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Polar Power replaces resale holder with Mandragula

Polar Power would receive proceeds from any cash warrant exercises, but none from selling-stockholder resales.

(Neutral)

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Form Type
424B7

Rhea-AI Filing Summary

Polar Power, Inc. (POLA) registers up to 8,653,774 shares of Common Stock for resale by selling stockholders. Polar Power is not selling shares and will receive no proceeds from resales; it would receive proceeds from warrants exercised for cash. The stated resale amount is an estimate and may differ from the number of shares ultimately issued or resold.

The supplement replaces Mayers Ventures LLC with Mandragula Ltd. after Mayers transferred its securities; the other selling-stockholder entries are unchanged. Mandragula is listed for resale of up to 847,730 shares, including 763,889 shares issuable upon conversion of a Convertible Note and 83,841 issuable upon warrant exercise. The note amount assumes conversion at the Floor Price, and the exact number issuable is not currently determinable because the conversion price is variable. Polar Power had 4,309,319 shares outstanding as of September 10, 2026; Mandragula's convertibility and exercise are subject to a 9.99% limit.

Filing Explained

The table reports 478,281 shares beneficially owned before the offering (9.99%); its zero post-offering balance assumes, rather than reports, sale of all 847,730 offered shares.

Shares registered for resale Up to 8,653,774 shares Common Stock offered and resold by selling stockholders
Mandragula Ltd. maximum shares offered 847,730 shares Maximum number offered pursuant to the prospectus
Shares issuable upon Convertible Note conversion 763,889 shares Assumes conversion at the Floor Price
Shares issuable upon warrant exercise 83,841 shares Mandragula Ltd. shares offered
Common Stock outstanding 4,309,319 shares As of September 10, 2026
Convertibility and exercise limit 9.99% Limit stated for Mandragula Ltd.
Last reported sale price $0.6429 per share October 27, 2026
Convertible Note financial
"shares issuable upon conversion of a Convertible Note"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
Warrants financial
"shares issuable upon the exercise of Warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Floor Price financial
"converts at the Floor Price set forth in the Note"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
variable conversion prices financial
"applicable conversion prices are variable"
smaller reporting company regulatory
"a “smaller reporting company” as defined in Rule 12b-2"
A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.
Offering Type secondary
Securities Offered Common Stock
Offering Amount Up to 8,653,774 shares
Use of Proceeds Polar Power receives no proceeds from selling-stockholder resales; it would receive proceeds from warrants exercised for cash.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many POLA shares are registered for resale?

Selling stockholders may offer and resell up to 8,653,774 shares of Common Stock. The stated amount is an estimate and does not necessarily reflect the number of shares that will actually be issued or resold.

How many POLA shares may Mandragula Ltd. resell?

Mandragula Ltd. is listed for resale of up to 847,730 shares, including 763,889 shares issuable upon conversion of a Convertible Note and 83,841 issuable upon warrant exercise. The note amount assumes conversion at the Floor Price.

Will Polar Power receive proceeds from POLA share resales?

Polar Power receives no proceeds from selling-stockholder sales. Certain selling stockholders may obtain shares through warrant exercises, and Polar Power would receive proceeds from warrants exercised for cash.

At what prices can POLA selling stockholders resell shares?

Selling stockholders may sell at fixed prices, prevailing market prices at the time of sale, prices related to prevailing market prices, varying prices determined at the time of sale, or negotiated prices. They may use agents, broker-dealers, or underwriters, or sell directly to purchasers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates

 

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-298541

 

PROSPECTUS SUPPLEMENT

(To Prospectus dated September 25, 2026)

 

POLAR POWER, INC.

