Polar Pwr Inc SEC Filings

Polar Power, Inc. entered into two 6% convertible redeemable notes with CFI Capital and Monroe Street Capital, with aggregate principal of $970,600 and net cash proceeds of about $807,100. The notes mature in 12 months and become convertible after six months at a price set at 80% of the lowest recent daily VWAP, with a deeper discount if the stock is delisted from Nasdaq.

The company also signed a restructuring and management services agreement with Mammoth Crest Capital for a $500,000 fee, a $25,000 monthly retainer, and shares equal to 4.5% of its common stock, while expanding its board and adding MCC-designated directors. Separately, Polar Power paid $755,000 to its landlords to regain access to its headquarters and avoid eviction through mid‑2027, subject to substantial scheduled rent and lump-sum payments, and continued its plan to vacate a warehouse by August 31, 2026. The company also terminated an unused revolving loan agreement and had one independent director rescind a prior resignation.

Polar Power, Inc. reported essentially flat net sales of $1,728 for the quarter ended March 31, 2026, versus $1,723 a year earlier, but its net loss narrowed sharply to $178 from $1,265. Gross margin improved to 65.7%, helped by a reduction of the warranty reserve from $600 to $150.

Cash remains very limited at $27, with a line-of-credit balance of $3,704 and rent arrears of $858. The company raised $2,424 by selling 962,500 shares through its at-the-market equity program, lifting stockholders’ equity to $2,390 as of March 31, 2026.

Auditors have expressed substantial doubt about Polar Power’s ability to continue as a going concern. After quarter-end, the company received a Nasdaq notice for falling below the $2.5M equity requirement and was evicted from its headquarters, forcing relocation of offices and production to a warehouse facility while it seeks additional financing.

Polar Power, Inc. filed a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company attributes the delay to completing financial statements and disclosures and expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date.

The notice was signed by Arthur D. Sams, President and CEO, on May 15, 2026. The filing cites Rule 12b-25 relief and states the delay could not be eliminated without unreasonable effort or expense.

Polar Power, Inc. entered into a Revolving Loan Agreement with Stone Brothers Capital, creating a revolving credit facility of up to $2,500,000. The lender may, at its sole discretion, advance loans that bear interest at an annual rate of 12% and mature on the first anniversary of the closing date.

The company plans to use loan proceeds for general corporate purposes, including expenses related to a Qualified Public Equity Offering for proceeds up to $6,000,000. As a closing condition, two current directors must resign and three lender‑designated individuals will be appointed to the board. Two independent directors have submitted resignations effective May 19, 2026.

Polar Power, Inc. received a Nasdaq notice that it is not meeting continued listing standards because it reported stockholders’ equity of $144,000 as of December 31, 2025, below the required $2.5 million. The company has 45 days to submit a compliance plan and, if accepted, 180 days from the notice date to regain compliance. The letter does not immediately affect trading, and Polar Power’s shares will continue to trade on Nasdaq under the symbol POLA while it works on a remediation plan.

Polar Power, Inc. reports significant operating losses and liquidity pressures in its annual report, alongside a detailed description of its DC power generation business focused on telecommunications, military, EV charging and mini-grid markets. For 2025, the company recorded a net loss of $9,133 (thousands) and used $1,061 (thousands) of cash in operating activities, leading auditors to raise substantial doubt about its ability to continue as a going concern. Management outlines multiple mitigation steps, including cost reductions, sales diversification and expanded aftermarket parts revenue, but notes that failure to secure sufficient funding may force cuts to operations. Polar highlights heavy dependence on telecommunications customers, especially U.S. Tier‑1 carriers, with 88% of 2025 net sales from this sector, and a sales backlog of $4,306 (thousands) as of December 31, 2025, mostly tied to 5G-related DC power systems. To address liquidity needs, the company entered into an at‑the‑market equity program, selling 166,127 shares in 2025 and 962,500 shares through April 15, 2026 for combined net proceeds of $3,182 (thousands), and also entered into a small high‑cost loan with World Wide Capital Management. Polar is negotiating with landlords over delinquent rents after one initiated, then paused, eviction proceedings, and is operating under a forbearance agreement on its $7,500 (thousands) revolving credit facility after falling out of its minimum tangible net worth covenant.

Polar Power, Inc. submitted a Form 12b-25 notifying the SEC that it cannot file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 by the prescribed due date due to staffing shortages. The company states it requires additional time to complete financial statements and disclosures and expects to file no later than the fifteenth calendar day following the prescribed due date. The notice is signed by Arthur D. Sams, President and CEO, on March 31, 2026.

Bard Associates, Inc. filed an amended Schedule 13G reporting beneficial ownership of 2,928 shares of Polar Power, Inc. common stock, representing 0.1% of the class. Bard reports no sole voting or dispositive power and shared dispositive power over all reported shares.

The firm states that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Polar Power. Bard also confirms it now owns 5% or less of the company’s common stock.

Polar Power, Inc. held its 2025 annual stockholder meeting on December 15, 2025, where stockholders approved all six proposals on the ballot.

Four directors – Arthur D. Sams, Keith Albrecht, Michael Field and Katherine Koster – were elected with roughly 886,000 to 896,000 votes each. Stockholders ratified Weinberg & Company, P.A. as independent auditor with 1,510,401 votes for, and approved the Polar Power 2026 Equity Incentive Plan, which will be effective January 1, 2026, with 862,506 votes for and 40,576 against.

In advisory votes, stockholders approved executive compensation with 864,824 votes for and chose an annual say‑on‑pay frequency, which the board adopted until at least the 2026 annual meeting. They also supported granting the meeting chair discretionary authority to adjourn the meeting, if needed, to solicit additional proxies related to the equity plan.