of 9.26% in 2024 compared to 2023, with a total of 18,684 new units sold in the United States during 2024.
The saltwater outboard market experienced a decline of 9.26% in 2024 compared to 2023, with a total of 18,684 new units sold in the United States during 2024.
We believe that these features, combined with a catamaran’s soft ride, results in Twin Vee’s renowned efficiency and smooth, seaworthy safety. At speed, the Twin Vee’s displacement hull slices through the water, traveling with the shape of the seas rather than flying over them and experiencing reentry shock. This is intended to result in a stable and smooth ride.
At speed, the Twin Vee’s displacement hull slices through the water, traveling with the shape of the seas rather than flying over them and experiencing reentry shock. This is intended to result in a stable and smooth ride. The following are some benefits of the catamaran, or Twin Vee’s, hull shape. Power Catamaran Hull Benefits ● Catamaran stability.
Payment for the units is made by the dealer or a third-party lender once the boat is manufactured and delivered to the dealer. Dealers are not contractually obligated to purchase any boats.
Prior to the beginning of each year, we establish a minimum number of units that each dealer must acquire based upon indications of interest from the dealers. Payment for the units is made by the dealer or a third-party lender once the boat is manufactured and delivered to the dealer. Dealers are not contractually obligated to purchase any boats.
The primary cost to us of a repurchase event is any margin loss on the resale of a repurchased unit. To date, we have not been required to repurchase any boats under repurchase agreements. Competition The powerboat industry, including the performance sport boat category, is highly competitive for consumers and dealers.
Our exposure under repurchase agreements with third-party lenders is mitigated by our ability to resell repurchased inventory to a new dealer. The primary cost to us of a repurchase event is any margin loss on the resale of a repurchased unit. 12 Competition The powerboat industry, including the performance sport boat category, is highly competitive for consumers and dealers.
The loss of business from a significant customer could have a material adverse effect on our business, financial condition, results of operations and cash flows. 16 Intellectual Property We have not protected our intellectual property rights for our gas-powered motor products through patents or formal copyright registration, and we do not currently have any patent applications pending related to our gas-powered boats.
Intellectual Property We have not protected our intellectual property rights for our gas-powered motor products through patents or formal copyright registration, and we do not currently have any patent applications pending related to our gas-powered boats.
The relatively rectangular design of the Twin Vee expanded deck area allows for more usable deck space than monohulls. Twin Vee boats are wider in the bows providing more open-area in open models and bigger berths in cabins. ● Maintains a plane at lower speed for fuel efficiency, enabling single engine operation .
Twin Vee boats are wider in the bows providing more open-area in open models and bigger berths in cabins. ● Maintains a plane at lower speed for fuel efficiency, enabling single engine operation . Twin Vee catamaran hulls do not need planing speed power to travel rapidly.
Lifting strakes are known to produce lift at the bow of a boat by displacing water, allowing the boat to, in essence, glide above the water rather than lumber through it. Twin Vee’s lifting strakes work to not only create lift, but also to make the ride smoother.
As a Twin Vee moves through the water, the boat’s symmetrical catamaran hull has lifting strakes on the side of each hull. Lifting strakes are known to produce lift at the bow of a boat by displacing water, allowing the boat to, in essence, glide above the water rather than lumber through it.
The weight of the boat is distributed to two hulls for a shallower draft than a monohull vessel of the same weight might have. The shallow draft of the Twin Vee design provides access to areas that conventional hulls cannot reach. ● More usable deck space .
The shallow draft of the Twin Vee design provides access to areas that conventional hulls cannot reach. ● More usable deck space . The relatively rectangular design of the Twin Vee expanded deck area allows for more usable deck space than monohulls.
For example, w e currently have fifteen (15) gas-powered models in production ranging in size from our 24-foot, dual engine, center console to our newly designed 40-foot offshore 400 GFX. We designed our first monohull boat, a 22-foot, available in both center and dual consoles.
For example, w e currently have over a dozen gas-powered models in production ranging in size from our 22-foot single engine BayCat, center console to our flagship 40-foot offshore 400 GFX2.
We establish performance criteria that our dealers must meet in order to be part of our network to ensure our dealer network remains strong, which include minimum annual purchase orders. As a member of our network, dealers in North America may qualify for floor plan financing programs, rebates, seasonal discounts, promotional co-op payments and other allowances.
As a member of our network, dealers in North America may qualify for floor plan financing programs, rebates, seasonal discounts, promotional co-op payments and other allowances. We expect this will strengthen our dealers’ ability to sell our products.
We currently have a network of 20 independent boat dealers in 34 locations across North America, the Caribbean and Central America. By expanding our network of qualified dealers, we expect to reduce the risk inherent in having three dealers representing 40% of overall revenues. Design and Introduce a First of a Kind in the Marine Market Pro-Direct Platform.
We currently have a network of 17 independent boat dealers across North America, Hawaii, and Australia. Design and Introduce a First of a Kind in the Marine Market Pro-Direct Platform.
We believe that our diverse product offering and strong market position in the United States helped us capitalize on growth opportunities as our industry recovered from the economic downturn. We have the ability to opportunistically add new dealers and new dealer locations to previously underserved markets and use data and performance metrics to monitor dealer performance.
We consistently review our distribution network to identify opportunities to expand our geographic footprint and improve our coverage of the market. We believe that our diverse product offering and strong market position in the United States helped us capitalize on growth opportunities as our industry recovered from the economic downturn.
The U.S. catamaran market was worth $342.5 million in 2021 and was expected to expand at a CAGR of 5.4% from 2022 to 2030. Based on our brand and product offering, as well as out potential distribution strengths, we believe we are well positioned to leverage our reputation and capture additional international sales.
Based on our brand and product offering, as well as our potential distribution strengths, we believe we are well positioned to leverage our reputation and capture additional international sales.
These investments have resulted in lower material waste, reduced labor hours per boat, reduced re-work, and increased production efficiencies.
These investments have resulted in lower material waste, reduced labor hours per boat, reduced re-work, and increased production efficiencies. Therefore, we are able to offer favorable pricing while increasing margins by controlling costs through disciplined engineering and manufacturing processes.
Therefore, we are able to offer favorable pricing while increasing margins by controlling costs through disciplined engineering and manufacturing processes. 13 Our Markets According to SSI data (Statistical Surveys Incorporated), 179,168 new watercraft were sold in the U.S. in 2024, a decline of 9.59% across the entire industry compared to 2023.
Our Markets According to SSI data (Statistical Surveys Incorporated), 179,168 new watercraft were sold in the U.S. in 2024, a decline of 9.59% across the entire industry compared to 2023. Our core market corresponds most directly with the saltwater outboard market defined by SSI and is further categorized by the power catamaran segment.
A Twin Vee hull is designed to travel with the wave shapes because its buoyancy is to the outside, reducing the snap roll pendulum motion of deep vee monohulls. A Twin Vee’s wider footprint mitigates the effects of rolling seas, making them less likely to capsize and reducing seasickness. ● Shallow draft for travelling in “skinny” waters .
A Twin Vee’s wider footprint mitigates the effects of rolling seas, making them less likely to capsize and reducing seasickness. ● Shallow draft for travelling in “skinny” waters . The weight of the boat is distributed to two hulls for a shallower draft than a monohull vessel of the same weight might have.
The forward motion of a catamaran boat lifts water up towards the top of the tunnel while pushing the water inward to form two counter-flowing vortexes. As these vortexes are being formed, the Twin Vee hull design aerates these vortexes with small air bubbles, which are then compressed at an increasing rate as the vortexes move down the tunnel.
As these vortexes are being formed, the Twin Vee hull design aerates these vortexes with small air bubbles, which are then compressed at an increasing rate as the vortexes move down the tunnel. It is the kinetic energy stored in these compressed air bubbles, which creates a smooth and stable ride.
We currently have fifteen (15) different models in production that range from 22-feet monohull to our newly designed 40-foot offshore 400GFX, offered at retail prices that start at approximately $75,000 and go up to $900,000.
We currently have over a dozen models in production that range from our 22-foot single engine BayCat to our flagship 40-foot offshore 400GFX, offered at retail prices that start at approximately $90,000 and go up to $900,000. We further diversified our offerings in 2025, with our new redesigned 22-foot Twin Vee BayCat. Focus on Innovative Product Offerings.
We currently have 15 models in production ranging in size from our 22-foot, single engine, monohull (Aquasport) to our 40-foot offshore 400 GFX.
We currently have 12 Twin Vee models in or nearing production ranging in size from 24-foot to 40-foot, and 9 monohull (Bahama) models in or nearing production ranging in size from 22-foot to 41-foot.
In 2023 we added eight mono hull models to our line-up. 7 During the 2023 and 2024 fiscal years, we focused our efforts on increased throughput through our facility, and fully integrating the new models from our Aquasport brand that we acquired in 2023.
During the 2025 and 2024 fiscal years, we focused our efforts on increased throughput through our facility, and integrating the new models from our Bahama Boats brand that we acquired in 2025. During the year ended December 31, 2025, two individual dealers each represented over 10% of our total sales and in the aggregate represented 27% of total sales.
We believe our outstanding dealer network allows us to distribute our products more efficiently than our smaller competitors. We do not have written agreements with our dealers. Prior to the beginning of each year, we establish a minimum number of units that each dealer must acquire based upon indications of interest from the dealers.
We have the ability to opportunistically add new dealers and new dealer locations to previously underserved markets and use data and performance metrics to monitor dealer performance. We believe our outstanding dealer network allows us to distribute our products more efficiently than our smaller competitors. We do not have written agreements with our dealers.
For example, during the year end December 31, 2024 three dealers represented 40% of our sales, while during the year end December 31, 2023, five dealers represented 35% of our sales.
For example, during the year end December 31, 2025 two dealers represented 27% of our sales, while during the year end December 31, 2024, three dealers represented 40% of our sales. The loss of business from a significant customer could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The following are some benefits of the catamaran, or Twin Vee’s, hull shape. 9 Power Catamaran Hull Benefits ● Catamaran stability. Catamarans have parallel hulls on the outer edges of the boat rather than in the middle, providing superior stability.
Catamarans have parallel hulls on the outer edges of the boat rather than in the middle, providing superior stability. A Twin Vee hull is designed to travel with the wave shapes because its buoyancy is to the outside, reducing the snap roll pendulum motion of deep vee monohulls.
