Item 1.01. Entry into a Material Definitive Agreement.
Initial Public Offering
On August 16, 2022, Forza X1, Inc., a Delaware corporation (the "Company"),
consummated its initial public offering (the "IPO") of 3,450,000 shares of its
common stock at a public offering price of $5.00 per share, generating gross
proceeds of $17,250,000. The 3,450,000 shares of common stock issued in the IPO
includes 450,000 shares issued pursuant to the exercise in full by the
underwriters of the over-allotment option. The Company's shares of common stock
commenced trading on the Nasdaq Capital Market on August 11, 2022 under the
symbol "FRZA."
In connection with the IPO, on August 11, 2022, the Company entered into an
underwriting agreement with ThinkEquity LLC, as representative of the
underwriters, a form of which was previously filed as an exhibit to the
Company's registration statement on Form S-1 (File No. 333-261884), which was
declared effective by the Securities and Exchange Commission (the "Commission")
on August 11, 2022 (the "Registration Statement"). A copy of the final executed
underwriting agreement is included as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein in reference.
In connection with the closing of the IPO, the Company entered into separate
indemnification agreements with each of its directors and executive officers.
The indemnification agreements, in addition to the Company's amended restated
certificate of incorporation and amended and restated bylaws, which became
effective upon the completion of the IPO, require the Company to indemnify its
directors, executive officers and certain controlling persons to the fullest
extent permitted by Delaware law. A copy of the final form of indemnification
agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein in reference.
Transition Services Agreement
In connection with the closing of the IPO, the Company entered into a transition
services agreement (the "Transition Services Agreement") with Twin Vee PowerCats
Co. ("Twin Vee"), pursuant to which Twin Vee will provide the Company, at Twin
Vee's cost, with certain services, such as procurement, shipping, receiving,
storage and use of Twin Vee's facility until the Company's new planned facility
is completed. There is limited additional manufacturing capacity at Twin Vee's
current facility for the manufacture of the Company's electric boats. As such,
the Company's ability to utilize Twin Vee's manufacturing capacity pending
completion of the Company's own facility will be subject to its availability as
determined by Twin Vee. The Transition Services Agreement operates on a
month-to-month basis.
The foregoing description of the Transition Services Agreement does not purport
to be complete and is qualified in its entirety by reference to a copy of the
Transition Services Agreement, which is included as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein in reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in
this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors, Committee Composition
Effective August 11, 2022, following the time that the Registration Statement
was declared effective by the Commission, the Company's Board of Directors (the
"Board") was divided into three classes in accordance with the Amended and
Restated Certificate of Incorporation and Jim Leffew and Kevin Schuyler were
each appointed as Class I directors, Marcia Krull was appointed as a Class II
director and Joseph Visconti and Neil Ross were each appointed as Class III
directors. The terms of the Class I directors will expire at the annual meeting
of stockholders held in 2023, The terms of the Class II directors will expire at
the annual meeting of stockholders held in 2024, and the terms of the Class III
directors will expire at the annual meeting of stockholders held in 2025. Each
of Ms. Krull and Messrs. Ross and Schuyler were appointed to serve on the Audit
Committee, the Compensation Committee and the Corporate Governance and
Nominating Committee.
Chief Financial Officer
Upon the completion of the IPO, Carrie Gunnerson resigned as the Company's Chief
Financial Officer and Nicole Camacho was appointed as the Company's new Chief
Financial Officer. Ms. Gunnerson will remain as the full-time Chief Financial
Officer of Twin Vee and make herself available to the Company's management,
including Ms. Camacho in her role as Chief Financial Officer, as needed.
Ms. Camacho, age 37, served as the Deputy Finance Director for the City of
Aspen, Colorado from January 2021 to August 2021, where she oversaw the
financial functions of the City of Aspen, including accounts payable, accounts
receivable, accounting, payroll, fixed assets, and procurement, supervised the
timely and accurate recording of all financial transactions by the finance
department for the City of Aspen and was responsible for over $500 million in
city funds. From November 2019 to January 2021, Ms. Camacho worked part-time
during tax season as a tax preparer at H&R Block. From January 2016 to July
2018, Ms. Camacho served as the Director of Accounting for the Virginia
Department of Emergency Management in Richmond, Virginia, where she oversaw
financial functions, including accounts payable, budgets, procurement processes
and grants departments. Ms. Camacho received her both her Master of Science and
Bachelor of Science in Accounting from Liberty University in Lynchburg, Virginia
in May 2006 and July 2008, respectively. Ms. Camacho has also served in the Army
National Guard since November 2011.
