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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Twin Vee PowerCats, Co. 10-K 12/31/23 104:7M Electro Filings LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.53M
2: EX-21.1 Subsidiaries List HTML 25K
3: EX-23.1 Consent of Expert or Counsel HTML 25K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 43K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
14: R1 Cover HTML 97K
15: R2 Consolidated Balance Sheets HTML 147K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K
17: R4 Consolidated Statements of Operations HTML 123K
18: R5 Consolidated Statements of Operations HTML 43K
(Parenthetical)
19: R6 Consolidated Statements of Stockholders' Equity HTML 77K
20: R7 Consolidated Statements of Cash Flows HTML 119K
21: R8 Consolidated Statements of Cash Flows HTML 35K
(Parenthetical)
22: R9 Pay vs Performance Disclosure HTML 38K
23: R10 Insider Trading Arrangements HTML 32K
24: R11 Organization and Summary of Significant Accounting HTML 84K
Policies
25: R12 Marketable Securities HTML 50K
26: R13 Fair Value Measurements HTML 49K
27: R14 Inventories HTML 34K
28: R15 Property and Equipment HTML 46K
29: R16 Leases - Related Party HTML 45K
30: R17 Leases HTML 44K
31: R18 Finance Leases HTML 59K
32: R19 Accrued Liabilities HTML 36K
33: R20 Short-term Debt HTML 34K
34: R21 Notes Payable - SBA EIDL Loan HTML 35K
35: R22 Related Party Transactions HTML 35K
36: R23 Commitments and Contingencies HTML 31K
37: R24 Stockholders? Equity HTML 157K
38: R25 Customer and Supplier Concentration HTML 33K
39: R26 Income Tax HTML 50K
40: R27 Net Loss Per Share HTML 39K
41: R28 Segment HTML 55K
42: R29 Subsequent Events HTML 31K
43: R30 Organization and Summary of Significant Accounting HTML 142K
Policies (Policies)
44: R31 Organization and Summary of Significant Accounting HTML 36K
Policies (Tables)
45: R32 Marketable Securities (Tables) HTML 50K
46: R33 Fair Value Measurements (Tables) HTML 48K
47: R34 Inventories (Tables) HTML 34K
48: R35 Property and Equipment (Tables) HTML 43K
49: R36 Leases - Related Party (Tables) HTML 44K
50: R37 Leases (Tables) HTML 44K
51: R38 Finance Leases (Tables) HTML 50K
52: R39 Accrued Liabilities (Tables) HTML 35K
53: R40 Notes Payable - SBA EIDL Loan (Tables) HTML 32K
54: R41 Stockholders? Equity (Tables) HTML 138K
55: R42 Income Tax (Tables) HTML 46K
56: R43 Net Loss Per Share (Tables) HTML 36K
57: R44 Segment (Tables) HTML 52K
58: R45 Organization and Summary of Significant Accounting HTML 28K
Policies (Details)
59: R46 Organization and Summary of Significant Accounting HTML 32K
Policies (Details 1)
60: R47 Organization and Summary of Significant Accounting HTML 48K
Policies (Details Narrative)
61: R48 Marketable Securities (Details) HTML 38K
62: R49 Fair Value Measurements (Details) HTML 46K
63: R50 Inventories (Details) HTML 37K
64: R51 Property and Equipment (Details) HTML 56K
65: R52 Property and Equipment (Details Narrative) HTML 28K
66: R53 Leases - Related Party (Details) HTML 38K
67: R54 Leases - Related Party (Details 1) HTML 38K
68: R55 Leases - Related Party (Details 2) HTML 31K
69: R56 Leases - Related Party (Details Narrative) HTML 31K
70: R57 Leases (Details) HTML 38K
71: R58 Leases (Details 1) HTML 33K
72: R59 Leases (Details 2) HTML 31K
73: R60 Leases (Details Narrative) HTML 31K
74: R61 Finance Leases (Details) HTML 33K
75: R62 Finance Leases (Details 1) HTML 31K
76: R63 Finance Leases (Details 2) HTML 42K
77: R64 Finance Leases (Details 3) HTML 29K
78: R65 Finance Leases (Details Narrative) HTML 55K
79: R66 Accrued Liabilities (Details) HTML 47K
80: R67 Short-term Debt (Details Narrative) HTML 38K
81: R68 Notes Payable - SBA EIDL Loan (Details) HTML 41K
82: R69 Notes Payable - SBA EIDL Loan (Details Narrative) HTML 43K
83: R70 Related Party Transactions (Details Narrative) HTML 40K
84: R71 Commitments and Contingencies (Details Narrative) HTML 31K
85: R72 Stockholders' Equity (Details) HTML 41K
86: R73 Stockholders' Equity (Details 1) HTML 71K
87: R74 Stockholders' Equity (Details 2) HTML 69K
88: R75 Stockholders' Equity (Details 3) HTML 40K
89: R76 Stockholders' Equity (Details 4) HTML 69K
90: R77 Stockholders? Equity (Details Narrative) HTML 63K
91: R78 Customer and Supplier Concentration (Details HTML 38K
Narrative)