References herein to “emerging growth company” have the meaning associated with that term in the JOBS Act. 20
References herein to “emerging growth company” have the meaning associated with that term in the JOBS Act. Recent Developments First Amendment to the License and Conditional Sale Agreement with Revver Digital, LLC Effective July 14, 2025, we and our recently formed, wholly owned subsidiary, Wizz Banger, Inc.
Twin Vee’s Twin-Hull Shape Twin Vee catamaran boats are designed for a dry and smooth ride. As a Twin Vee moves through the water, the boat’s symmetrical catamaran hull has lifting strakes on the side of each hull.
During the year ended December 31, 2024, three individual dealers represented over 10% of our total sales, and in the aggregate represented 40% of total sales. Twin Vee’s Twin-Hull Shape Twin Vee catamaran boats are designed for a dry and smooth ride.
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In February 2023, we announced our launch of our new AquaSport brand, a new-monohull boat brand that included a 22-foot center console monohull; a 25-foot dual console, single-engine day boat; a 22-foot dual console monohull; and a 25-foot deck boat, single engine. We delivered our first monohull boats in January of 2023.
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Twin Vee’s lifting strakes work to not only create lift, but also to make the ride smoother. The forward motion of a catamaran boat lifts water up towards the top of the tunnel while pushing the water inward to form two counter-flowing vortexes.
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In May of 2023, we entered into a finance lease, securing the rights to the AquaSport brand and facility in White Bluff, Tennessee. The AquaSport brand appeals to first-time boat buyers, the freshwater market, and consumers that prefer a monohull boat[, all of which represent markets in which we are expanding our footprint and dealer representation.
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The stability of Twin Vee’s catamaran design allows fishing from one side without the extreme listing of a monohull. Wizz Banger Platform We are developing Wizz Banger, a technology-enabled marine retail and valuation platform intended to modernize and streamline the process of buying, selling, trading, and financing recreational boats.
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Recent Developments Merger 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 Twin Vee, Twin Vee Merger Sub, Inc. and Forza, Merger Sub was merged with and into Forza (the “Merger”), with Forza surviving the Merger as a wholly-owned subsidiary of Twin Vee.
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This initiative represents the evolution of our prior Pro Direct platform concept and consists of two primary components: (i) the Wizz Banger Value App, which utilizes artificial intelligence (“AI”) and multi-source data inputs to generate independent, condition-specific valuation assessments of new and used boats, and (ii) Wizz Banger Boats, a related physical retail location intended to be established at our Fort Pierce, Florida headquarters.
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At the effective time of the Merger, (a) each outstanding share of common stock of Forza , par value $0.001 per share of Forza (the “Forza Common Stock”) (other than any shares held by Twin Vee) was converted into the right to receive 0.611666275 shares of Twin Vee common stock, par value $0.001 per share (the “Twin Vee Common Stock”), (b) each outstanding Forza stock option, whether vested or unvested, that had not previously been exercised prior to such time was converted into an option to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock covered by such option, (c) each outstanding warrant to purchase shares of Forza Common Stock was assumed by Twin Vee and converted into a warrant to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock for which such warrant was exercisable for prior to the Effective Time, and (d) the 7,000,000 shares of Forza Common Stock held by Twin Vee were cancelled.
Added
The objective of Wizz Banger is to reduce valuation inconsistencies across the marine industry, improve transparency for all participants in the transaction cycle, and shorten the time required for consumers to obtain financing approvals. We believe that increased valuation alignment among lenders, insurers, dealers, and customers may enhance efficiency in the marine retail ecosystem and potentially increase transaction completion rates.
Removed
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”).
Added
Wizz Banger Value App: Data Aggregation and Valuation Methodology The Wizz Banger Value App is designed to serve as an independent valuation tool that aggregates and analyzes multiple categories of data, including: 8 ● Historical sales data obtained through API integrations with third-party data providers. ● Current listings across national and regional marketplaces. ● AI-based visual assessments, including of hull surfaces, gelcoat oxidation, cushions and upholstery, hardtops and T-tops, trailer condition, and visible aftermarket components such as radar, sonar, GPS, cameras, power poles, and battery systems. ● Comparative equipment and configuration adjustments based on historical market behavior.
Removed
At the effective time of the Merger, in accordance with the terms of the Merger Agreement, the size of Twin Vee’s board of directors (the “Board”) was set at five, Joseph Visconti, Preston Yarborough, Neil Ross and Kevin Schuyler remained as directors of Twin Vee and Marcia Kull was appointed as a director of Twin Vee.
Added
The AI component utilizes image-recognition models to evaluate visual condition factors with greater consistency than traditional manual inspections. While the system does not measure engine hours or identify internal mechanical issues, it is designed to significantly narrow valuation ranges by eliminating subjective variability and inconsistent dealer or third-party assessments.
Removed
Effective as of the effective time of the Merger, Bard Rockenbach and James Melvin resigned as directors of Twin Vee and any committees thereof 8 Sale Agreement with Revver Digital, LLC On February 4, 2025, we entered into an agreement (the “Sale Agreement”), effective February 4, 2025 (the “Effective Date”), with Revver Digital, LLC, a Delaware limited liability company and wholly owned subsidiary of One Water Marine Inc.
Added
By standardizing the valuation input process, the Wizz Banger Value App seeks to provide lenders, insurers, dealers, and customers with a more reliable, condition-specific, and data-supported valuation reference point.
Removed
Twin Vee catamaran hulls do not need planing speed power to travel rapidly.
Added
Potential Industry Impact and Expected Benefits We believe that a more unified valuation framework could positively impact several parts of the marine transaction process: ● Financing Efficiency : Providing lenders with consistent data may reduce the underwriting and decision-making timeline. ● Insurance Alignment : More standardized condition assessments may improve insurer confidence in collateral evaluation. ● Dealer Operations : Consistent valuations may support more efficient trade-in processes and reduce negotiation variability. ● Customer Experience : Shorter financing cycles and improved transparency may help reduce transaction fallout and increase customer participation in the market.
Removed
The stability of Twin Vee’s catamaran design allows fishing from one side without the extreme listing of a monohull. Twin Vee’s Monohull We expect our new monohull line to appeal to first-time boat buyers, the freshwater market and consumers that prefer a monohull boat. These categories represent larger segments of the market for boat buyers than that of power catamarans.
Added
Many marine transactions are delayed or abandoned due to the time-consuming and uncertain financing process. Our intention is to assist in reducing these inefficiencies by providing valuation data that may help lenders issue decisions more quickly and with greater confidence.
Removed
By appealing to these segments, we believe our new monohull line has the potential to drive significant growth for our company.
Added
Wizz Banger Boats Retail Location As part of the Wizz Banger initiative, we plan to launch Wizz Banger Boats, a physical retail location situated directly on our U.S. Highway 1 frontage at our Fort Pierce, Florida headquarters.
Removed
In 2024, we introduced our all new 28-foot dual engine “Superboat.” We expect to follow that introduction with updated 22-foot and 24-foot designs in 2025. 10 Pro Direct Platform At its core, Pro Direct will be designed to provide a comprehensive, customer-centric approach to the boat buying process.
Added
This site is expected to function as the initial operational deployment location for the Wizz Banger Value App, where we will integrate the valuation system into live retail, trade-in, and resale activities.
Removed
Much like Toyota’s Smart Path, which allows users to shop, customize, and price vehicles, Twin Vee’s Pro Direct will enable consumers to navigate their boat purchase journey from the comfort of their own homes.
Added
The location will also allow us to assess real-world dealer and customer behavior, validate the valuation engine under practical transaction conditions, refine the system’s accuracy, and evaluate operational processes that may be expanded to additional locations in the future.
Removed
The platform will empower users to explore a wide range of options, including the ability to customize their boats, compare prices, check nearby inventory, apply for financing, evaluate trade-in values, and even arrange delivery—all through a user-friendly interface.
Added
The initial site will focus on used-boat retailing, trade-ins, and evaluation services and may also be used to support lender and insurance partners who require in-person verification of valuation inputs. 9 Our Strategy Overall Strategy We intend to capitalize on the thriving broader marine industry through the following strategies: Develop New and Innovative Products in Our Core Market.
Removed
The primary goal of Pro Direct is to create a cohesive experience that bridges the gap between original equipment manufacturers (OEMs), dealers, and consumers. By leveraging technology and data analytics, Twin Vee aims to streamline the sales process, ensuring that each stakeholder can engage more effectively and transparently.
Added
As consumer expectations change, we hope to revolutionize the marine industry with Wizz Banger, a technology-enabled marine retail and valuation platform intended to modernize and streamline the process of buying, selling, trading, and financing recreational boats. Increase Our Sales in International Markets . We believe we have a brand that will have natural growth in international markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.
Biggest changeIf 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. 28 We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.
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.
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.
While we have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information.
While we have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information.
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.
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.
(“Forza”), commenced an action in the Chancery Court of the State of Delaware, captioned Youseph, et al. v. Visconti, et al., Case No. 2025-0262, by filing a putative class action complaint (the “Complaint”) against Defendants Joseph Visconti, Kevin Schuyler, Neil Ross, Twin Vee Powercats Co. and Twin Vee Powercats, Inc.
(“Forza”), commenced an action in the Court of Chancery in the State of Delaware, captioned Youseph, et al. v. Visconti, et al., Case No. 2025-0262, by filing a putative class action complaint (the “Complaint”) against Defendants Joseph Visconti, Kevin Schuyler, Neil Ross, Twin Vee PowerCats Co. and Twin Vee PowerCats, Inc.
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: 48 ● actual or anticipated variations in our and our competitors’ results of operations and financial condition; ● market acceptance of our diagnostic tests and therapeutic products; ● the mix of products that we sell and related services that we provide; ● changes in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts; ● development of technological innovations or new competitive diagnostic tests or therapeutic products by others; ● announcements of technological innovations or new diagnostic tests or therapeutic products by us; ● our failure to achieve a publicly announced milestone; ● delays between our expenditures to develop and market new or enhanced diagnostic tests or therapeutic products and the generation of sales from those diagnostic tests and therapeutic products; ● developments concerning intellectual property rights, including our involvement in litigation; ● our sale or proposed sale, or the sale by our significant shareholders, of our common stock or other securities in the future ● changes in key personnel; ● success or failure of our research and development projects or those of our competitors; ● the trading volume of our common stock; and ● general economic and market conditions and other factors, including factors unrelated to our operating performance.