 

Up to 8,653,774 Shares of Common Stock

 

This prospectus relates to the offer and resale from time to time by the Selling Stockholders named herein (the “Selling Stockholders”) of up to 8,653,774 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”). Certain of the Selling Stockholders will be selling Shares to be issued to them pursuant to their conversion of certain convertible notes or preferred stock or their exercise of certain warrants. The exact number of shares of our Common Stock that may be issued to Selling Shareholders pursuant to the convertible notes and preferred stock is not currently determinable because the applicable conversion prices are variable and are determined by reference to the market price of our Common Stock at the time of conversion. The number of shares set forth in this prospectus is an estimate determined by us and does not necessarily reflect the number of shares that will actually be issued or resold. See “Risk Factors.”

 

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. However, certain of the Selling Stockholders may acquire the Shares they are selling in this offering through their exercise of warrants, and we would receive the proceeds of any exercise of the warrants to the extent they are exercised for cash. See “Use of Proceeds.”

 

The Selling Stockholders may offer and sell the shares of Common Stock from time to time at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may sell shares through agents, broker-dealers, or underwriters, or directly to purchasers. For additional information on the methods of sale that may be used by the Selling Stockholders, see “Plan of Distribution.”

 

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “POLA.” On October 27, 2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.6429 per share.

 

We are a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. See “Prospectus Summary—Implications of Being a Smaller Reporting Company.”

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is October 28, 2026.

 

 

 

 


Selling Stockholders

 

The following information amends and supplements the information that appears under the heading “Selling Stockholders” beginning on page 11 of the prospectus. Capitalized terms used herein but not defined have the meanings ascribed to such terms in the prospectus.

 

Mayers Ventures LLC, a Selling Stockholder included in the prospectus, transferred the securities it holds in the Company to Mandragula Ltd. The table that appears under the heading “Selling Stockholders” in the prospectus is being amended and supplemented to (i) remove Mayers Ventures LLC as a Selling Stockholder and (ii) add Mandragula Ltd. as a Selling Stockholder. This prospectus supplement does not impact any other Selling Stockholder set forth in the table appearing under the heading “Selling Stockholders” in the prospectus.

 

The percentages of Common Stock owned after the offering by the Selling Stockholder below are based on 4,309,319 shares of our Common Stock outstanding as of September 10, 2026, and assumes the exercise or conversion of any securities exercisable or convertible into Common Stock owned by such Selling Stockholder but not the exercise or conversion of such securities owned by any other Selling Stockholder. All information regarding the Selling Stockholder identified below was provided by that Selling Stockholder.

 

   Number of Shares of
Common Stock
Owned
Prior to Offering
   Maximum Number of
Shares of Common
Stock Offered
Pursuant to this
   Number of Shares of
Common Stock
Owned
After Offering
 
Name of Selling Stockholders  Number   Percent(1)   Prospectus   Number(2)   Percent 
Mandragula Ltd. (5)   478,281    9.99%   847,730    0    - 

 

(1) Percentage ownership is based on a denominator equal to the sum of (i) 4,309,319 shares of our Common Stock outstanding as of September 10, 2026 and (ii) the number of shares of Common Stock that may become issuable to that Selling Stockholder within the next 60 days upon its exercise or conversion of securities it beneficially owns.

 

(2) Assumes the sale of all shares of Common Stock being offered pursuant to this prospectus.

 

(5) Maximum number of shares offered consists of 763,889 shares of Common Stock issuable upon conversion of a Convertible Note and 83,841 shares of Common Stock issuable upon the exercise of Warrants. The exact number of shares that may be issued to Mandragula Ltd. pursuant to the Note is not currently determinable because the applicable conversion prices are variable and are determined by reference to the market price of our Common Stock at the time of conversion. This figure assumes that the Note converts at the Floor Price set forth in the Note. Number of shares owned prior to offering reflects a limit on convertibility and exercise equal to 9.99% of total shares outstanding. The shares as referenced herein are directly held by Mandragula Ltd., and may be deemed to be indirectly beneficially owned by Gur Aryeh Segal, who may be deemed to have sole voting and dispositive power with respect to the shares held by Mandragula Ltd. The address of Mandragula Ltd. is 8 Gavish Street, Bet Sarel, Netanya, Israel.

 

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