Twin Vee-USFM merger amended: Twin Vee post-close stake cut to 7% from 10%, up to $5M PIPE added

Twin Vee PowerCats, Co.

Amended Oct 7, 2026 merger deal revises the July 12, 2026 agreement: post-closing split shifts to 93% pre-closing USFM holders / 7% pre-closing Twin Vee holders, down from 90%/10%.
USFM must use reasonable best efforts to close an up to $5 million PIPE; Pubco shares to be registered with the SEC and listed on NYSE American or another national securities exchange.
Termination fees: USFM owes Twin Vee $500,000 if USFM holders reject the deal or the Dec 31, 2026 end date is missed; Twin Vee owes USFM $800,000 for a Superior Proposal.
Pre-closing CVR restructuring: Twin Vee moves marine assets and liabilities into a Delaware CVR Trust, retaining $700,000 in cash; non-transferable CVRs go to pre-closing Twin Vee holders.
Closing expected Q4 2026 or Q1 2027, subject to disinterested Twin Vee shareholder approval; Michael P. Dickerson's consulting agreement extended to closing/termination or Dec 31, 2026.

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