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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): May 18, 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.
(i)
Securities Purchase Agreements and Convertible Notes
On
May 21, 2026, Polar Power, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “CFI SPA”)
with CFI Capital LLC (“CFI”). Pursuant to the CFI SPA, on May 21, 2026 (the “Issue Date”), the Company issued
to CFI a 6% convertible redeemable note in the aggregate principal amount of $600,000 (the “CFI Note”). The purchase price
of the CFI Note was $546,000, and the Company received net proceeds of $500,000, after deducting $10,000 to cover CFI’s legal fees
and a $36,000 payment to Craft Capital Management, LLC (“Craft”) as a broker/placement agent fee. The CFI Note has an interest
rate of 6% per annum, and the maturity date is 12 months from the Issue Date.
On
or following six months from the Issue Date, CFI 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
80% of the lowest daily VWAP of the Company’s Common Stock for the last 10 trading days prior to conversion; provided, that if
the Company is delisted from NASDAQ, then the conversion discount shall increase to 65% of the lowest trading price and the lookback
shall be for the last 20 trading days. The Company granted to CFI piggy-back registration rights for the shares of Common Stock issuable
upon conversion of the CFI Note. The Company has instructed its transfer agent to reserve 1,206,434 shares of Common Stock for the conversion.
The
CFI SPA and CFI Note also contain other customary terms and conditions.
On
May 21, 2026, the Company entered into a Securities Purchase Agreement (the “Monroe SPA”) with Monroe Street Capital Partners,
LP (“Monroe”). Pursuant to the Monroe SPA, on May 21, 2026 (the “Issue Date”), the Company issued to Monroe a
6% convertible redeemable note in the aggregate principal amount of $370,600 (the “Monroe Note”). The purchase price of the
Monroe Note was $340,000, and the Company received net proceeds of $307,100, after deducting $12,500 to cover Monroe’s
legal fees and a $20,400 payment to Craft. The Monroe Note has an interest rate of 6% per annum, and the maturity date is 12 months from
the Issue Date.
On
or following six months from the Issue Date, Monroe has the right to convert the outstanding and unpaid principal amount and interest
into the Company’s shares of Common Stock. The conversion price equals to 80% of the lowest daily VWAP of the Company’s Common
Stock for the last 10 trading days prior to conversion; provided, that if the Company is delisted from NASDAQ, then the conversion discount
shall increase to 65% of the lowest trading price and the lookback shall be for the last 20 trading days. The Company granted to Monroe
piggy-back registration rights for the shares of Common Stock issuable upon conversion of the Monroe Note. The Company has instructed
its transfer agent to reserve 1,000,000 shares of Common Stock for the conversion.
The
Monroe SPA and Monroe Note also contain other customary terms and conditions.
On
May 21, 2026, the Company, CFI and Monroe entered into a Side Letter Relating to Note Issuance (the “Side Letter”), pursuant
to which the Company shall, within 60 calendar days after May 21, 2026, obtain a shareholder approval to effectuate the transactions
contemplated by the CFI SPA, CFI Note, Monroe SPA and Monroe Note, including but not limited to the issuance of Common Stock upon the
conversion of these agreements and notes in excess of 19.99% of the issued and outstanding Common Stock on the closing date (the “Exchange
Cap”). Until the Company has obtained the shareholder approval, the number of shares of Common Stock that the Company issues to
CFI and Monroe, in the aggregate, pursuant to the CFI SPA and Monroe SPA or upon conversion of the CFI Note and Monroe Note, shall not
exceed the Exchange Cap.
(ii)
Restructuring, Implementation and Management Services Agreement
On
May 21, 2026, the Company also signed a Restructuring, Implementation and Management Services Agreement (the “Services Agreement”)
with Mammoth Crest Capital, LLC. (“MCC”), effective as of May 19, 2026. Pursuant to the Services Agreement, MCC shall lead,
manage, drive and implement the operational, organizational, governance, financial and capital-structure initiatives described in the
Scope of Work attached to the Services Agreement. No later than 30 days following May 19, 2026, the effective date of the Services Agreement,
the Company shall cause its board of directors (the “Board”) to consist of seven directors, and appoint Barrett Evans and
Michael Hill as directors who are designated by MCC. Arthur D. Sams will remain as the chairman of the Board and Michael Fields will
remain on the Board. MCC shall, in consultation with the Company’s Chief Executive Officer, propose candidates to fill the remaining
Board seats.
In
consideration, the Company shall pay to MCC $500,000 in two installments: (a) $100,000 on the Effective Date as a non-refundable retainer;
and (b) $400,000 (the “Balance”) upon MCC’s delivery of the Deliverables and Milestones as defined by the Services
Agreement. MCC agrees to defer collection of the Balance until the Company has consummated debt or equity financing(s) yielding aggregate
gross proceeds to the Company of at $5,000,000. Commencing on the first day of the calendar month immediately after MCC’s delivery
of the Deliverables and Milestones, the Company shall pay to MCC a monthly cash retainer of $25,000.
