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Polar Power, Inc. is registering up to 18,341,893 shares of common stock for resale by Roth Principal Investments under a Common Stock Purchase Agreement that provides a $25,000,000 committed equity facility over 36 months. Polar Power may, at its discretion, sell shares to Roth at 97% of VWAP for market open and intraday purchases and 95% of VWAP for pre- and post-market purchases, subject to a $0.50 per-share threshold price.
The company is not selling securities in this prospectus and receives no proceeds from Roth’s resales, but can raise up to $25.0 million in gross proceeds from its own sales to Roth, less a $500,000 cash commitment fee and other expenses, to fund working capital, debt repayment and restructuring. Significant constraints apply: a 4.99% beneficial ownership limitation, a Nasdaq Exchange Cap of 769,952 shares (19.99% of the 3,851,684 shares outstanding on July 27, 2026) until stockholder approval, and authorized share limits that make the facility practically capped at about $1.3 million, or 5.1% of the commitment, at recent prices. The company also highlights prior variable-price convertible notes, new Series A Preferred Stock, a recent equity deficiency notice from Nasdaq, and an auditor going-concern paragraph, all of which increase dilution and listing-risk considerations around this financing structure.
Polar Power, Inc. entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with Roth Principal Investments, establishing a committed equity facility of up to $25,000,000. The company may, at its discretion, sell newly issued common shares over a period of up to 36 months after the registration statement for Roth’s resale is declared effective.
Purchases are priced off the stock’s volume weighted average price at discounts of 3.0% for Market Open and Intraday purchases and 6.0% for Pre‑ and Post‑Market purchases, subject to trading, price and volume conditions, a Nasdaq Exchange Cap of 769,952 shares (19.99% of pre‑agreement shares), and a 4.99% beneficial ownership limit for Roth. Polar Power will pay a $500,000 commitment fee (2.0% of the facility) through 10% withholdings on each purchase and will reimburse specified legal and underwriting-related expenses. Any net proceeds are intended for working capital and general corporate purposes, including its DC power systems and power‑generation business.
Polar Power, Inc. entered into a new convertible preferred and warrant financing with LU2 Holdings LLC and Mayers Ventures LLC. The company created Series A Convertible Preferred Stock with $1,000 stated value per share, a 10% annual dividend, and a conversion price set at 90% of the lowest VWAP over seven trading days, subject to a floor price. Under a Securities Purchase Agreement, it sold 500 preferred shares with $500,000 stated value for a $450,000 purchase price and issued warrants for 150,915 common shares to LU2 and 83,841 shares to Mayers.
A Registration Rights Agreement covers the note shares, preferred conversion shares and warrant shares. Amendments to the Mayers note and Preferred SPA expand permitted equity facilities such as ELOCs and ATMs and extend Mayers’ board designation rights while its note remains outstanding. Polar Power also agreed to pay LU2 a $100,000 cash fee and $50,000 in restricted stock for strategic advisory services, terminated its prior ATM sales agreement with ThinkEquity without penalty, and corrected the preferred stock designation so the Market Conversion Price tracks 90% of the lowest VWAP over the seven trading days before a conversion notice.
Polar Power, Inc. established a new Series A Convertible Preferred Stock by filing a certificate of designation with the Delaware Secretary of State on July 10, 2026. The series has a par value of $0.0001, a stated value of $1,000 per share, and 25,000 shares reserved for issuance.
The preferred stock carries a 10% annual dividend accruing monthly and is convertible into common stock at a market conversion price equal to 90% of the lowest VWAP over seven consecutive trading days, based on specified measurement dates. Polar Power states it has not yet issued or sold any of these preferred shares.
Polar Power, Inc. entered into a financing agreement by issuing a convertible promissory note to Mayers Ventures LLC with an aggregate principal amount of $275,000. The company received $250,000 in consideration, the note carries a 10% annual interest rate, and it matures on December 30, 2027.
Mayers may convert outstanding principal and interest into Polar Power common stock at a price equal to 90% of the lowest daily VWAP over the seven trading days before a conversion notice, subject to a floor price while the shares remain listed. Polar Power agreed to treat all conversion shares as “Registrable Securities” under a planned registration rights agreement, and Mayers gained the right to designate one board member, alongside other customary note terms.
Polar Power, Inc. reported that Nasdaq has granted more time to regain compliance with its stockholders’ equity listing requirement. Nasdaq previously found the company deficient under Listing Rule 5550(b) after it reported only $144,000 in stockholders’ equity as of December 31, 2025.
The company submitted a plan, including planned financing activities and an internal restructuring, and now has until October 28, 2026 to demonstrate compliance through one of two reporting alternatives. If it does not evidence compliance by its annual report for the year ending December 31, 2026, its shares may be subject to delisting, with a right to appeal to a Nasdaq Hearings Panel.
Polar Power, Inc. reported sharply improved first-quarter 2026 performance, with net sales of $1.7M, gross profit of $1.1M, and gross margin rising to 65.7% helped by a one-time $0.45M warranty reserve adjustment.
The net loss narrowed to $178K versus $1.3M a year earlier, and operating expenses fell 22%. Stockholders’ equity increased to $2.39M, while cash was $27K and total current liabilities were $9.1M, underscoring tight liquidity.
Management highlighted a settlement that cuts monthly rent at its Gardena headquarters from $109K to $55K, a sales backlog of $3.7M as of March 31, 2026, and a $3.8M backlog as of May 30, 2026. The company used an ATM facility to raise $2.4M in Q1 and continues to work toward regaining compliance with Nasdaq Listing Rule 5550(b)(1) on stockholders’ equity, while acknowledging substantial doubt about its ability to continue as a going concern in light of limited cash, debt and listing risk.
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.