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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 2, 2026
POLAR
POWER, INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-37960 |
|
33-0479020 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
249
E. Gardena Boulevard, Gardena, California 90248
(Address
of Principal Executive Offices) (Zip Code)
(310)
830-9153
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
POLA |
|
The
NASDAQ Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition.
On
June 2, 2026, Polar Power, Inc. issued a press release announcing its financial results for the three months ended March 31, 2026. A
copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
The
information contained in Item 2.02 is incorporated herein by reference.
The
information contained in Items 2.02 and Item 7.01 (including Exhibit 99.1) is furnished pursuant to Items 2.02 and 7.01 and shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section.
The
Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s
expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required
by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press release issued by Polar Power, Inc. dated June 2, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
June 2, 2026
| |
POLAR
POWER, INC. |
| |
|
|
| |
By: |
/s/
Arthur D. Sams |
| |
|
Arthur
D. Sams President,
Chief Executive Officer and Secretary |
Exhibit
99.1
Polar
Power Highlights Sharply Improved First Quarter 2026 Performance and Recent Operational Progress
GARDENA,
California — June 2, 2026 — Polar Power, Inc. (“Polar Power” or the “Company”) (NASDAQ: POLA),
a global provider of prime, backup and solar hybrid DC power solutions, today highlighted its financial results for its first quarter
ended March 31, 2026, which the Company disclosed by its quarterly report on Form 10-Q with the Securities and Exchange Commission on
May 20, 2026, and its recent operational progress. The quarter reflected substantial year-over-year gains in gross margin, operating
results, and balance sheet strength, supported by a $3.7 million sales order backlog as of March 31, 2026.
| ● | Gross
margin expanded to 65.7% from 18.6% in Q1 2025, approximately 41% including the benefit of
a one-time warranty reserve adjustment, and gross profit grew to $1.1 million compared to
$319,000 in Q1 2025; |
| | | |
| ● | Operating
expenses declined 22% from $1.4 million in Q1 2025 to $1.1 million in Q1 2026; |
| | | |
| ● | Net
loss narrowed 86% year-over-year to $176,000 in Q1 2026, compared to $1.2 million in Q1 2025; |
| | | |
| ● | Stockholders’
equity increased to $2.3 million and working capital turned positive at $2.1 million; |
| | | |
| ● | Reached
a settlement to continue operating at its Gardena headquarters at greatly reduced rent; |
| | | |
| ● | Close
to reaching stockholders’ equity compliance; intends to regain compliance within the
available cure period; |
| | | |
| ● | Continues
to reduce the outstanding balance on the Pinnacle Bank credit facility. As of May 30, 2026,
the balance was $3.2 million, supported by $1.2 million in receivables and $13.7 million
in inventory available as collateral, if needed; and |
| | | |
| ● | Sales
Backlog was $3.8 million as of May 30, 2026, which the Company anticipates fulfilling in
the coming months to further reduce debt. |
FIRST
QUARTER 2026 FINANCIAL HIGHLIGHTS
| (in thousands, except per share data) | |
Q1 2026 | | |
Q1 2025 | | |
Y/Y +/(-) Change | |
| Net sales | |
$ | 1,728 | | |
$ | 1,723 | | |
| — | |
| Gross profit | |
$ | 1,135 | | |
$ | 320 | | |
| 255 | % |
| Gross margin | |
| 65.7 | % | |
| 18.6 | % | |
| 47.1 pts | |
| Total operating expenses | |
$ | 1,111 | | |
$ | 1,421 | | |
| 22 | % |
| Income (loss) from operations | |
$ | 24 | | |
$ | (1,101 | ) | |
| 102 | % |
| Net loss | |
$ | (178 | ) | |
$ | (1,265 | ) | |
| 86 | % |
| Net loss per share | |
$ | (0.05 | ) | |
$ | (0.50 | ) | |
| 90 | % |
n/m
= not meaningful. Q1 2026 gross margin and operating income included an approximately $0.45 million ($450 thousand) favorable warranty
reserve adjustment recorded after a reserve study; excluding this one-time item, gross margin was approximately 39.7%.
MANAGEMENT
COMMENTARY
“The
first quarter marked clear operating progress for Polar Power. We expanded gross margin to 65.7%, which includes one-time adjustment
in warranty reserve, an increase of approximately 41% when compared to the same period last year. We reduced operating expenses by 22%
and narrowed our net loss by 86% when compared to the same period last year.
