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2026-08-05
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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): August 5,
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
1.01 Entry into a Material Definitive Agreement.
On
July 29, 2026, Polar Power, Inc. (the “Company”) entered into a series of agreements with each of CL Investment Group LLC
(“CL Investment”) and LU2 Holdings LLC (“LU2” and, together with CL Investment, the “Investors” and
each an “Investor”), providing for the issuance and sale to the Investors of shares of the Company’s Series A Convertible
Preferred Stock and warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
By their terms, the agreements became effective, and the closing thereunder was consummated, on the date that each of the closing conditions
had been satisfied, which occurred on August 5, 2026 (the “Closing”). The transactions constitute a subsequent closing
under the Company’s previously designated Series A Convertible Preferred Stock, following the initial closings previously disclosed
by the Company.
Securities
Purchase Agreements — Convertible Preferred Stock
On
July 29, 2026, the Company entered into a Securities Purchase Agreement with CL Investment (the “CL Purchase Agreement”)
and a separate Securities Purchase Agreement with LU2 (the “LU2 Purchase Agreement,” and together with the CL Purchase Agreement,
the “Purchase Agreements”), in each case for the issuance and sale of shares of the Company’s Series A Convertible
Preferred Stock, par value $0.0001 per share (the “Convertible Preferred”), and certain common stock purchase warrants (the
“Warrants”).
The
Convertible Preferred was previously established as a series of the Company’s preferred stock pursuant to the Certificate of Designation
of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “COD”), which, the Company filed with
the Secretary of State of the State of Delaware on July 10, 2026, and which was corrected by a Certificate of Correction filed on July
24, 2026. The COD designates 25,000 shares of Convertible Preferred, having a stated value of $1,000 per share (the “Stated Value”).
Immediately prior to the transactions described herein, 500 shares of Convertible Preferred were issued and outstanding. Pursuant
to the COD, the Convertible Preferred bears a dividend that accrues monthly at a rate of 10% per annum and is convertible into shares
of Common Stock (the “Preferred Conversion Shares”) at the Market Conversion Price. The “Market Conversion Price”
is equal to 90% of the lowest volume-weighted average price of the Common Stock for the seven consecutive trading days immediately preceding
the applicable conversion date, but not less than the floor price set forth in the COD.
Pursuant
to the CL Purchase Agreement, the Company agreed to issue and sell to CL Investment, and CL Investment agreed to purchase from the Company,
833 shares of Convertible Preferred (representing an aggregate Stated Value of $833,000) at a purchase price equal to 90% of the Stated
Value, for an aggregate subscription amount of $749,700. Pursuant to the LU2 Purchase Agreement, the Company agreed to issue and sell
to LU2, and LU2 agreed to purchase from the Company, 278 shares of Convertible Preferred (representing an aggregate Stated Value of $278,000)
at a purchase price equal to approximately 90% of the Stated Value, for an aggregate subscription amount of $250,000. At the Closing
on August 5, 2026, the Company issued an aggregate of 1,111 shares of Convertible Preferred to the Investors, for aggregate gross
proceeds to the Company of $999,700, before deducting fees and expenses. After giving effect to these issuances, 1,611 shares of Convertible
Preferred were issued and outstanding.
Pursuant
to the Purchase Agreements, the Company also agreed to issue to each Investor Warrants entitling the Investor to purchase a number of
shares of Common Stock (the “Warrant Shares”) equal to 50% of such Investor’s subscription amount divided by the exercise
price of the Warrants, at an exercise price determined as provided in, and subject to adjustment as set forth in, the Warrants. At the
Closing on August 5, 2026, the Company issued to CL Investment a Warrant to purchase 227,182 Warrant Shares at an exercise price
of $1.65 per share, and issued to LU2 a Warrant to purchase 75,758 Warrant Shares at an exercise price of $1.65 per share. Each Warrant
is exercisable at any time on or after the date of issuance and expires on the third anniversary of the date of issuance, and provides
for cashless exercise under the circumstances set forth therein. The Warrants, together with conversions of the Convertible Preferred,
are subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock.