On
the Effective Date, the Company shall issue to MCC (or its designee) a number of shares of the Company’s Common Stock (the “Shares”)
such that, after giving effect to the issuance of the Shares, the Shares represent 4.5% of the issued and outstanding shares of common
stock of the Company on the Effective Date. The Company shall include the Shares for resale registration in the next registration statement
filed by the Company (other than a registration statement on Form S-4 or S-8 or in respect of a primary offering by the Company that
excludes selling stockholders).
The
Services Agreement has a 12-month term beginning from the effective date, unless terminated earlier (the “Initial Term”).
Upon expiration of the Initial Term, the term shall be renewed and extended automatically for additional, consecutive periods of three
months each.
The
Services Agreement also contains other customary terms and conditions.
The Company has not registered under the Securities Act of 1933 (the
“Act”) the issuance of the CFI Note, the Monroe Note, the shares of Common Stock underlying the notes, or the Shares being
issued under the Services Agreement. The issuances were made under exemptions from registration provided by Section 4(a)(2) of the Act.
The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with the issuances.
These
descriptions of the CFI SPA, CFI Note, Monroe SPA, Monroe Note, Side Letter and Services Agreement do not purport to be complete and
are qualified in their entirety by reference to these agreements and notes, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5
and 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.
(iii) Settlement Agreement
As previously disclosed, on May 11,
2026, the Company entered into a Settlement Agreement with the landlords for each of its headquarters facility and its warehouse facility
that became effective as of May 7, 2026, and on May 19, 2026, the landlord for the Company’s headquarters facility evicted the
Company from that facility. On May 22, 2026, the Company entered into a new Settlement Agreement (the “New Settlement Agreement”)
with the landlords for each of its headquarters facility and its warehouse facility. Pursuant to this agreement, the Company paid the landlords a combined total of $755,000 and regained access to its headquarters facility on May 22, 2026. This New Settlement Agreement also provides that
if the Company pays the sum of $55,000 on May 1, 2027 and June 1, 2027, and $92,388 per month from July 1, 2026 through April 1, 2027
for the headquarters facility, the landlord shall not seek to evict the Company from the headquarters facility through June 30, 2027.
Regarding the warehouse facility, the Company continued its agreement to vacate the facility by August 31, 2026 and leave the premises in the condition
required by the relevant lease agreement; in exchange, the landlord agreed to waive rents for the months of June, July, and August 2026.
Each landlord reserved the right to charge for any waived rents or continue with eviction action should the Company fail to meet the
requirements listed in the New Settlement Agreement. The Company also may have to pay liquidated damages if it fails to vacate the properties
in the event either or both landlords decide to exercise their rights for eviction.
Item
1.02 Termination of a Material Definitive Agreement.
As
previously disclosed, on May 13, 2026, the Company entered into a Revolving Loan Agreement (the “Loan Agreement”) with Stone
Brothers Capital (the “Lender”). On May 18, 2026, the Company sent a written termination notice to the Lender to terminate
the Loan Agreement. The termination is effective after five business days. The Lender has not made any loans to the Company as of May
18, 2026.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
May 21, 2026, the Company entered into the CFI SPA, CFI Note, Monroe SPA and Monroe 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed, on May 14, 2026, Keith Albrecht and Katherine Koster, two of the Company’s independent directors, resigned
as members of the Board of the Company, effective May 19, 2026. On May 18, 2026, Keith Albrecht rescinded his resignation as a director,
and the Board approved the rescinding of Keith Albrecht’s resignation, effective immediately.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Securities Purchase Agreement dated May 21, 2026 by and between Polar Power, Inc. and CFI Capital LLC |
| 10.2 |
|
Promissory Note issued by Polar Power, Inc. to CFI Capital LLC, dated May 21, 2026 |
| 10.3 |
|
Securities Purchase Agreement dated May 21, 2026 by and between Polar Power, Inc. and Monroe Street Capital Partners, LP |
| 10.4 |
|
Promissory Note issued by Polar Power, Inc. to Monroe Street Capital Partners, LP, dated May 21, 2026 |
| 10.5 |
|
Side Letter Relating to Note Issuance by and among Polar Power, Inc., CFI Capital LLC and Monroe Street Capital Partners, LP, dated May 21, 2026 |
| 10.6 |
|
Restructuring, Implementation and Management Services Agreement effective as of May 19, 2026 by and between Polar Power, Inc. and Mammoth Crest Capital, LLC. |
| 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:
May 22, 2026
| |
POLAR
POWER, INC. |
| |
|
|
| |
By: |
/s/
Arthur D. Sams |
| |
|
Arthur
D. Sams President, Chief Executive Officer and Secretary |