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; ● market acceptance of our diagnostic tests and therapeutic products; ● the mix of products that we sell and related services that we provide; ● changes in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts; ● development of technological innovations or new competitive diagnostic tests or therapeutic products by others; ● announcements of technological innovations or new diagnostic tests or therapeutic products by us; ● our failure to achieve a publicly announced milestone; ● delays between our expenditures to develop and market new or enhanced diagnostic tests or therapeutic products and the generation of sales from those diagnostic tests and therapeutic products; ● developments concerning intellectual property rights, including our involvement in litigation; ● our sale or proposed sale, or the sale by our significant shareholders, of our common stock or other securities in the future ● changes in key personnel; ● success or failure of our research and development projects or those of our competitors; ● the trading volume of our common stock; and ● general economic and market conditions and other factors, including factors unrelated to our operating performance.
If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: 40 ● cease making, using, selling or offering to sell processes, goods or services that incorporate or use the third-party intellectual property; ● pay substantial damages; ● seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; ● redesign our boats or other goods or services to avoid infringing the third-party intellectual property; ● establish and maintain alternative branding for our products and services; or ● find-third providers of any part or service that is the subject of the intellectual property claim.
If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: ● cease making, using, selling or offering to sell processes, goods or services that incorporate or use the third-party intellectual property; ● pay substantial damages; ● seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; ● redesign our boats or other goods or services to avoid infringing the third-party intellectual property; ● establish and maintain alternative branding for our products and services; or ● find-third providers of any part or service that is the subject of the intellectual property claim.
These factors include, but are not limited to: 23 ● Seasonal consumer demand for our products; ● Discretionary spending habits; ● Changes in pricing in, or the availability of supply in, the powerboat market; ● Failure to maintain a premium brand image; ● Disruption in the operation of our manufacturing facilities; ● Variations in the timing and volume of our sales; ● The timing of our expenditures in anticipation of future sales; ● Sales promotions by us and our competitors; ● Changes in competitive and economic conditions generally; ● Consumer preferences and competition for consumers’ leisure time; ● Impact of unfavorable weather conditions; ● Changes in the cost or availability of our labor; and ● Increased fuel prices.
These factors include, but are not limited to: ● Seasonal consumer demand for our products; ● Discretionary spending habits; ● Changes in pricing in, or the availability of supply in, the powerboat market; ● Failure to maintain a premium brand image; ● Disruption in the operation of our manufacturing facilities; ● Variations in the timing and volume of our sales; ● The timing of our expenditures in anticipation of future sales; ● Sales promotions by us and our competitors; ● Changes in competitive and economic conditions generally; ● Consumer preferences and competition for consumers’ leisure time; ● Impact of unfavorable weather conditions; ● Changes in the cost or availability of our labor; and ● Increased fuel prices.
Among other things included in these provisions: 50 ● our board of directors is divided into three classes, one class of which is elected each year by our stockholders with the directors in each class to serve for a three-year term; ● the authorized number of directors can be changed only by resolution of our board of directors; ● directors may be removed only by the affirmative vote of the holders of at least sixty percent (60%) of our voting stock, whether for cause or without cause; ● our bylaws may be amended or repealed by our board of directors or by the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of our stockholders; ● stockholders may not call special meetings of the stockholders or fill vacancies on the board of directors; ● our board of directors will be authorized to issue, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the board of directors and that, if issued, could operate as a ”poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve; ● our stockholders do not have cumulative voting rights, and therefore our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors; and ● our stockholders must comply with advance notice provisions to bring business before or nominate directors for election at a stockholder meeting.
Among other things included in these provisions: 41 ● our board of directors is divided into three classes, one class of which is elected each year by our stockholders with the directors in each class to serve for a three-year term; ● the authorized number of directors can be changed only by resolution of our board of directors; ● directors may be removed only by the affirmative vote of the holders of at least sixty percent (60%) of our voting stock, whether for cause or without cause; ● our bylaws may be amended or repealed by our board of directors or by the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of our stockholders; ● stockholders may not call special meetings of the stockholders or fill vacancies on the board of directors; ● our board of directors will be authorized to issue, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve; ● our stockholders do not have cumulative voting rights, and therefore our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors; and ● our stockholders must comply with advance notice provisions to bring business before or nominate directors for election at a stockholder meeting.
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. 39 A significant portion of our intellectual property is not protected through patents or formal copyright registration.
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.
We are actively monitoring the effects these disruptions 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.
We are actively monitoring the effects these disruptions and increasing inflation could have on our operations. These conditions could make it extremely difficult for us to accurately forecast and plan future business activities. 20 Our annual and quarterly financial results are subject to significant fluctuations depending on various factors, many of which are beyond our control.
Their financial health may suffer for a variety of reasons, including a downturn in general economic conditions, rising interest rates, higher rents, increased labor costs and taxes, compliance with regulations, and personal financial issues. In addition, our dealers require adequate liquidity to finance their operations, including purchases of our products.
Their financial health may suffer for a variety of reasons, including a downturn in general economic conditions, rising interest rates, higher rents, increased labor costs and taxes, compliance with regulations, and personal financial issues. 22 In addition, our dealers require adequate liquidity to finance their operations, including purchases of our products.
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 listed on Nasdaq.
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.
In addition, applicable laws regulating dealer relations may also require us to repurchase our products from our dealers under certain circumstances, 26 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.
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 need to enter into supply arrangements on unsatisfactory terms, or if there are any delays to our supply arrangements, it could adversely affect our business and operating results. Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.
If we need to enter into supply arrangements on unsatisfactory terms, or if there are any delays to our supply arrangements, it could adversely affect our business and operating results. 23 Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our results of operations.
Reduced demand for new boats 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. Market acceptance of our products depends on our technological innovation and our ability to implement technology in our boats.
Reduced demand for new boats could lead to reduced sales by us, which could adversely affect our business, results of operations, and financial condition. 25 Our sales and profitability depend, in part, on the successful introduction of new products. Market acceptance of our products depends on our technological innovation and our ability to implement technology in our boats.
Our business is cyclical in nature and its success is impacted by economic conditions, the overall level of consumer confidence and discretionary income levels. Any substantial deterioration in general economic conditions that diminishes consumer confidence or discretionary income may reduce our sales and materially adversely affect our business, financial condition and results of operations.
Our business is cyclical in nature and its success is impacted by economic conditions, 34 the overall level of consumer confidence and discretionary income levels. Any substantial deterioration in general economic conditions that diminishes consumer confidence or discretionary income may reduce our sales and materially adversely affect our business, financial condition and results of operations.
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. 45 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 further improve our internal controls over financial reporting, including by expanding our staff.
General economic conditions, particularly in the U.S., affect our industry, demand for our products and our business, and results of operations. 41 Demand for premium boat brands has been significantly influenced by weak economic conditions, low consumer confidence, high unemployment, and increased market volatility worldwide, especially in the U.S.
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 has been significantly influenced by weak economic conditions, low consumer confidence, high unemployment, and increased market volatility worldwide, especially in the U.S.
Common shares which we sell could be sold into any market which develops, which could adversely affect the market price. 44 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.
Common shares which we sell could be sold into any market which develops, which could adversely affect 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.
Although our management believes that the quality of our products in the 25 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.
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.
Furthermore, our ability to declare and pay dividends may be limited by instruments governing future outstanding indebtedness we may incur. FINRA sales practice requirements may limit your ability to buy and sell our common shares, which could depress the price of our shares.
Furthermore, our ability to declare and pay dividends may be limited by instruments governing future outstanding indebtedness we may incur. FINRA sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.
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 34 in digital form stored on cloud servers.
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.
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 24 product delivery to customers.
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.
If a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, or results of operations. Item 1B. Unresolved Staff Comments. None.
If a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, or results of operations. 42 Item 1B. Unresolved Staff Comments.
Significant increases in manufacturing workforce costs could materially adversely affect our business, financial condition or results of operations. 21 We have a large, fixed cost base that will affect our profitability if our sales decrease. The fixed cost levels of operating a powerboat manufacturer can put pressure on profit margins when sales and production decline.
Significant increases in manufacturing workforce costs could materially adversely affect our business, financial condition or results of operations. 19 We have a large, fixed cost base that will affect our profitability if our sales decrease. The fixed cost levels of operating a powerboat manufacturer can put pressure on profit margins when sales and production decline.
Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the market price of our common stock. 46 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.
Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the market price of our common stock. 38 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.
We do not have any 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 do not have any patent protection for our gas-powered motor products. The only patent protection we have is for our electric products which we are no longer developing.
Failure to adjust manufacturing levels adequately may have a material adverse effect on our financial condition and results of operations. We depend on our network of independent dealers for our gas-powered 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.
Failure to adjust manufacturing levels adequately may have a material adverse effect on our financial condition and results of operations. 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.
Any inability to achieve these objectives could adversely impact the profitability of our products and our ability to deliver desirable products to our consumers. 31 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.
Any inability to achieve these objectives could adversely impact the profitability of our products and our ability to deliver desirable products to our consumers. 26 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.
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.
At our 2024 Annual Meeting 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.
Any investment decision will 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.
Any investment decision will 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, 2025 and 2024 and could continue to incur losses in the future.
The occurrence of any such network or information systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations. 35 Our business and operations would suffer in the event of computer system failures.
The occurrence of any such network or information systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations. 29 Our business and operations would suffer in the event of computer system failures.
(collectively, “Defendants”), related to Forza’s merger with us seeking an unspecified award of damages, plus interest, costs, and attorneys’ fees. Plaintiffs’ Complaint asserts claims (1) against Defendants for breach of fiduciary duty in their capacities as controlling shareholders of Forza, (2) against Messrs.
(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 Defendants for breach of fiduciary duty in their capacities as controlling shareholders of Forza, (2) against Messrs.
We typically manufacture our boats based upon indications of interest received from dealers who are not contractually obligated to purchase any boats.
We typically manufacture our gas-powered boats based upon indications of interest received from dealers who are not contractually obligated to purchase any boats.
We cannot assure you that we will not face greater competition from existing large or small manufacturers or that we will be able to compete successfully with new competitors. Our failure to compete effectively with our current and future competitors would adversely affect our business, financial condition, and results of operations.
