Announcement • Jul 14
USFM Corporation entered into an agreement and plan of merger to acquire Twin Vee Powercats Co. (NasdaqCM:VEEE) in a reverse merger transaction. USFM Corporation entered into an agreement and plan of merger to acquire Twin Vee Powercats Co. (NasdaqCM:VEEE) in a reverse merger transaction on July 12, 2026. Under the merger agreement, USFM Merger Sub Inc. will merge with and into Twin Vee with Twin Vee continuing as the surviving corporation in the merger as a wholly owned subsidiary of USFM. At the effective time of the merger, each outstanding share of Twin Vee common stock will be converted into the right to receive a pro rata portion of USFM common stock representing 10% of the Acquiror's issued and outstanding shares immediately following the merger, on a fully diluted basis. In case of termination of transaction, USFM will pay a termination fee of $0.50 million and Twin Vee will pay a termination fee of $1.50 million. Upon completion of the transactions, the combined public company is expected to trade on NYSE American.
Twin Vee Chief Executive Officer and President Joseph Visconti resigned as Interim Chief Financial Officer, and Michael P. Dickerson was appointed Interim Chief Financial Officer.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, execution of support agreement, registration statement effectiveness(S-4 / F-4) and listing / approval of new shares on stock exchange, antitrust approval and ancillary agreement. The deal has been unanimously approved by the board. The parties currently expect the transaction to close in the third quarter of 2026, subject to the satisfaction of closing conditions.
Mitchell Nussbaum and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor for USFM Corporation. Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor for Twin Vee Powercats Co. Houlihan Capital, LLC acted as fairness opinion provider to the Board of Directors of Twin Vee Powercats Co. Announcement • Jul 13
Twin Vee PowerCats Co. Announces CFO Changes Twin Vee PowerCats Co. announced that Joseph Visconti, the Company's Chief Executive Officer and President, resigned his role as the Company's Interim Chief Financial Officer, effective as of July 10, 2026. On July 11, 2026, the Company appointed Michael P. Dickerson to be the Company's Interim Chief Financial Officer. Michael P. Dickerson was the Company's Chief Financial & Administrative Officer from April 2024 through February 2026, at which time Mr. Dickerson became a consultant to the Company. Mr. Dickerson has more than 35 years of corporate experience in senior and executive level finance and operational roles, including finance & accounting, treasury, investor relations & corporate communications, risk management and other related roles. In February 2024, he served in a consulting capacity at Savannah River Logistics as their Executive Vice President, Chief Financial & Administrative Officer, and Treasurer. From August 2022 until November 2023, he served as Vice President, Investor Relations & Risk Management, at Dorman Products Inc. From August 2018 to March 2022, he served as Vice President, Corporate Communications & Investor Relations, at Aaron's Inc. New Risk • May 11
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$8.2m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$8.2m free cash flow). Share price has been highly volatile over the past 3 months (27% average weekly change). Earnings have declined by 40% per year over the past 5 years. Shareholders have been substantially diluted in the past year (over 12x increase in shares outstanding). Market cap is less than US$10m (US$3.15m market cap). 