Since
quarter-end, we have taken important steps to strengthen our operating and financial position. We entered into a new settlement agreement
with the landlord of our Gardena headquarters at 249 E. Gardena Blvd, enabling us to maintain operations at this facility for the next
twelve months while reducing our rent from $109,000 to $55,000 monthly rate. Our goal is to combine our three separate facilities into
one so we can increase our operating efficiency.
We
also remain focused on regaining compliance with Nasdaq Listing Rule 5550(b)(1) relating to stockholders’ equity within the applicable
cure period. As of March 31, 2026, stockholders’ equity increased to $2.3 million, compared with $144,000 as of December 31, 2025.
In parallel, we continue to expand our sales backlog, adding approximately $916,000 in new orders, approximately 73% of which were from
customers in the international telecom market.
On
May 21, 2026, we entered into a Restructuring, Implementation and Management Services Agreement with Mammoth Crest Capital, LLC (‘MCC’),
effective May 19, 2026. Under the Services Agreement, MCC is obligated to lead and oversee the execution of various operational, organizational,
governance, financial, and capital structure initiatives. We look forward to partnering with MCC and anticipate meaningful improvements
in operational efficiency as a result of this engagement.
While
meaningful challenges remain, we have been in business for 47 years and during this time we have had our ups and downs; we are executing
a focused plan to convert improving operating performance into a sustainable financial position,” said Arthur Sams, Founder, President
and Chief Executive Officer of Polar Power.
ABOUT
POLAR POWER
Gardena,
California-based Polar Power, Inc. (NASDAQ: POLA), is a technology company that designs, manufactures and sells direct current, or DC,
power systems, lithium battery powered hybrid solar systems for applications in the telecommunications market and, in other markets,
including military, EV charging, cogeneration, distributed power and uninterruptable power supply. Within the telecommunications market,
Polar Power’s systems provide reliable and low-cost energy for applications for off-grid and bad-grid applications with critical
power needs that cannot be without power in the event of utility grid failure.
For
more information, please visit www.polarpower.com. or follow Polar Power on www.linkedin.com/company/polar-power-inc/.
FORWARD-LOOKING
STATEMENTS
This
press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements
regarding the Company’s operating trajectory, liquidity and financing plans, ability to continue as a going concern, ability to
satisfy its lease payment arrangement and maintain its facilities, ability to regain and maintain Nasdaq listing compliance, and strategic
priorities. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially,
including the Company’s substantial doubt about its ability to continue as a going concern, its limited cash and liquidity, the
risk of delisting from Nasdaq, customer and supplier concentration, the potential enforcement of remedies by its lender or landlords,
and the other risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2026. Forward-looking statements speak only as of the date hereof, and the Company
undertakes no obligation to update them except as required by law.
CONTACTS
Investor
Relations — Polar Power, Inc.
ir@polarpower.com
| (310) 830-9153
#
# #
POLAR
POWER, INC.
CONDENSED
BALANCE SHEETS
(in
thousands, except share and per share data)
| | |
March 31, 2026 | | |
December 31, 2025 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 27 | | |
$ | 200 | |
| Accounts receivable | |
| 1,511 | | |
| 330 | |
| Inventories | |
| 9,547 | | |
| 9,425 | |
| Prepaid expenses | |
| 78 | | |
| 76 | |
| Total current assets | |
| 11,163 | | |
| 10,031 | |
| | |
| | | |
| | |
| Other assets: | |
| | | |
| | |
| Operating lease right-of-use assets | |
| 172 | | |
| 278 | |
| Property and equipment, net | |
| 112 | | |
| 128 | |
| | |
| | | |
| | |
| Total assets | |
$ | 11,447 | | |
$ | 10,437 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable (includes $1,070 and $778 of rents payable) | |
$ | 2,617 | | |
$ | 2,506 | |
| Customer deposits | |
| 756 | | |
| 764 | |
| Accrued liabilities and other current liabilities | |
| 807 | | |
| 1,462 | |
| Line of credit | |
| 3,704 | | |
| 4,036 | |
| Notes payable-related party | |
| 611 | | |
| 612 | |
| Notes payable, current | |
| 365 | | |
| 438 | |
| Current portion of operating lease liabilities | |
| 197 | | |
| 475 | |
| Total current liabilities | |
| 9,057 | | |
| 10,293 | |
| | |
| | | |
| | |
| Total liabilities | |
| 9,057 | | |
| 10,293 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ Equity | |
| | | |
| | |
| Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding | |
| — | | |
| — | |
| Common stock, $0.0001 par value, 50,000,000 shares authorized, 3,642,656 shares issued and 3,640,159 shares outstanding on March 31, 2026, and 2,680,156 shares issued and 2,677,659 shares outstanding on December 31, 2025 | |
| — | | |
| — | |
| Additional paid-in capital | |
| 42,077 | | |
| 39,653 | |
| Accumulated deficit | |
| (39,647 | ) | |
| (39,469 | ) |
| Treasury Stock, at cost (2,497 shares) | |
| (40 | ) | |
| (40 | ) |
| Total stockholders’ equity | |
| 2,390 | | |
| 144 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 11,447 | | |
$ | 10,437 | |
POLAR
POWER, INC.
