UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2022
Twin Vee PowerCats Co.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40623 | 27-1417610 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3101
S. US-1
Ft. Pierce, Florida 34982
(Address of principal executive offices)
(772) 429-2525
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| Common stock, par value $0.001 per share | VEEE | The Nasdaq Stock Market
LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2022, Twin Vee PowerCats Co. (the “Company”) entered into an amendment to its employment agreement, dated October 1, 2021, with Carrie Gunnerson (the “Amendment”), to provide for the payment of an annual base salary of $211,000. All other terms of the employment agreement remain in full force and effect.
The foregoing descriptions of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are furnished with this Current Report on Form 8-K:
| Exhibit Number |
Exhibit Description | |
| 10.1 | Amendment, dated August 22, 2022, to Employment Agreement, dated October 1, 2021, by and between Twin Vee PowerCats Co. and Carrie Gunnerson | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 22, 2022 | Twin Vee Powercats Co. (Registrant) | ||
| By: | /s/ Joseph Visconti | ||
| Name: | Joseph Visconti | ||
| Title: | Chief Executive Officer and President | ||
EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated August 22, 2022 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated October 1, 2021 (the “Agreement”), is entered into by and between Twin Vee PowerCats Co. (the “Company”) and Carrie Gunnerson (the “Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS, the parties desire to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. Section 4(a) of the Agreement is hereby deleted and replaced with the following:
“Base Salary. During the Term of this Agreement, Executive shall receive a base salary at a gross rate of Two Hundred Eleven Thousand Dollars ($211,000) per annum (the “Base Salary”), payable in substantially equal installments in accordance with the Company’s normal payroll practices for payment of its employees, as in effect from time to time. Executive’s Base Salary shall be subject to upward adjustment from time to time, as determined by the Company’s Board of Directors (the “Board”), or a committee thereof, in its sole discretion, but shall not be adjusted downward.”
2. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.
3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
4. This Amendment is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid and enforceable in the State of New York without regard to its choice or conflict of law principles.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| TWIN VEE POWERCATS CO. | ||
| By: | /s/ Joseph Visconti | |
| Name: | Joseph Visconti | |
| Title: | Chief Executive Officer and President | |
| /s/ Carrie Gunnerson | ||
| Carrie Gunnerson | ||