USFM and Twin Vee Amend Merger Agreement

What changed in the amended agreement

The amended merger agreement revises the transaction structure and adds a requirement that USFM use reasonable best efforts to seek to close an up to $5 million private investment in public equity (PIPE). The post-closing ownership split for the combined public parent (Twin Vee Holdco Inc., “Pubco”) is reduced from the initial 90% pre-closing USFM stockholders / 10% pre-closing Twin Vee stockholders to 93% pre-closing USFM stockholders / 7% pre-closing Twin Vee stockholders. Other key terms from the July 12, 2026 initial agreement remain unchanged.

Sources: S1

Structure at closing and CVR Trust

Under the amended terms, Pubco will be formed as a Texas corporation and will hold USFM and Twin Vee as separate wholly owned subsidiaries after two transitory mergers. Twin Vee will form a Delaware statutory trust (the CVR Trust) for the benefit of pre-closing Twin Vee stockholders; those stockholders will receive non-transferable contingent value rights (CVRs) entitling them to future distributions from the CVR Trust, which will hold the marine business assets and liabilities and operate that business separately.

Sources: S1

Expected listing, approvals, and timing

Pubco's shares will be registered with the SEC and are expected to be listed on NYSE American or another national securities exchange. The amended merger agreement has been approved by the Boards of Twin Vee and USFM. The closing remains subject to customary closing conditions, including approval by Twin Vee's disinterested shareholders and applicable regulatory approvals; the parties currently expect the transaction to close in the fourth quarter of 2026 or the first quarter of 2027.

Sources: S1

Operational and advisory notes

Neither USFM nor Twin Vee expects immediate changes to customer service, vendor relationships, or employee operations as a result of the amendment. Loeb & Loeb LLP serves as legal counsel to USFM; Sheppard Mullin Richter & Hampton LLP serves as legal counsel to Twin Vee; and Houlihan Capital provided a fairness opinion to the Twin Vee Board.

Sources: S1

Inference: Why the amendment may matter

A larger allocation to pre-closing USFM stockholders and the PIPE requirement could affect the combined company's capital structure and the standalone operation of Twin Vee's marine business through the CVR Trust. These features may influence governance, potential future distributions tied to the marine business, and the financing runway available at closing. This is an inference based on the amended ownership percentages, PIPE pursuit, and the CVR Trust structure disclosed by the parties.

Sources: S1

What remains uncertain

• The press release is an issuer disclosure and not independent verification of transaction terms, and the closing is expressly contingent on customary conditions, regulatory approvals, and Twin Vee stockholder approval.
• The PIPE is described as an "up to $5 million" effort and conditioned on USFM using "reasonable best efforts" to seek it; outcome, timing, and terms of any PIPE are not stated.
• Timing statements reflect expectations that the transaction will close in the fourth quarter of 2026 or the first quarter of 2027 but are subject to satisfaction or waiver of closing conditions and other risks described by the parties.