UNAUDITED
CONDENSED STATEMENTS OF OPERATIONS
(in
thousands, except share and per share data)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Net Sales | |
$ | 1,728 | | |
$ | 1,723 | |
| Cost of Sales | |
| 593 | | |
| 1,403 | |
| Gross profit | |
| 1,135 | | |
| 320 | |
| | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | |
| Sales and marketing | |
| 159 | | |
| 260 | |
| Research and development | |
| 169 | | |
| 160 | |
| General and administrative | |
| 783 | | |
| 1,001 | |
| Total operating expenses | |
| 1,111 | | |
| 1,421 | |
| | |
| | | |
| | |
| Income (loss) from operations | |
| 24 | | |
| (1,101 | ) |
| | |
| | | |
| | |
| Other income (expenses) | |
| | | |
| | |
| Interest expense and finance costs | |
| (202 | ) | |
| (164 | ) |
| Total other income (expenses), net | |
| (202 | ) | |
| (164 | ) |
| | |
| | | |
| | |
| Net loss | |
$ | (178 | ) | |
$ | (1,265 | ) |
| | |
| | | |
| | |
| Net loss per share – basic and diluted | |
$ | (0.05 | ) | |
$ | (0.50 | ) |
| Weighted average shares outstanding, basic and diluted | |
| 3,477,937 | | |
| 2,510,669 | |
POLAR
POWER, INC.
UNAUDITED
CONDENSED STATEMENTS OF CASH FLOW
(in
thousands)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (178 | ) | |
$ | (1,265 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 16 | | |
| 17 | |
| Changes in warranty liability reserve | |
| (427 | ) | |
| — | |
| Changes in operating assets and liabilities | |
| | | |
| | |
| Accounts receivable | |
| (1,181 | ) | |
| 466 | |
| Inventories | |
| (122 | ) | |
| (241 | ) |
| Prepaid expenses | |
| (2 | ) | |
| (21 | ) |
| Operating lease right-of-use asset | |
| 106 | | |
| 302 | |
| Accounts payable | |
| 111 | | |
| 309 | |
| Customer deposits | |
| (8 | ) | |
| 151 | |
| Accrued expenses and other current liabilities | |
| (228 | ) | |
| 17 | |
| Operating lease liabilities | |
| (278 | ) | |
| (319 | ) |
| Net cash used in operating activities | |
| (2,191 | ) | |
| (584 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Net proceeds from issuance of common stock under ATM facility | |
| 2,424 | | |
| — | |
| Proceeds from notes payable-related party | |
| — | | |
| 163 | |
| Repayment of notes payable-related party | |
| (1 | ) | |
| — | |
| Repayment of notes payable | |
| (73 | ) | |
| — | |
| Repayment of advances from credit facility | |
| (332 | ) | |
| (9 | ) |
| Net cash provided by financing activities | |
| 2,018 | | |
| 154 | |
| | |
| | | |
| | |
| Decrease in cash and cash equivalents | |
| (173 | ) | |
| (430 | ) |
| Cash and cash equivalents, beginning of period | |
| 200 | | |
| 498 | |
| Cash and cash equivalents, end of period | |
$ | 27 | | |
$ | 68 | |
| | |
| | | |
| | |
| Supplemental Cash Flow Information: | |
| | | |
| | |
| Interest paid | |
$ | 169 | | |
$ | 188 | |
| Supplemental non-cash investing and financing activities: | |
| | | |
| | |
| Issuance of common stock to director for accrued fees | |
$ | — | | |
$ | 8 | |
