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Polar Power appoints Chris Mayer as co-CEO

The executive split places capital markets and corporate strategy with Mayer, while Sams continues to lead operating functions.

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

Polar Power, Inc. appointed Chris Mayer as Co-Chief Executive Officer effective October 6, 2026, while Arthur D. Sams continues as Co-Chief Executive Officer and President. Mayer is responsible for corporate strategy, financial performance, budgeting, profitability, fundraising, investor relations, capital markets and strategic investments. Sams leads operations, including product and technology, engineering, manufacturing, supply chain, quality, customer relationships and commercialization. The Co-CEOs will develop product and technology strategy and sales and customer relations together; the Board will determine management of jointly managed matters or disputed responsibilities.

Mayer is managing member of CL Investment Group LLC and has voting and dispositive authority over its Polar Power securities; Mayer and director Lewis Wilks each own 50% of CL Investment. Polar Power states it entered no appointment-related compensation arrangement with Mayer, and Sams' compensation will not change.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Series A Convertible Preferred Stock issued 833 shares Issued and sold to CL Investment on August 5, 2026.
Warrants to purchase common shares 227,182 shares Warrants issued to CL Investment on August 5, 2026.
Convertible note aggregate principal $82,500 Convertible promissory note issued to CL Investment on August 28, 2026.
Aggregate consideration for convertible note $75,000 Consideration for the convertible promissory note issued to CL Investment.
Beneficial ownership limitation 9.99% Applies to all conversions of securities owned by CL Investment.
Aggregate common share limit 19.99% Applies to shares issued to CL Investment and shares it is permitted to vote or convert, unless and until stockholder approval is obtained.
Ownership of CL Investment 50% each Chris Mayer and director Lewis Wilks each own 50% of CL Investment.
beneficial ownership limitation financial
"beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
dispositive authority financial
"voting and dispositive authority over the Company’s securities owned by CL Investment"
Series A Convertible Preferred Stock financial
"833 shares of Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
convertible promissory note financial
"issued and sold a convertible promissory note"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

FAQ

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

What securities did POLA issue to CL Investment?

On August 5, 2026, Polar Power issued and sold 833 shares of Series A Convertible Preferred Stock and warrants to purchase 227,182 common shares to CL Investment. On August 28, 2026, it issued CL Investment a convertible promissory note with $82,500 aggregate principal for $75,000 aggregate consideration.

What ownership limits apply to CL Investment's POLA securities?

Conversions of all securities owned by CL Investment are subject to a 9.99% beneficial ownership limitation. The aggregate number of common shares issued to CL Investment, as well as shares it is permitted to vote or convert, would not exceed 19.99% of Polar Power's outstanding common stock unless and until stockholder approval is obtained.

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

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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

 

 

Filing Exhibits & Attachments

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