We cannot assure you that we will not face greater competition from existing large or small manufacturers or that we will be able to compete successfully with new competitors. Our failure to compete effectively with our current and future competitors would adversely affect our business, financial condition, and results of operations. We also compete with other manufacturers for employees.
We also compete with other manufacturers for employees. 29 We face increasing competition for dealers and have little control over their activities. We face intense competition from other performance sport boat manufacturers in attracting and retaining dealers and customers, affecting our ability to attract or retain relationships with qualified and successful dealers and consumers looking to purchase boats.
We face increasing competition for dealers and have little control over their activities. We face intense competition from other performance sport boat manufacturers in attracting and retaining dealers and customers, affecting our ability to attract or retain relationships with qualified and successful dealers and consumers looking to purchase boats.
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.
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, it will not be eligible for a Compliance Period.
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.
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.
As a public company, we will be 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.
As a public company, we are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. 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.
Our operations and performance depend significantly on economic conditions, including the introduction of new tariffs. Global financial conditions continue to be subject 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.
Our operations and performance depend significantly on economic conditions, including the introduction of new tariffs. Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence, resulting in a significant reduction in many major market indices.
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.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. 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.
Risks that we face in undertaking this expansion include: 32 ● training new personnel; ● forecasting production and revenue; ● expanding our marketing efforts, including the marketing of a new powertrain that we intend to develop; ● controlling expenses and investments in anticipation of expanded operations; ● establishing or expanding design, manufacturing, sales and service facilities; ● implementing and enhancing administrative infrastructure, systems and processes; and ● addressing new markets.
Risks that we face in undertaking this expansion include: ● training new personnel; ● forecasting production and revenue; ● expanding our marketing efforts, including the marketing of a new powertrain that we intend to develop; ● controlling expenses and investments in anticipation of expanded operations; ● establishing or expanding design, manufacturing, sales and service facilities; ● implementing and enhancing administrative infrastructure, systems and processes; and ● addressing new markets. 27 We intend to continue to hire a number of additional personnel, including design and manufacturing personnel and service technicians.
Visconti, Schuyler, and Ross for breach of fiduciary duty in their capacities as directors of Forza, and (3) against Mr. Visconti for breach of fiduciary duty in his capacity as an officer of Forza. Defendants intend to vigorously defending against the claims.
Visconti, Schuyler, and Ross for breach of fiduciary duty in their capacities as directors of Forza, and (3) against Mr. Visconti for breach of fiduciary duty in his capacity as an officer of Forza. Defendants deny the allegations and intend to vigorously defend against the claims.
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 any boats.
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.
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.
Accordingly, we may fail to maintain compliance with the Minimum Bid Price requirement or the other Nasdaq listing requirements.
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. 39 We are also a “smaller reporting company” as defined in the Exchange Act and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies.
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.
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.
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.
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 offerings.
Because of 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.
We intend to vigorously defend against all such claims. Because of 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.
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 common equity, debt, or preferred stock financing in the future. Your rights and the value of your investment in our securities could be reduced.
Additionally, the market price of our common stock may decline further, and stockholders may lose some or all of their investment. 36 Terms of subsequent financings may adversely impact your investment. We may have to engage in common equity, debt, or preferred stock financing in the future.
These instances of volatility and market turmoil could adversely affect our operations and the trading price of our common shares resulting in: ● 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; and ● third-party suppliers being unable to produce parts and components for our products in the same quantity or on the same timeline or being unable to deliver such parts and components as quickly as before or subject to price fluctuations, which could have a material adverse effect on our production or the cost of such production. 42 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.
These instances of volatility and market turmoil could adversely affect our operations and the trading price of our common shares resulting in: ● 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; and ● third-party suppliers being unable to produce parts and components for our products in the same quantity or on the same timeline or being unable to deliver such parts and components as quickly as before or subject to price fluctuations, which could have a material adverse effect on our production or the cost of such production.
During the year ended December 31, 2024 and 2023, we purchased all engines for our boats under supplier agreements with three vendors.
During the year ended December 31, 2025, we purchased all engines for our boats under supplier agreements with three vendors.
We presently have no intention to pay dividends on our common stock at any time in the foreseeable future.
We do not intend to pay dividends on our common stock for the foreseeable future. We presently have no intention to pay dividends on our common stock at any time in the foreseeable future.
In addition, if we need to raise more equity capital from the sale of common shares, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment.
The terms of preferred stock could be more advantageous to those investors than to the holders of common shares. In addition, if we need to raise more equity capital from the sale of common shares, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment.
The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of our common stock, including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions. 49 We do not intend to pay dividends on our common stock for the foreseeable future.
The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of our common stock, including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.
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 disputes with us or our directors, officers, or employees 51 Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine.
Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine.
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. 33 Our Chief Executive Officer owns 22.6% of our outstanding common stock.
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.
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.
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.
Further, any such interruption, security breach, loss or disclosure of confidential information, could result in financial, legal, business, and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations or cash flow. 36 Uninsured losses could result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.
Further, any such interruption, security breach, loss or disclosure of confidential information, could result in financial, legal, business, and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations or cash flow.
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.
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.
Many of our employees were previously employed by other companies with similar or related technology, products or services. We are, and may in the future become, subject to claims that we, they or these employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers. Litigation may be necessary to defend against these claims.
We are, and may in the future become, subject to claims that we, they or these employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers. Litigation may be necessary to defend against these claims.
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.
Our gas-powered products 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.
Interest on debt securities could increase costs and negatively impacts operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of common shares.
Your rights and the value of your investment in our securities could be reduced. Interest on debt securities could increase costs and negatively impacts operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital.
At this time, the Company is unable to estimate the ultimate outcome of this matter. 37 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. We intend to vigorously defend against all such claims.
At this time, as the matter is in the pleadings stage, we are unable to estimate or project the ultimate outcome of this matter. 31 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 us to incur significant defense and settlement costs or liability.
Although we maintain property, casualty, and business interruption insurance of the types and in the amounts that we believe are customary for the industry, we are not fully insured against all potential natural disasters or other disruptions to our manufacturing facility.
Although we maintain property, casualty, and business interruption insurance of the types and in the amounts that we believe are customary for the industry, we are not fully insured against all potential natural disasters or other disruptions to our manufacturing facility. 21 If we fail to manage our manufacturing levels while still addressing the seasonal retail pattern for our products, our business and margins may suffer.
They may assert these patents against us and we may be required to license these patents on unfavorable terms or cease using the technology covered by these patents, either of which would harm our competitive position and may materially adversely affect our business. 30 We also cannot be certain that our products or features have not infringed or will not infringe the proprietary rights of others.
They may assert these patents against us and we may be required to license these patents on unfavorable terms or cease using the technology covered by these patents, either of which would harm our competitive position and may materially adversely affect our business.
Further, insurance coverage may not continue to be available to us or, if available, may be at a significantly higher cost, especially if insurance providers perceive any increase in our risk profile in the future.
Further, insurance coverage may not continue to be available to us or, if available, may be at a significantly higher cost, especially if insurance providers perceive any increase in our risk profile in the future. 30 Our investments in artificial intelligence may not be successful, which could adversely affect our business, reputation, or financial results.
For the years ended December 31, 2024 and 2023, respectively, we incurred a loss from operations of $14,551,769 and $11,987,299; and a net loss of $14,009,906 and $9,782,196. As of December 31, 2024, we had an accumulated deficit of approximately $25,392,955 million.
For the years ended December 31, 2025 and 2024, respectively, we incurred a loss from operations of $8,781,299 and $14,551,769; and a net loss of $8,607,273 and $14,009,906. As of December 31, 2025 and 2024, we had an accumulated deficit of approximately $34,000,228 and $25,392,955, respectively.
Moreover, compliance with these regulatory requirements could increase the cost of our products, which in turn, may reduce consumer demand. 28 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.
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.
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.
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.
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.
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. 24 As with most boat construction businesses, our manufacturing processes involve the use, handling, storage, and contracting for recycling or disposal of hazardous substances and wastes.
In the ordinary course of business, we may be subject to losses resulting from product liability, accidents, acts of God and other claims against us, for which we may have no insurance coverage.
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 to losses resulting from product liability, accidents, acts of God and other claims against us, for which we may have no insurance coverage.
On March 14, 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.
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.
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. Our success depends, in part, upon the financial health of our dealers and their continued access to financing.
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, in part, upon the financial health of our dealers and their continued access to financing.
We do not have an insurance policy on the life of our chief executive officer, and we do not have “key person” life insurance policies for any of our other officers or advisors.
We cannot assure you that we will be able to continue to attract or retain such persons. We do not have an insurance policy on the life of our Chief Executive Officer, and we do not have “key person” life insurance policies for any of our other officers or advisors.
If we were involved in securities litigation, it could impose a substantial cost upon us and divert the resources and attention of our management from our business.
In the past, following periods of market volatility, public company shareholders have often instituted securities class action litigation. If we were involved in securities litigation, it could impose a substantial cost upon us and divert the resources and attention of our management from our business.
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.
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.
These other warranties include warranties covering engines purchased from suppliers and other components. 27 Our standard warranties require us or our dealers to repair or replace defective products during such warranty periods at no cost to the consumer. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement.
Our standard warranties require us or our dealers to repair or replace defective products during such warranty periods at no cost to the consumer. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement. The repair and replacement costs we could incur in connection with a recall could adversely affect its business.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe consult with a third-party specialist with regard to our cyber risk management processes and controls. 52 Our management team is responsible for oversight and administration of our cyber risk management protocol, and for informing senior management and other relevant stakeholders regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Biggest changeOur management team is responsible for oversight and administration of our cyber risk management protocol, and for informing senior management and other relevant stakeholders regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our Audit Committee also provides oversight of risks from cybersecurity threats.
We acknowledge that the risk of cyber incidents is prevalent in the current threat landscape and that a future cyber incident may occur in the normal course of its business. To date, we have not had a cybersecurity incident.
We acknowledge that the risk of cyber incidents is prevalent in the current threat landscape and that a future cyber incident may occur in the normal course of its business. To date, we have not had a material cybersecurity incident.
Our Audit Committee also provides oversight of risks from cybersecurity threats. As part of its review of the adequacy of our system of internal controls over financial reporting and disclosure controls and procedures, the Audit Committee is specifically responsible for reviewing the adequacy of our computerized information system controls and security related thereof.
