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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): October 6, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 6, 2026, the Board of Directors (the “Board”) of Polar Power, Inc. (the “Company”) approved,
by unanimous written consent, a new leadership structure for the Company (the “Leadership Structure”), under which
Chris Mayer was appointed to serve as Co-Chief Executive Officer of the Company, effective October 6, 2026, and Arthur D. Sams, the Company’s
current President and Chief Executive Officer, will continue to serve as Co-Chief Executive Officer and President of the Company.
Under
the Leadership Structure, Mr. Mayer is responsible for the Company’s corporate strategy and growth, consolidated financial performance,
budgeting and profitability, fundraising, investor relations and capital markets, capital allocation and strategic investments, and Board
communication. Mr. Sams is responsible for the Company’s operations, including product and technology leadership, engineering,
product development, manufacturing operations, supply chain and quality, customer relationships, new product commercialization and day-to-day
operating performance. Product and technology strategy, and sales and customer relations, will be developed collaboratively by the Co-Chief
Executive Officers. Where the Co-Chief Executive Officers jointly manage a matter, or where there is a dispute as to responsibility for
a matter, the Board will determine the management of that matter.
Mr.
Mayer, age 30, has been the President and Chief Executive Officer of CM Capital Management, LLC since August 2023, the Chief Executive
Officer of CM Fabrication, LLC since June 2024 and the Chief Executive Officer of Windows Distillery, LLC since October 2021. He was
the SVP in sales and manufacturing of HydroFarm Holdings Group Inc. from November 2021 to May 2024. Mr. Mayer is also a director of various
private business entities, including but not limited to CM Capital Management, LLC, CM Fabrication, LLC and Windows Distillery, LLC.
Mr.
Mayer is the managing member of CL Investment Group LLC (“CL Investment”), and has the voting and dispositive authority
over the Company’s securities owned by CL Investment. Each of Mr. Mayer and Lewis Wilks, a director of the Company, owns 50% of
CL Investment.
As
previously disclosed, on July 29, 2026, the Company entered into a security purchase agreement with CL Investment, that included a right
of CL Investment to designate one person for appointment or election to serve on the Board, and CL Investment designated Lewis Wilks
to be so elected. On August 5, 2026, the Company issued and sold 833 shares of Series A Convertible Preferred Stock, par value $0.0001
per share, along with warrants to purchase 227,182 shares of common stock, par value $0.0001 per share (the “Common Stock”),
to CL Investment. On August 28, 2026, the Company issued and sold a convertible promissory note, in an aggregate principal amount of
$82,500, to CL Investment for aggregate consideration of $75,000. The beneficial ownership limitation of 9.99% applies to all conversions
of the securities owned by CL Investment. The aggregate number of shares of Common Stock that would be issued to CL Investment as well
as permitted to vote or be converted by CL Investment would not exceed 19.99% of the Company’s outstanding shares of Common Stock
unless and until the Company has obtained the stockholder approval.
There
are no arrangements or understandings between Mr. Mayer and any other person pursuant to which he was appointed as an officer of the
Company. There are no family relationships between Mr. Mayer and any director or executive officer of the Company.
The
Company has not entered into any compensatory arrangement with Mr. Mayer in connection with his appointment. Mr. Sams’ compensation
will not change in connection with the Leadership Structure.
Item
7.01 Regulation FD Disclosure.
On
October 12, 2026, the Company issued a press release announcing the Leadership Structure. The press release is attached hereto and furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not
be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section,
nor shall it be incorporated by reference in any filing made by Polar pursuant to the Securities Act, or the Exchange Act, regardless
of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated October 12, 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:
October 13, 2026
| |
POLAR
POWER, INC. |
| |
|
|
| |
By: |
/s/
Arthur D. Sams |
| |
|
Arthur
D. Sams |
| |
|
Co-Chief
Executive Officer, President and Secretary |
Exhibit 99.1

POLAR
POWER ANNOUNCES MANAGEMENT RESTRUCTURING WITH NEW CEO ALIGNMENT
GARDENA,
Calif., Oct. 12, 2026 (GLOBE NEWSWIRE) — Polar Power, Inc. (NASDAQ: POLA) (the “Company” or “Polar Power”),
a global provider of prime, backup and solar hybrid power solutions, today announced a new management structure for office of the CEO.
The Company will now operate with the public company and market facing responsibilities being assigned to Chris Mayer as Co-CEO. Arthur
Sams will remain with the Company as Co-CEO with responsibility for sales, engineering and manufacturing within Polar Power.
Chris
Mayer joins the Company with significant experience in manufacturing, public markets, finance and go-to market strategies. His responsibilities
are to lead the corporate strategy, financial performance, commercial growth and capital markets activity including investor relations.
He also has responsibility for strategic investments and subsequent funding.
As
Polar Power is facing numerous opportunities for growth, with specific emphasis on telecom, data center and growth initiatives in the
defense industry, Polar Power needed a structure that allows for increased scalability and intense focus on product performance and quality.
It also allows management to focus on financial discipline and performance.
Chris
Mayer, Co-CEO of Polar Power, commented:
“I
am excited about the opportunities for growth and profitability with Polar Power. We have a base of existing customers that are continuing
to grow, while now facing opportunities which represent massive growth and scale for the future of the Company. It is an exciting time
to join Polar Power, and I look forward to working with Arthur to scale the Company for the future”.
About
Polar Power, Inc.
Polar
Power, Inc. (NASDAQ: POLA) designs, manufactures and sells direct-current power systems and related technologies for telecommunications,
data centers, defense, EV charging, microgrids and other distributed power markets. The Company is headquartered in Gardena, California.
Forward-Looking
Statements
This
press release contains forward-looking statements regarding, among other matters, the Company’s business opportunities, growth
prospects, strategic alternatives and efforts to maximize shareholder value. These statements are based on current expectations and assumptions
and are subject to risks and uncertainties that could cause actual results to differ materially, including risks described in the Company’s
filings with the Securities and Exchange Commission. Polar Power undertakes no obligation to update forward-looking statements except
as required by law.
Media
and Investor Relations
Polar
Power, Inc.
249
E. Gardena Blvd.
Gardena,
CA 90248
Tel:
310-830-9153
Email:
ir@polarpowerinc.com
www.polarpower.com