The
CL Purchase Agreement and the LU2 Purchase Agreement are substantially identical in form, as are the Warrants issued to the Investors
and the Registration Rights Agreements described below. In accordance with Instruction 2 to Item 601 of Regulation S-K, the Company is
filing the form of each such agreement, and the material details in which the executed agreements differ are set forth in Item 1.01 of
this Current Report and summarized in the table below:
| Investor | |
Preferred
Shares | | |
Aggregate
Stated Value | | |
Subscription
Amount | | |
Warrant
Shares | | |
Warrant
Exercise
Price | |
| CL
Investment Group LLC | |
| 833 | | |
$ | 833,000 | | |
$ | 749,700 | | |
| 227,182 | | |
$ | 1.65 | |
| LU2
Holdings LLC | |
| 278 | | |
$ | 278,000 | | |
$ | 250,000 | | |
| 75,758 | | |
$ | 1.65 | |
The
foregoing summary of the Purchase Agreements, the COD and the Warrants does not purport to be complete and is qualified in its entirety
by reference to the full text of the COD, incorporated by reference as Exhibit 3.1 hereto, the form of Securities Purchase Agreement,
filed as Exhibit 10.1 hereto, and the form of Common Stock Purchase Warrant, filed as Exhibit 10.2 hereto, each of which is incorporated
herein by reference.
Registration
Rights Agreements
In
connection with the Purchase Agreements, on July 29, 2026, the Company entered into a Registration Rights Agreement with each of CL Investment
and LU2 (each, an “RRA”), pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”)
one or more registration statements to register the resale of the Preferred Conversion Shares and the Warrant Shares, and to use its
reasonable best efforts to have such registration statement(s) declared effective by the SEC as soon as practicable, but in no event
later than the effectiveness deadline set forth in the applicable RRA. Under the Purchase Agreements, the Company agreed to file such
registration statement on Form S-1 (or, if applicable, Form S-3) within 30 days after the applicable execution date.
The
foregoing summary of the RRAs does not purport to be complete and is qualified in its entirety by reference to the full text of the form
of Registration Rights Agreement, filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosures contained in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosures contained in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The shares of
Convertible Preferred and the Warrants described in Item 1.01, and the shares of Common Stock issuable upon conversion of the Convertible
Preferred and upon exercise of the Warrants, were offered and sold, or will be issued, without registration under the Securities Act
of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act, as a transaction by an issuer not involving any public offering. Each Investor represented that it was an “accredited
investor” (as defined in Rule 501(a) of Regulation D) and that it was acquiring the securities for its own account and not with
a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. This Current Report on Form
8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any
sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Polar Power, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2026). |
| 3.2 |
|
Certificate of Correction to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Polar Power, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2026). |
| 10.1† |
|
Form
of Securities Purchase Agreement, by and between Polar Power, Inc. and the purchaser party thereto (filed herewith). |
| 10.2† |
|
Form
of Common Stock Purchase Warrant (filed herewith). |
| 10.3† |
|
Form
of Registration Rights Agreement, by and between Polar Power, Inc. and the purchaser party thereto (filed herewith). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
†
The Company entered into a separate Securities Purchase Agreement, Common Stock Purchase Warrant and Registration Rights Agreement with
each of CL Investment Group LLC and LU2 Holdings LLC. The agreements are substantially identical in form; in accordance with Instruction
2 to Item 601 of Regulation S-K, the Company has filed a single form of each such agreement, and the material details in which the executed
agreements differ are set forth in Item 1.01 above. The Company will furnish supplementally a copy of any omitted agreement or schedule
to the SEC upon request.
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:
August 11, 2026 |
|
| |
|
|
| POLAR
POWER, INC. |
|
| |
|
|
| By: |
/s/
Arthur D. Sams |
|
| Name: |
Arthur
D. Sams |
|
| Title: |
President
and Chief Executive Officer |
|