92: R79 Income Tax (Details) HTML 31K
93: R80 Income Tax (Details 1) HTML 31K
94: R81 Income Tax (Details 2) HTML 35K
95: R82 Income Tax (Details Narrative) HTML 30K
96: R83 Net Loss Per Share (Details) HTML 62K
97: R84 Segment (Details) HTML 57K
98: R85 Segment (Details 1) HTML 33K
99: R86 Subsequent Events (Details Narrative) HTML 27K
101: XML IDEA XML File -- Filing Summary XML 184K
104: XML XBRL Instance -- e5519_10k_htm XML 1.36M
100: EXCEL IDEA Workbook of Financial Report Info XLSX 153K
10: EX-101.CAL XBRL Calculations -- veee-20231231_cal XML 208K
11: EX-101.DEF XBRL Definitions -- veee-20231231_def XML 543K
12: EX-101.LAB XBRL Labels -- veee-20231231_lab XML 1.04M
13: EX-101.PRE XBRL Presentations -- veee-20231231_pre XML 981K
9: EX-101.SCH XBRL Schema -- veee-20231231 XSD 182K
102: JSON XBRL Instance as JSON Data -- MetaLinks 499± 690K
103: ZIP XBRL Zipped Folder -- 0001731122-24-000500-xbrl Zip 392K
Exhibit 97.1
TWIN VEE POWERCATS CO.
CLAWBACK POLICY
The Board of Directors (the “Board”) of Twin Vee Powercats Co. (the “Company”) has determined that it is in the best interests of the Company to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Nasdaq Listing Rule 5608.
1. Definitions
For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Clawback Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year). The”date on which the Company is required to prepare an Accounting Restatement” is the earlier to occur of (a) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if the Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (b) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation previously received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts in such Accounting Restatement, and must be computed without regard to any taxes paid by the relevant Executive Officer; provided, however, that for Incentive-Based Compensation based on stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Nasdaq Stock Market (“Nasdaq”).
“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. An executive officer of the Company’s parent or subsidiary is deemed an “Executive Officer” if the executive officer performs such policy making functions for the Company.
“Financial Reporting Measure” means any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures; provided, however, that a Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission (the “SEC”) to qualify as a “Financial Reporting Measure.” For purposes of this Policy, Financial Reporting Measures include, but are not limited to, stock price and total stockholder return.
“Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is “received” for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.
| 2. | Policy Application. |
This Policy applies to Incentive-Based Compensation received by an Executive Officer (a) after beginning services as an Executive Officer; (b) if that person served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; and (c) while the Company had a listed class of securities on a national securities exchange.
| 3. | Policy Recovery Requirement. |
In the event the Company is required to prepare an Accounting Restatement, the Company shall reasonably promptly recoup the amount of any Erroneously Awarded Compensation received by any Executive Officer during the Clawback Period. In the event of an Accounting Restatement, the Board shall determine, in its sole discretion, the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement.
| 4. | Method of Recoupment. |
The Board shall determine, in its sole discretion, the timing and method for promptly recouping such Erroneously Awarded Compensation, which may include without limitation: (a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) cancelling or offsetting against any planned future cash or equity based awards, (d) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder and (e) any other method authorized by applicable law or contract. Subject to compliance with any applicable law, the Board may affect recovery under this Policy from any amount otherwise payable to the Executive Officer, including amounts payable to such individual under any otherwise applicable Company plan or program, including base salary, bonuses or commissions and compensation previously deferred by the Executive Officer.