Ms. Camacho's employment with the Company is "at will" and for no specific
period of time. Either the Company or Ms. Camacho may terminate her employment
at any time and for any reason, with or without cause or advance notice. As
Chief Financial Officer, Ms. Camacho is eligible to receive awards pursuant to
the Forza X1, Inc. 2022 Stock Incentive Plan (the "2022 Plan").
There are no family relationships between Ms. Camacho and any of the Company's
directors or executive officers, nor does Ms. Camacho have any direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Other than as described above, there were no
arrangements or understandings by which Ms. Camacho was appointed as the
Company's Chief Financial Officer.
2022 Stock Incentive Plan
In connection with the IPO, the Company adopted the 2022 Plan, which became
effective immediately after the Registration Statement was declared effective by
the Commission on August 11, 2022. A description of the material terms of the
2022 Plan has previously been reported by the Company in the Registration
Statement. A copy of the 2022 Plan, including the form of Incentive Plan Option
Agreement, form of Non-Qualified Stock Option Agreement, and form of Restricted
Stock Unit Agreement, is included as Exhibit 10.3 to this Current Report on Form
8-K and is incorporated herein in reference.
Visconti Employment Agreement
Upon the completion of the IPO, the Company entered into a five-year employment
agreement with Mr. Visconti (the "Visconti Employment Agreement"). Under the
Visconti Employment Agreement, Mr. Visconti will serve as the Company's
Executive Chairman and Chief of Product Development. He will receive an annual
base salary of $75,000 and is eligible to receive an annual performance cash
bonus with a target amount equal to 100% of his annual base salary, based upon
achievement of performance goals established by the Compensation Committee of
the Board. In addition, as discussed below, immediately after the Registration
Statement was declared effective by the Commission, Mr. Visconti was granted a
stock option to purchase 400,000 shares of common stock under the 2022 Plan,
which vests monthly over a three-year period subject to continued employment
through each vesting date.
The Visconti Employment Agreement provides that Mr. Visconti is eligible to
participate in all benefit and fringe benefit plans generally made available to
the Company' s other executive officers.
The Visconti Employment Agreement provides that it will continue until
terminated (i) by mutual agreement; (ii) due to death or disability of Mr.
Visconti; (iii) by Mr. Visconti without good reason upon 90 days written notice
to the Company; (iv) by the Company for cause (as defined in the Visconti
Employment Agreement); (v) by the Company without cause; or (vi) by Mr. Visconti
for good reason (as defined in the Visconti Employment Agreement).
Pursuant to the Visconti Employment Agreement, Mr. Visconti is subject to a
one-year post-termination non-compete and non-solicit of employees and clients.
He is also bound by confidentiality provisions.
In the event of a termination by the Company without cause or a termination by
Mr. Visconti for good reason other than in connection with a change in control,
Mr. Visconti will receive: an aggregate of twelve months of salary continuation
at his then-current base annual salary, paid out in equal installments over a
six month period; payment of any amount of annual bonus accrued for the year
prior to the date of termination; payment of the bonus Mr. Visconti would have
received based on the attainment of performance goals had he remained employed
. . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 11, 2022, the Company's Amended and Restated Certificate of
Incorporation (the "Charter"), substantially in the form previously filed as
Exhibit 3.5 to the Registration Statement, and the Company's Amended and
Restated Bylaws (the "Bylaws"), substantially in the form previously filed as
Exhibit 3.6 to the Registration Statement, became effective. The Charter, among
other things, provides that the Company's authorized capital stock consists of
100,000,000 shares of common stock and 10,000,000 shares of preferred stock. A
description of the material terms of the Company's capital stock, after giving
effect to the adoption of the Charter and Bylaws, has previously been reported
by the Company in the Registration Statement. The Charter and Bylaws are filed
as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.
Item 8.01. Other Events.
On August 11, 2022, the Company issued a press release announcing the pricing of
the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On August 16, 2022, the Company issued a press release announcing the closing of
the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated August 11, 2022, by and between Forza X1,
Inc. and ThinkEquity LLC
3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated Bylaws
10.1 Form of Indemnification Agreement
10.2 Transition Services Agreement, dated August 16, 2022, by and between
Forza X1, Inc. and Twin Vee PowerCats Co.
10.3 Forza X1, Inc. 2022 Stock Incentive Plan and form of Incentive Plan
Option Agreement, Non-Qualified Stock Option Agreement, and Restricted
Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-261884)
filed with the Securities and Exchange Commission on August 2, 2022)
10.4 Employment Agreement, dated August 16, 2022, by and between Forza X1,
Inc. and Joseph C. Visconti
99.1 Press Release Announcing Pricing of IPO, dated August 11, 2022
99.2 Press Release Announcing Closing of IPO, dated August 16, 2022
104 Cover Page Interactive Data File (embedded with the inline XBRL document)
© Edgar Online, source Glimpses
FORZA X1, INC. 