As part of its review of the adequacy of our system of internal controls over financial reporting and disclosure controls and procedures, the Audit Committee is specifically responsible for reviewing the adequacy of our computerized information system controls and security related thereof.
In addition, we maintain policies over areas such as information security, access on/offboarding, and access and account management, to help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities.
In addition, we maintain policies over areas such as information security, access on/offboarding, and access and account management, to help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities. We consult with a third-party specialist with regard to our cyber risk management processes and controls.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−1 removed1 unchanged
Biggest changeWe entered into the lease on January 1, 2020, which, as amended January 1, 2021, provided for an initial term of five years and one additional five-year term at the option of the Company. The current base rent payment is $36,465 per month including property taxes and the lease required a $25,000 security deposit.
Biggest changeWe entered into the lease on January 1, 2020, which, as amended January 1, 2021, provided for an initial term of five years and one additional five-year term at the option of the Company. The Lease Agreement was amended on December 31, 2025 and was converted to a month-to-month tenancy while the parties negotiate a subsequent lease agreement.
Removed
The base rent increases five percent (5%) on the anniversary of each annual term. We have engaged in several building capacity expansion and improvement projects during the last year. 53
Added
During the month-to-month tenancy, the Company pays Visconti Holdings, LLC $36,456 per month plus applicable sales and use tax, which is currently 6.5% in St. Lucie County, Florida. 43

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+1 added−0 removed3 unchanged
Biggest changeVisconti, Schuyler, and Ross for breach of fiduciary duty in their capacities as directors of Forza, and (3) against Mr. Visconti for breach of fiduciary 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. Item 4.
Biggest changeVisconti, Schuyler, and Ross for breach of fiduciary duty in their capacities as directors of Forza, and (3) against Mr. Visconti for breach of fiduciary duty in his capacity as an officer of Forza. Defendants deny the allegations and intend to vigorously defend against the claims.
(“Forza”), commenced an action in the Chancery Court of the State of Delaware, captioned Youseph, et al. v. Visconti, et al., Case No. 2025-0262, by filing a putative class action complaint (the “Complaint”) against Defendants Joseph Visconti, Kevin Schuyler, Neil Ross, Twin Vee Powercats Co. and Twin Vee Powercats, Inc.
(“Forza”), commenced an action in the Court of Chancery in the State of Delaware, captioned Youseph, et al. v. Visconti, et al., Case No. 2025-0262, by filing a putative class action complaint (the “Complaint”) against Defendants Joseph Visconti, Kevin Schuyler, Neil Ross, Twin Vee PowerCats Co. 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. Plaintiffs’ Complaint asserts claims (1) against Defendants for breach of fiduciary duty in their capacities as controlling shareholders of Forza, (2) against Messrs.
(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 Defendants for breach of fiduciary duty in their capacities as controlling shareholders of Forza, (2) against Messrs.
Added
At this time, as the matter is in the pleadings stage, the Company is unable to estimate or project the ultimate outcome of this matter. Item 4. Mine Safety Disclosures. Not applicable 44 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe number of holders of record is based on the actual number of holders registered on the books of our transfer agent and does not reflect holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security position listings maintained by depository trust companies. 54 Dividend Policy We did not pay a cash dividend during the 2024 or 2023 fiscal years.
Biggest changeThe number of holders of record is based on the actual number of holders registered on the books of our transfer agent and does not reflect holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security position listings maintained by depository trust companies.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock has traded on the Nasdaq Stock Market LLC under the symbol “VEEE” since July 21, 2021. The last price of our common stock as reported on the Nasdaq Capital Market LLC on March 17, 2025 was $0.40 per share.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock has traded on the Nasdaq Stock Market LLC under the symbol “VEEE” since July 21, 2021. The last price of our common stock as reported on the Nasdaq Capital Market LLC on February 25, 2026 was $0.44 per share.
Stockholders We have two classes of stock, undesignated preferred stock and $0.001 par value common stock. No shares of preferred stock have been issued or are outstanding. As of March 17, 2025, we had 274 common stock stockholders of record.
Stockholders We have two classes of stock, undesignated preferred stock and $0.001 par value common stock. No shares of preferred stock have been issued or are outstanding. As of February 25, 2026, we had 186 common stock stockholders of record.
We presently intend to retain our earnings, if any, to finance the development and growth of our business and operations and do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future.
Dividend Policy We did not pay a cash dividend during the 2025 or 2024 fiscal years. We presently intend to retain our earnings, if any, to finance the development and growth of our business and operations and do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future.
Removed
Use of Proceeds On July 23, 2021, we closed our initial public offering pursuant to which we offered and sold 3,000,000 shares of our common stock at an offering price of $6.00 per share (for aggregate gross proceeds of $18,000,000), pursuant to our Registration Statement on Form S-1 (as amended) (File No. 333-255134), which was declared effective by the SEC on July 20, 2021, as amended by the Registration Statement on Form S-1 MEF (File No. 333-258058) filed with the SEC on July 20, 2021 and effective as of the date of filing.
Added
Issuer Purchases of Equity Securities There were no issuer purchases of equity securities during the years ended December 31, 2025 and 2024. Item 6. [Reserved].
Removed
All proceeds have been applied as planned and disclosed in the registration statements. Recent Sale of Unregistered Securities We did not sell any equity securities during the years ended December 31, 2024 and 2023 in transactions that were not registered under the Securities Act other than as disclosed in our filings with the SEC.
Removed
Issuer Purchases of Equity Securities There were no issuer purchases of equity securities during the years ended December 31, 2024 and 2023. 55 Equity Compensation Plan Information On April 8, 2021, our board of directors and our stockholders approved the Twin Vee PowerCats Co. 2021 Stock Incentive Plan, as amended and restated on June 1, 2021 (the “2021 Plan”).
Removed
The following table provides information, as of December 31, 2024 with respect to options outstanding under the 2021 Plan.
Removed
Plan Category Number of Securities to be Issued upon Exercise of Outstanding Equity Compensation Plan Options* Weighted- Average Exercise Price of Outstanding Equity Compensation Plan Options Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in the first column) (1) Equity compensation plans approved by security holders (2) 2,223,711 2.82 948,089 Equity compensation plans not approved by security holders — Total 2,223,711 2.82 948,08 9 (1) The maximum number of shares of common stock that may be issued under the 2021 Plan will automatically increase on January 1 of each calendar year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in a number of shares of common stock equal to 4.5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; provided, however that the board of directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of common stock.
Removed
In addition, effective as of November 11, 2024, the 2021 Plan was amended to increase the number of shares of common stock available for issuance thereunder by 1,000,000 shares to 3,171,800 shares.
Removed
(2) This table does not present information regarding equity awards under the Forza’s 2022 Stock Incentive Plan (the “2022 Plan”) that were assumed by us in connection with the Merger.
Removed
As of December 31, 2024, an additional 480,458 shares of our common stock were subject to options outstanding that were assumed in the Merger. 56 2021 Stock Incentive Plan See “Executive Compensation and Director Compensation—Employee Benefit and Stock Plans—2021 Stock Incentive Plan” in Part III, Item 10 for a description of the Twin Vee PowerCats Co. 2021 Stock Incentive Plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

42 edited+44 added−22 removed16 unchanged
Biggest changeOur property, plant, and equipment went up as we invested in additional boat molds for new model, equipment to support our increased production levels, and leasehold improvements to improve the quality of our products and new and expanded production facilities 59 Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 The following table provides certain selected financial information for the years presented: Years Ended December 31, 2024 2023 $ Change % Change Net sales $ 14,388,517 $ 33,425,912 $ (19,037,395 ) (57 %) Cost of products sold $ 15,139,942 $ 30,159,024 $ (15,019,082 ) (50 %) Gross profit $ (751,425 ) $ 3,266,888 $ (4,018,313 ) (123 %) Operating expenses $ 13,800,344 $ 15,254,187 $ (1,453,843 ) (10 %) Loss from operations $ (14,551,769 ) $ (11,987,299 ) $ (2,564,470 ) 21 % Other expense $ (541,863 ) $ (2,205,103 ) $ 1,663,240 (75 %) Net loss $ (14,009,906 ) $ (9,782,196 ) $ (4,227,710 ) 43 % Basic and dilutive income per share of common stock $ (1.10 ) $ (0.76 ) $ (0.35 ) 46 % Weighted average number of shares of common stock outstanding 10,032,040 9,520,000 Net Sales and Cost Sales Our net sales decreased $19,037,395, or 57% to $14,388,517 for the year ended December 31, 2024 from $33,425,912 for the year ended December 31, 2023.
Biggest changeResults of Operations Comparison of the Years Ended December 31, 2025 and 2024 The following table provides certain selected financial information for the years presented: Year Ended December 31, 2025 2024 $ Change % Change Net sales $ 14,819,130 $ 14,388,517 $ 430,613 3.0 % Cost of products sold (excluding depreciation & amortization) $ 13,562,025 $ 15,139,942 $ (1,577,917 ) (10 %) Gross income (loss) $ 1,257,105 $ (751,425 ) $ 2,008,530 267 % Operating expenses $ 10,038,404 $ 13,800,344 $ (3,761,940 ) (27 %) Loss from operations $ (8,781,299 ) $ (14,551,769 ) $ 5,770,470 40 % Other income $ 174,026 $ 541,863 $ (367,837 ) (68 %) Net loss $ (8,607,273 ) $ (14,009,906 ) $ 5,402,633 (39 %) Basic and dilutive loss per share of common stock $ (4.37 ) $ (11.01 ) $ 6.64 60 % Weighted average number of shares of common stock outstanding 1,968,121 1,003,204 49 Net Sales and Cost Sales Our net sales increased $430,613, or 3% to $14,819,130 for the year ended December 31, 2025 from $14,388,517 for the year ended December 31, 2024.
Provisions have been made to reduce excess or obsolete inventories to their net realizable value. Impairment of Long-Lived Assets Management assesses the recoverability of its long-lived assets when indicators of impairment are present.
Provisions have been made to reduce excess or obsolete inventories to their net realizable value. 53 Impairment of Long-Lived Assets Management assesses the recoverability of its long-lived assets when indicators of impairment are present.