The Company is authorized and directed pursuant to this Policy to recoup Erroneously Awarded Compensation in compliance with this Policy except to the extent the Compensation Committee of the Board has determined recovery would be impracticable solely if one (1) of the following limited reasons are met, and subject to the following procedural and disclosure requirements:
| • | The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover and provide that documentation to Nasdaq; | |
| • | Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law of the Company, the Company must obtain an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation, and must provide such opinion to Nasdaq; or | |
| • | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
2
| 5. | No Indemnification of Executives Officers. |
Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement with any Executive Officer that may be interpreted to the contrary, the Company shall not indemnify any Executive Officers against the loss of any Erroneously Awarded Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officers to fund potential clawback obligations under this Policy.
| 6. | Required Policy-Related Filings. |
The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including disclosures required by SEC filings.
| 7. | Acknowledgement. |
Each Executive Officer shall sign and return to the Company within thirty (30) calendar days following the later of (i) the effective date of this Policy set forth below or (ii) the date such individual becomes an Executive Officer, the Acknowledgement Form attached hereto as Exhibit A, pursuant to which the Executive Officer agrees to be bound by, and to comply with, the terms and conditions of this Policy.
| 8. | Administration |
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
| 9. | Policy Not in Limitation |
The Board intends that this Policy shall be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Nothing contained in this Policy, and no recoupment or recovery as contemplated by this Policy, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against an Executive Officer arising out of or resulting from any actions or omissions by the Executive Officer.
| 10. | Amendment; Termination. |
The Board may amend, modify, supplement, rescind or replace all or any portion of this Policy at any time and from time to time in its discretion, and shall amend this Policy as it deems necessary to comply with applicable law or any rules or standards adopted by a national securities exchange on which the Company’s securities are listed.
| 11. | Successors. |
This Policy is binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
| 12. | Effective Date. |
This Policy shall be effective as of November 10, 2023. The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Executive Officers on or after October 2, 2023, even if such Incentive-Based Compensation was approved, awarded or granted to Executive Officers prior to such date.
Approved and adopted: November 10, 2023
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EXHIBIT A
TWIN VEE POWERCATS CO. CLAWBACK POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Twin Vee Powercats Co. (the “Company”) Clawback Policy (the “Policy”).
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment or service with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy.
| EXECUTIVE OFFICER | |
| Signature | |
| Print Name | |
| Date |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/27/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 11/10/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/09/23 Twin Vee PowerCats, Co. 8-K:1,2,8,9 5/05/23 12:822K Electro Filings LLC/FA 9/09/22 Twin Vee PowerCats, Co. 8-K:1,9 9/08/22 12:628K Electro Filings LLC/FA 8/22/22 Twin Vee PowerCats, Co. 8-K:5,9 8/22/22 11:196K Electro Filings LLC/FA 8/17/22 Twin Vee PowerCats, Co. 8-K:1,5,9 8/11/22 15:1.3M Electro Filings LLC/FA 3/31/22 Twin Vee PowerCats, Co. 10-K 12/31/21 82:5.8M Electro Filings LLC/FA 10/04/21 Twin Vee PowerCats, Co. 8-K:5,8,9 10/01/21 12:346K Electro Filings LLC/FA 7/02/21 Twin Vee PowerCats, Co. S-1/A 6:5.8M Electro Filings LLC/FA 6/17/21 Twin Vee PowerCats, Co. S-1/A 5:4.8M Electro Filings LLC/FA 6/02/21 Twin Vee PowerCats, Co. S-1/A 64:7.1M Electro Filings LLC/FA 4/08/21 Twin Vee PowerCats, Co. S-1 68:12M Electro Filings LLC/FA |