VEEE Twin Vee Powercats, Co. - 8-K

Item 3.01 Material Modification to Rights of Shareholders.

As previously disclosed by Twin Vee PowerCats Co.
(the “Company”), on December 4, 2025, at the 2025 annual meeting of stockholders, the stockholders of the Company approved
a proposal to reincorporate the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) pursuant
to the terms of a plan of conversion (the “Plan of Conversion”), as described in the Company’s definitive proxy statement
on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2025 (the
“Proxy Statement”).

Pursuant to the Plan of Conversion, the Company effected
the Reincorporation as of April 10, 2026 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware;
(ii) articles of conversion with the Nevada Secretary of State; and (iii) articles of incorporation with the Nevada Secretary of State
(the “Nevada Charter”). The Company also adopted new bylaws (the “Nevada Bylaws”) to reflect the Reincorporation.

At the effective time of
the Reincorporation:

·

The Company’s state of incorporation changed from the State of Delaware
to the State of Nevada.

·

The affairs of the Company ceased to be governed by the Delaware General
Corporation Law and the Company’s existing certificate of incorporation and bylaws, and instead, became governed by the Nevada Revised
Statutes, the Nevada Charter and the Nevada Bylaws.

·

The Company continues to be the same entity and continues with all of the
same rights, privileges and powers.

·

The Company continues to have the same name, possesses all of the same properties,
continues with all of the same debts, liabilities and obligations, and continues with the same officers and directors as immediately prior
to the Reincorporation.

·

Each outstanding share of common stock of the Delaware corporation shall
represent a share of the Nevada corporation and each outstanding certificate representing shares of the Delaware corporation shall be
deemed an equivalent certificate representing shares of the Nevada corporation.

·

The Company’s employee benefit and incentive plans continued, and
each option, equity award or other right issued under such plans by the Delaware corporation shall automatically be converted into an
option, equity award or right to purchase or receive the same number of shares of common stock of the Nevada corporation, at the same
price per share, upon the same terms and subject to the same conditions as before the Reincorporation. All employee benefit and incentive
plans of the Delaware corporation continue to be employee benefit and incentive plans of the Nevada corporation.

The Reincorporation did not
result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result
in any change in location of the Company’s current employees, including management. The Reincorporation did not affect any of the
Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual
arrangements will continue to be the rights and obligations of the Company after the Reincorporation. The daily business operations of
the Company will continue as they were conducted prior to the Reincorporation. The consolidated financial condition and results of operations
of the Company immediately after consummation of the Reincorporation remain the same as immediately before the Reincorporation.

As described in the Proxy
Statement, certain rights of the Company’s stockholders were changed as a result of the Reincorporation. A more detailed description
of the Plan of Conversion, Nevada Charter, and Nevada Bylaws, and the effects of the Reincorporation, are set forth in the Proxy Statement
under the heading “ Proposal 3—Reincorporation to the State of Nevada by Conversion ,” and the description contained
therein is incorporated herein by reference. Copies of the Plan of Conversion, the Nevada Charter and the Nevada Bylaws are attached hereto
as Exhibits 2.1, 3.1 and 3.2, respectively, and are incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

To the extent required, the information set forth
above under Item 3.03 is hereby incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On April 13, 2026, the Company issued a press release
announcing the completion of the Reincorporation. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

2.1

Plan of Conversion

3.1

Articles of Incorporation filed with the Secretary of State of the State of Nevada on April 10, 2026

3.2

Bylaws

99.1

Press release dated April 13, 2026

104

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