Pending the closing of the sale to us of the OWN Intellectual Property, the Sale Agreement grants us a license to use and sublicense the OWN Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing royalty (the “Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription Revenue (as defined) of the Business; and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”).
Pending the closing of the sale to us of the OWM Intellectual Property, the License and Sale Agreement grants us a license to use and sublicense the OWM Intellectual Property to conduct the Business in consideration of: (a) the payment to OWM of a monthly revenue-sharing royalty (the “Revenue-Sharing Royalty”) of six percent (6%) of the Aggregate Subscription Revenue (as defined in the License and Sale Agreement) of the Business; 46 and (b) a credit to OWM of $500 per OWM dealer who lists boats or yachts on the Domains during such period (the “Dealer Storefront Credit”).
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations . Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined under SEC rules. Item 7A.
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations . Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined under SEC rules.
Our priority over the next year is to grow our revenue base while managing working capital including improving inventory turns. 62 The following table provides selected financial data about us as of December 31, 2024 and December 31, 2023.
Our priority over the next year is to grow our revenue base while managing working capital, including improving inventory turns. The following table provides selected financial data about us as of December 31, 2025 and December 31, 2024.
On the date of the closing (the “Closing”) of the sale to us of the OWN Intellectual Property, the Sale Agreement provides that in consideration of the transfer of, and as a purchase price (the “Purchase Price”) for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000 (the “Minimum Purchase Price”), less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date (the “Remaining Purchase Price”).
On the date of the closing of the sale to us of the OWM Intellectual Property, the License and Sale Agreement provides that in consideration of the transfer of, and as a purchase price for, the OWM Intellectual Property, we will assume certain liabilities of OWM related to the Business and pay to OWM $5,000,000, less the aggregate amount of all Revenue-Sharing Royalties paid to OWM through such date and the aggregate amount of all Dealer Storefront Credits accrued for the benefit of OWM through such date.
Actual events or results may differ materially from those indicated or anticipated, as discussed in the section entitled “Forward Looking Statements.” The following discussion of our financial condition and results of operations should also be read in conjunction with our financial statements and notes to financial statements contained elsewhere in this Annual Report.
Actual events or results may differ materially from those indicated or anticipated, as discussed in the section entitled “Forward Looking Statements.” The following discussion of our financial condition and results of operations should also be read in conjunction with our financial statements and notes to financial statements contained elsewhere in this Annual Report. 45 Company Overview Twin Vee PowerCats Co.
Operating expenses for the year ended December 31, 2024 included an impairment charge of $1,674,000 related to the impairment of the partially constructed Forza building based on an appraisal prior to the merger of Twin Vee and Forza.
Operating expenses for the years ended December 31, 2025 and 2024 included an impairment charge of $418,416 and 1,674,000, respectively, related to the impairment of the partially constructed Forza building based on an appraisal prior to the merger of Twin Vee and Forza.
Liquidity and Capital Resources A primary source of funds for the year ended December 31, 2024 was net cash received from sales of our equity securities and those of Forza during prior fiscal years and revenue generated from operations. Our primary use of cash was related to funding the low-level revenue related cash losses from operations and capital improvements.
Liquidity and Capital Resources A primary source of funds for the year ended December 31, 2025 was net cash received from sales of our equity securities and revenue generated from operations. Our primary use of cash was related to funding the low-level revenue related cash-losses from operations and capital improvements.
The majority of the property and equipment purchased were molds for our boat production, for Twin Vee, and additions to facilities in both North Carolina and Ft. Pierce Florida.
The majority of the property and equipment purchased were molds for our boat production, for Twin Vee, and additions to facilities in Ft.
Also resulting from the reduction in headcount year over year were related reductions in the cost of benefits, primarily health insurance, holiday pay and 401K. Professional fees increased by 34%, or $420,086 to $1,669,474 for the year ended December 31, 2024, compared to $1,249,388 for the year ended 2023.
Also resulting from the reduction in headcount year over year were related reductions in the cost of benefits, primarily health insurance, holiday pay and 401K. Professional fees decreased by 48%, or $802,384 to $867,090 for the year ended December 31, 2025, compared to $1,669,474 for the year ended 2024.
Included in those estimates are assumptions about allowances for inventory obsolescence, useful life of fixed assets, warranty reserves and bad-debt reserves. 65 Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method.
Included in those estimates are assumptions about allowances for inventory obsolescence, useful life of fixed assets, and warranty reserves. Inventories Inventories are valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method on a first-in first-out basis.
This reduction was due to the discontinuance of the development of our electric propulsion system for Forza. Other income decreased by 75%, or $1,663,240 to $541,863 for the year ended December 31, 2024, compared to $2,205,103 for the year ended, 2023.
This reduction was due to the discontinuance of the development of our electric propulsion system for Forza. 50 Other income decreased by 68%, or $367,839 to $174,026 for the year ended December 31, 2025, compared to $541,863 for the year ended, 2024.
We continue recruiting efforts for high quality boat dealers and seek to establish new dealers and distributors domestically and internationally to distribute our boats as we grow our production and introduce new models. Our boats are currently outfitted with gas-powered outboard combustion engines. 57 During the year ended December31, 2024, we experienced a dramatic decrease in revenue.
We continue efforts to recruit high quality boat dealers to join our network and seek to establish new dealers and distributors domestically and internationally to distribute our boats as we grow our production and introduce new models. Our boats are currently outfitted with gas-powered outboard combustion engines.
(“OWM”), providing us with the right to acquire certain intellectual property of OWM (the “OWN Intellectual Property”) related to (a) the online marketplace, advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through the websites available at the domains (the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the “Business”).
(“Wizz Banger”), entered into a First Amendment (the “First Amendment”) to that certain license and conditional sale agreement (the “License and Sale Agreement”), entered into and effective as of February 4, 2025, by and between us and Revver Digital, LLC, providing us with the right to acquire certain intellectual property of OWM (the “OWM Intellectual Property”) related to (a) the online marketplace, advertisement, marketing, and sale services of yachts, boats, and yacht and boat accessories and (b) arranging of loans, insurance, and warranty services related to yachts and boats under the brands “Yachts for Sale” and “Boats for Sale” through the websites available at the domains (the “Domains”) “yachtsforsale.com” and “boatsforsale.com” (the “Business”).
Cash Flows from Financing Activities For the year ended December 31, 2024, net cash used by financing activities was approximately $213,744 compared to net cash provided by financing activities of $6,818,020 for the year ended December 31, 2023.
Pierce Florida. 52 Cash Flows from Financing Activities For the year ended December 31, 2025, net cash provided by financing activities was $2,409,646 compared to net cash used in financing activities of $213,744 for the year ended December 31, 2024.
Compliance may be achieved automatically and without further action if the closing bid price of our common stock is at or above $1.00 for a minimum of ten consecutive business days at any time prior to May 5, 2025, Nasdaq will notify us when it determines that we have regained compliance with the Minimum Bid Price Requirement and the matter will be closed.
Compliance would be achieved if the closing bid price of our common stock is at or above $1.00 for a minimum of ten consecutive business days at any time prior to May 5, 2025.
The cash flow from financing activities for the year ended December 31, 2024 included only finance lease payments while for the year ended December 31, 2023, cash provided by finance activities was primarily from proceeds of $6,996,015 and deferred offering cost of $66,463 from a follow-on underwritten public offering for Forza in June 2023. 64 CRITICAL ACCOUNTING ESTIMATES We believe that several accounting policies are important to understanding our historical and future performance.
The cash flow from financing activities for the year ended December 31, 2025 was primarily from the proceeds from a follow-on underwritten public offering of Twin Vee common stock. CRITICAL ACCOUNTING POLICIES AND ESTIMATES We believe that several accounting policies are important to understanding our historical and future performance.
Cash Flow from Investing Activities During the year ended December 31, 2024, we used $1,861,632 for investment activities, compared to $6,629,021 used during the year ended December 31, 2023. We increased our property and equipment by $6,341,675, we sold marketable securities of $4,462,942.
Cash Flow from Investing Activities During the year ended December 31, 2025, we used $1,590,634 for investment activities, compared to $1,861,632 used during the year ended December 31, 2024. We increased our property and equipment by $2,157,199 and sold certain property and equipment generating cash proceeds of $552,478.
We currently primarily sell our boats through a current network of 43 independent boat dealers in locations across North America and the Caribbean who resell our boats to the end user Twin Vee customers.
We believe that the performance, quality and value of our boats position us to achieve our goal of increasing our market share and expanding the power-boat market. We currently primarily sell our boats through a network of 17 independent boat dealers across North America, Hawaii, and Australia who resell our boats to the end user Twin Vee customers.
Our net loss was $14,009,906, decreased by non-cash expenses, primarily due to stock-based compensation of $1,177,140, depreciation and amortization of $1,745,217, impairment of property & equipment of $1,674,000, change of right-of-use asset and lease liabilities of $464,304, and loss on disposal of property & equipment of $172,684.
Our net loss was $8,607,273, decreased by non-cash expenses, primarily due to stock-based compensation of $303,133, depreciation and amortization of $1,734,230, impairment of property & equipment of $418,416, change of right-of-use asset and lease liabilities of $390,686, and loss on disposal of property & equipment and lease terminations of $190,918.
December 31, December 31, 2024 2023 Change % Change Cash and cash equivalents $ 7,491,123 $ 16,497,703 $ (9,006,580 ) (54.6 %) Restricted cash $ 215,117 $ 257,530 $ (42,413 ) (16.5 %) Current assets $ 10,419,141 $ 26,646,318 $ (16,227,177 ) (60.9 %) Current liabilities $ 3,747,990 $ 4,216,345 $ (468,355 ) (11.1 %) Working capital $ 6,671,151 $ 22,429,973 $ (15,758,822 ) (70.3 %) As of December 31, 2024, we had sufficient cash and cash equivalents to meet ongoing expenses for at least twelve months from the date of the filing of this Annual Report.
December 31, December 31, 2025 2024 Change % Change Cash and cash equivalents $ 1,431,578 $ 7,491,123 $ (6,059,545 ) (81 )% Restricted cash $ 215,117 $ 215,117 $ — — Current assets $ 4,897,217 $ 10,419,141 $ (5,521,924 ) (53 )% Current liabilities $ 2,244,513 $ 3,747,990 $ (1,503,477 ) (40 )% Working capital $ 2,652,704 $ 6,671,151 $ (4,018,447 ) (60 )% We do not have sufficient cash and cash equivalents to meet ongoing expenses for at least twelve months from the date of the filing of this Annual Report.
