false
0001622345
0001622345
2026-06-30
2026-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 30, 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 of a Material Definitive Agreement.
On
June 30, 2026, Polar Power, Inc. (the “Company”) issued to Mayers Ventures LLC, a limited liability company organized
and existing under the laws of Nevada (“Mayers”), a convertible promissory note in the aggregate principal amount
of $275,000 (the “Note”). The consideration price of the Note was $250,000. The Note has an interest rate of 10% per
annum, and the maturity date is December 30, 2027.
Mayers
has the right to convert the outstanding and unpaid principal amount and interest into the Company’s shares of common stock, $0.0001
par value per share (the “Common Stock”). The conversion price equals 90% of the lowest daily VWAP of the Company’s
Common Stock in the 7 trading days ending on the date of the delivery of the applicable conversion notice, subject to a floor price while
the Common Stock is listed on the trading market. The Company agreed to include all shares of Common Stock issuable upon the conversion
of the Note within the definition of “Registrable Securities” in a registration rights agreement that the Company and the
purchasers of a financing intend to enter into. Pursuant to the Note, Mayers also has the right to designate one individual for appointment
of election to the board of directors of the Company.
The
Note also contain other customary terms and conditions.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
June 30, 2026, the Company issued the Note, as described in Item 1.01 above and incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosures contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Promissory Note issued by Polar Power, Inc. to Mayers Ventures LLC, dated June 30, 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:
July 7, 2026
| |
POLAR
POWER, INC. |
| |
|
|
| |
By: |
/s/
Arthur D. Sams |
| |
|
Arthur
D. Sams President, Chief Executive Officer and Secretary |