The number of boats sold during fiscal year ended December 31, 2024 decreased 63% compared to the number of our boats sold during the fiscal year ended December 31, 2023. However, our average cost per unit increased approximately $27,000.
The Company sold 93 boats during fiscal year ended December 31, 2025, an increase of 7% compared to the 87 boats sold during the fiscal year ended December 31, 2024. The average price per unit decreased approximately $7,800 or 5%.
As of December 31, 2024, we had $7,706,240 of cash, cash equivalents, restricted cash and marketable securities, total current assets of $10,419,141, and total assets of $25,887,905. Our total liabilities were $6,671,055.
Our total liabilities were comprised of current liabilities of $2,244,513, which included accounts payable and accrued liabilities of $1,829,083, contract liability of $395,932, and finance lease liability of $19,498, and long-term liabilities of $522,045. As of December 31, 2024, we had $7,706,240 of cash, cash equivalents, restricted cash, and total current assets of $10,419,141 and total assets of $25,887,905.
Before the impact of this charge, operating expenses for the year ended December 31, 2024 and 2023 were $12,126,344 and $15,254,187, respectively, a decrease of $3,127,843 or 21%.
Before the impact of this charge, operating expenses for the year ended December 31, 2025 and 2024 were $9,619,988 and $12,126,344, respectively, a decrease of $2,506,356 or 21%. Selling, general and administrative expenses decreased by approximately 19%, or $593,466 to $2,502,402 for the year ended December 31, 2025, compared to $3,095,868 for the year ended December 31, 2024.
Selling, general and administrative expenses decreased by approximately 17%, or $638,538 to $3,095,868 for the year ended December 31, 2024, compared to $3,734,406 for the year ended December 31, 2023. Salaries and wage-related expenses decreased by approximately 34%, or $2,566,622 to $4,906,819 for the year ended December 31, 2024, compared to $7,473,441 for the year ended December 31, 2023.
Salaries and wage-related expenses decreased by approximately 12%, or $581,471 to $4,325,348 for the year ended December 31, 2025, compared to $4,906,819 for the year ended December 31, 2024.
This increase is due to significant investments in equipment, leasehold improvements and boat molds that resulted in an increased depreciation expense. Research and development expenses for the year ended December 31, 2024, was $586,378 compared to $1,443,569, for the year ended December 31, 2023.
This decrease is due to significant investments in equipment, leasehold improvements and boat molds more than offset by the sale of Forza R&D equipment and the termination of a significant lease agreement for building and equipment. Research and development expenses for the year ended December 31, 2025, was $0 compared to $586,379, for the year ended December 31, 2025.
Twin Vee’s home base operations in Fort Pierce Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet. We currently employe approximately 65 employees. Consumers can use our boats for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation, eco tours, fishing and diving expeditions.
Twin Vee’s home base of operations in Fort Pierce, Florida is a 7.5-acre facility with several buildings totaling approximately 100,000 square feet, including a nearly complete 30,000 square foot expansion which began in mid-2024. We currently employ approximately 70 people.
The decrease in other income is primarily the result of $1,267,055 in Employee Retention Credit income received in 2023, which is not recurring in 2024, and lower overall dividends and interest on investments resulting from the liquidation of investments to fund operations and capital investments.
The decrease in other income is primarily the result of lower dividends and interest on investments resulting from the liquidation of investments to fund operations and capital investments. Net Loss Net loss for the year ended December 31, 2025, was $8,607,273, compared to $14,009,906 for the year ended December 31, 2024, an improvement of 39%.
The increase in professional fees related primarily to the merger between Twin Vee and Forza.
The decrease in professional fees related primarily to the merger between Twin Vee and Forza during 2024. Costs incurred were for legal representation, auditor consents, fairness opinions, appraisals, filings and other similar costs.
Company Overview We are a designer, manufacturer and marketer of recreational and commercial power catamaran boats. We believe our company has been an innovator in the recreational and commercial power catamaran industry. We currently have 19 gas-powered models in production ranging in size from our 22-foot monohull to our newly designed 40-foot offshore 400 GFX.
(“Twin Vee” “we”, “us” or the “Company”) is a designer, manufacturer and marketer of recreational and commercial power boats. We believe our company, founded in 1996, has been an innovator in the recreational and commercial power catamaran industry.
Financial Condition We finished the year with revenue down 57% compared to the prior year. Our cash, cash equivalents, restricted cash and marketable securities were $7.7 million at December 31, 2024.
The net proceeds to us from the February 2026 Offering, after deducting the underwriting discount, the Representative’s fees and expenses and our estimated offering expenses, were approximately $2,540,109. Financial Condition We finished the year with revenue up 3% compared to the prior year. Our cash, cash equivalents, and restricted cash were $1.6 million at December 31, 2025.
Recent Developments Merger On November 26, 2024 (the “Closing Date”), pursuant to the terms of the Merger Agreement, by and between us, Twin Vee Merger Sub, Inc. and Forza, Merger Sub was merged with and into Forza (the “Merger”), with Forza surviving the Merger as our wholly-owned subsidiary.
During 2024, Forza X1, Inc., our minority owned electric boat subsidiary determined to cease production of electric boats and on November 26, 2024, Forza X1, Inc. (“Forza”), was merged into Twin Vee Merger Sub, Inc., a wholly-owned subsidiary of Twin Vee (“Merger Sub”) and became a wholly owned subsidiary.
This decline is primarily related to significant reductions in headcount at Forza, partially offset by $310,000 in special bonuses paid to certain executives upon the successful merger of Twin Vee and Forza.
This decline is primarily related to significant reductions in headcount at Forza, including a $759,765 decline in stock-based compensation partially offset by $422,844 in combined salaries and wages and stock-based compensation related to the development of Wizz Banger.
Costs incurred were for legal representation, auditor consents, fairness opinions, appraisals, filings and the like. 61 Depreciation and amortization expense for the year ended December 31, 2024 increased by 29%, or $391,834 to $1,745,217 for the year ended December 31, 2024 compared to $1,353,383 for the year ended December 31, 2023.
Depreciation and amortization expense for the year ended December 31, 2025 decreased by less than 1%, or $10,987 to $1,734,230 for the year ended December 31, 2025 compared to $1,745,217 for the year ended December 31, 2024.
Effective as of the effective time of the Merger, Bard Rockenbach and James Melvin resigned as directors of Twin Vee and any committees thereof. 58 Nasdaq Compliance On November 7, 2024, we received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) granting our request for a 180-day extension to regain compliance with Nasdaq Listing Rule 5550(a)(2).
We were provided 180 calendar days, or until November 6, 2024, to regain compliance. On November 7, 2024, we received written notification from Nasdaq granting our request for a 180-day extension to regain compliance with the Minimum Bid Price Requirement.
As of December 31, 2023, we had $16,755,233 of cash, cash equivalents, restricted cash, $4,462,942 of marketable securities, total current assets of $26,646,318 and total assets of $39,846,713. Our total current liabilities were $4,216,345 and total liabilities of $7,797,098 which included long-term operating lease liabilities for the lease of our facility.
As of December 31, 2025, we had $1,646,695 of cash, cash equivalents, restricted cash and marketable securities, total current assets of $4,897,217, and total assets of $16,234,369. Our total liabilities were $2,766,558.
We also anticipate the sale of our partially constructed McDowell, North Carolina facility to generate cash. 63 Cash Flow Years Ended December 31, 2024 2023 Change % Change Cash used in operating activities $ (6,973,617 ) $ (6,934,773 ) $ (38,844 ) (1 %) Cash used in investing activities $ (1,861,632 ) $ (6,629,021 ) $ (4,767,389 ) (72 %) Cash (used in) provided by financing activities $ (213,744 ) $ 6,818,020 $ (7,031,764 ) (103 %) Cash at end of year $ 7,706,240 $ 16,755,233 $ (9,048,993 ) (54 %) Cash Flow from Operating Activities For the year ended December 31, 2024, net cash flows used in operating activities was $6,973,617 compared to $6,934,773 during the year ended December 31, 2023.
Cash Flow Years Ended December 31, 2025 2024 Change % Change Cash used in operating activities $ (6,878,557 ) $ (6,973,617 ) $ 95,060 1 % Cash used in investing activities $ (1,590,634 ) $ (1,861,632 ) $ 270,998 15 % Cash provided by (used in) financing activities $ 2,409,646 $ (213,744 ) $ 2,623,390 1,227 % Cash Flow from Operating Activities For the year ended December 31, 2025, net cash flows used in operating activities was $6,878,557 compared to $6,973,617 during the year ended December 31, 2024.
Gross profit as a percentage of sales, for the year ended December 31, 2024 and 2023 was negative 5% and positive 10% respectively. We attribute the decline in gross profit percentage to inefficiencies in production resulting from a significant drop in demand in the marine sector.
Gross Profit Gross profits increased by $2,008,530, or 267% to $1,257,105 in 2025 compared to a negative $751,425 for the year ended December 31, 2024. Gross profit as a percentage of sales for the year ended December 31, 2025 was 8.5% compared to a negative 5.2% for the year ended December 31, 2024.
On November 11, 2024, we held the 2024 Annual Meeting. At the 2024 Annual Meeting, our stockholders approved the issuance of shares of common stock to Forza stockholders pursuant to the terms of the Merger Agreement and an amendment to our Certificate of Incorporation to effect a reverse stock split at a ratio within the range of 1-for-2 to 1-for-20.
On April 4, 2025, we filed an amendment (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.
The deleveraging of our fixed costs on such a low revenue base in 2024 led to significant losses. We have decreased our head count significantly and continue to right-size the business for the current state of the economy, while keep our core strengths intact.
We have reduced our head count to match current production levels and continue to right-size the business for the current state of the economy, while keeping our core strengths intact. Basic and dilutive loss per share of common stock improved for the year ended December 31, 2025 to ($4.37) compared to ($11.01) for the year ended December 31, 2024.
Net Loss Net loss for the year ended December 31, 2024, was $14,009,906, compared to $9,782,196 for the year ended December 31, 2023. 2024 was a challenging year with overall boat production down 63%, which worsened throughout the year. We managed both variable and fixed operating costs, including reducing then shutting down the Forza research and development operation.
Both 2025 and 2024 were challenging years with overall boat production down from previous periods. We reduced both variable and fixed operating costs, including shutting down the Forza research and development operation. The deleveraging of our fixed costs on such a low revenue base led to continued losses.
Removed
Additionally, we have launched the AquaSport line of monohull boats which are expected to appeal to first-time boat buyers, the freshwater market, and consumers that prefer a monohull boat, increasing our potential customer base across the nation and beyond the catamaran market.
Added
Twin Vee products are marketed under two brands: Twin Vee for our catamarans, or dual hull vessels, and Bahama Boat Works for our “V”-hull boats. Consumers can use our boats for a wide range of recreational activities including fishing, diving and water skiing and commercial activities including transportation, eco tours, fishing and diving expeditions.
Removed
We believe that the performance, quality and value of our boats position us to achieve our goal of increasing our market share and expanding the power catamaran boating market.
Added
Revenue from the sale of our boats accounted for nearly 100% of our net revenue in the third quarter of 2025 and for the fiscal year 2024. Our boats are manufactured in Fort Pierce, Florida. We believe our company has been an innovator in the recreational and commercial power boat industry.
Removed
Our objectives have been to assist dealers with selling through field inventory, add new models like the GFX2 model line introduced in 2024, expand our dealer and distribution network, and increase unit production to fulfill our customer and dealer orders. The average selling price of our units increased by 19%, for the year ended December 31, 2024, to approximately $167,096.
Added
We currently have 12 Twin Vee models in or nearing production ranging in size from 24-foot to 40-foot, and 9 monohull (Bahama) models in or nearing production ranging in size from 22-foot to 41-foot.
Removed
This is due to the higher proportion of larger Twin Vee models sold versus smaller Aquasport models.
Added
Revenues are also derived from the sale of short-term contracts to provide used boat listing services through Wizz Banger, Inc., which is recognized into revenues over the life of the contract.
Removed
At the effective time of the Merger, (a) each outstanding share of common stock of Forza , par value $0.001 per share of Forza (the “Forza Common Stock”) (other than any shares held by Twin Vee) was converted into the right to receive 0.611666275 shares of Twin Vee common stock, par value $0.001 per share for an aggregate of 5,355,000 shares of our common stock (the “Twin Vee Common Stock”), (b) each outstanding Forza stock option, whether vested or unvested, that had not previously been exercised prior to such time was converted into an option to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock covered by such option, (c) each outstanding warrant to purchase shares of Forza Common Stock was assumed by Twin Vee and converted into a warrant to purchase 0.611666275 shares of Twin Vee Common Stock for each share of Forza Common Stock for which such warrant was exercisable for prior to the Effective Time, and (d) the 7,000,000 shares of Forza Common Stock held by Twin Vee were cancelled.
Added
During the 2025 and 2024 fiscal years, we focused our efforts on increased throughput through our facility, and integrating the new models from our Bahama Boats brand that we acquired in 2025. During the year ended December 31, 2025, two individual dealers each represented over 10% of our total sales and in the aggregate represented 27% of total sales.
Removed
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”).
Added
During the year ended December 31, 2024, three individual dealers represented over 10% of our total sales, and in the aggregate represented 40% of total sales. Recent Developments First Amendment to the License and Conditional Sale Agreement with Revver Digital, LLC Effective July 14, 2025, we and our recently formed, wholly owned subsidiary, Wizz Banger, Inc.
Removed
At the effective time of the Merger, in accordance with the terms of the Merger Agreement, the size of Twin Vee’s board of directors (the “Board”) was set at five, Joseph Visconti, Preston Yarborough, Neil Ross and Kevin Schuyler remained as directors of Twin Vee and Marcia Kull was appointed as a director of Twin Vee.
Added
The First Amendment was entered into in order to (i) amend the definition of “Foreground Intellectual Property” (as defined therein), (ii) to clarify the respective rights of the parties thereunder, (iii) to assign the License and Sale Agreement to Wizz Banger, and (iv) to provide for a guaranty by us of Wizz Banger’s obligations and liabilities under the License and Sale Agreement, as amended, as provided therein and effect other amendments to the License and Sale Agreement as set forth therein.
Removed
Sale Agreement with Revver Digital, LLC On February 4, 2025, we entered into an agreement (the “Sale Agreement”), effective February 4, 2025 (the “Effective Date”), with Revver Digital, LLC, a Delaware limited liability company and wholly owned subsidiary of One Water Marine Inc.
Added
Bahama Boat Works Acquisition On June 5, 2025, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), with Bahama Boat Works, LLC (“Bahama Boat Works”), pursuant to which we acquired various tangible and intangible assets (the “Assets”) from Bahama Boat Works’ relating to the Bahama boat brand (the “Bahama Boat Brand”).
Removed
The increase in average price per boat was due to the higher percentage of Twin Vee boats compared to Aquasport boats, which have generally lower prices than Twin Vee boats. 60 Gross Profit Gross profits decreased by $4,018,313, or 123% to a negative $751,425 for the year ended December 31, 2024 from $3,266,888 for the year ended December 31, 2023.
Added
In accordance with the Asset Purchase Agreement, in consideration of the transferred Assets we paid Bahama Boat Works $100,000 and agreed to pay up to $2,900,000 in additional contingent consideration based upon a percentage of the revenues we receive from future sales to customers of new Bahama Boat Brand 31’, 35’, 37’, and 41’ boat models (the “Bahama Boat Revenues”).
Removed
Total Operating Expenses Operating expenses for the year ended December 31, 2024 and 2023 were $13,800,344 and $15,254,187, respectively, a decrease of $1,453,843 or 10%.
Added
The Asset Purchase Agreement provides that Bahama Boat Works will receive 20% of the first $7,500,000 of Bahama Boat Revenues we receive and 10% of the Bahama Boat Revenues we receive in excess of $7,500,000 (but not exceeding $21,500,000) until such time as Bahama Boat Works has been paid an aggregate of $3,000,000 by us from such sales.
Removed
As a percentage of revenues operating expenses were 96% compared to 46% in the prior year, largely due to the high fixed cost nature of our business on a 57% reduction in revenues partially offset by the benefit of significantly reduced spending at Forza throughout 2024.
Added
The Asset Purchase Agreement may be terminated by mutual written consent of the parties or by us, in our sole discretion, if we decide to discontinue further development, production, or commercialization of the Bahama Boat Brand product line before the balance of the contingent consideration due to Bahama Boat Works is paid.
Removed
As a percentage of revenues, before the impact of the impairment charge, operating expenses were 84% compared to 46% in the prior year, largely due to the high fixed cost nature of our business on a 57% reduction in revenues partially offset by the benefit of significantly reduced spending at Forza throughout 2024.
Added
Upon any such termination, the parties may either seek to sell the Bahama Boat Brand and associated assets pursuant to a mechanism set forth in the Asset Purchase Agreement or we, in our sole discretion, may elect to return the Assets to Bahama Boat Works.
Removed
Included in salaries and wages for the year ended December 31, 2024 was a non-cash stock-based compensation expense of $1,202,474, which represented a decrease of $700,275 from the prior year, due primarily to the forfeiture of options following the departure of certain senior executives at both Twin Vee and Forza during 2024 partially offset by the addition of a new executive officer at Twin Vee and further issuances of options to existing employees.
Added
Underwritten Public Offering On May 8, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as representative of the several underwriters named therein (the “Representative”), pursuant to which we agreed to sell to the Representative in a firm commitment underwritten public offering (the “May 2025 Offering”) an aggregate of 750,000 shares (the “Shares”) of our common stock at the public offering price of $4.00 per share, resulting in gross proceeds of $3.0 million, before deducting underwriting discounts, commissions and offering expenses.
Removed
Basic and dilutive loss per share of common stock increased for the year ended December 31, 2024 to ($1.10) compared to ($0.76) for the year ended December 31, 2023.
Added
The Shares were sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333-266858) filed with the SEC under the Securities Act and declared effective by the Commission on August 24, 2022, a base prospectus, dated August 24, 2022, included in the Registration Statement at the time it originally became effective, and a prospectus supplement, dated May 8, 2025, filed with the Commission pursuant to Rule 424(b) under the Securities Act.
Removed
Our total liabilities were comprised of current liabilities of $3,747,990, which included accounts payable and accrued liabilities of $3,009,331, contract liability of $80,000, finance lease liability of $221,929 and current portion of operating lease right of use liability of $436,730, and long-term liabilities of $2,923,065.
Added
Pursuant to the Underwriting Agreement, we also issued to designees of the Representative unregistered warrants to purchase up to 37,500 shares of our common stock, which equals 5% of the shares of common stock purchased in the May 2025 Offering. The May 2025 Offering closed on May 12, 2025.
Removed
We believe that our cash and cash equivalents will provide sufficient resources to finance operations for the next 12 months.
Added
The net proceeds to us from the May 2025 Offering, after deducting the underwriting discount, the Representative’s fees and expenses and our estimated offering expenses, were $2,555,101. 47 Repurchase Request On April 21, 2025, Northpoint Commercial Finance LLC (“Northpoint”) came into possession of certain Twin Vee and AquaSport inventory of United Marine and Storage LLC, a former dealer of our products.
Removed
In addition to cash, cash equivalents, restricted cash and marketable securities, we anticipate that we will be able to rely, in part, on cash flows from operations in order to meet our liquidity and capital expenditure needs in the next year.
Added
Northpoint requested that we take possession of and repurchase the inventory in accordance with the Repurchase Agreement that we previously entered into with Northpoint. During the second quarter, we sold five of the six repossessed boats, resulting in a net loss on the sale of approximately $14,875 after transportation, refurbishment, and commissions for the second quarter.
Removed
We have decreased net inventory levels by $2,418,098, due to managing inventory as well as other working capital items to align with the significant reduction in revenues and production in 2024.
Added
During the third quarter, we paid our obligation to Northpoint for the one remaining repurchase obligation of $58,984 and are currently marketing this boat for sale. We expect to fully recover the amount of the repurchase obligation.
Removed
For the year ended December 31, 2024, our accounts payable decreased $183,947 due to our decrease in inventory and production. For the year ended December 31, 2024, our operating lease liabilities decreased $482,897 and our accrued liabilities decreased by $281,259.
Added
Nasdaq Compliance 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 per share as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

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