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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): July 27, 2026
Polar
Power, Inc.
(Exact
Name of Registrant as Specified in Charter)
001-37960
(Commission
File Number)
| Delaware |
|
33-0479020 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(I.R.S.
Employer
Identification
Number) |
249
East Gardena Boulevard
Gardena,
CA 90248
(Address
of principal executive offices, with 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:
| ☐ |
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 27, 2026, Polar Power, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase
Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”), with Roth Principal
Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions set forth
in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to Roth Principal Investments up to $25,000,000
of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to
certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement.
Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the
Company is under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement.
Upon
the initial satisfaction of each of the conditions to Roth Principal Investments’ purchase obligation set forth in the Purchase
Agreement (the initial satisfaction of such conditions, the “Commencement”, and the date on which the Commencement occurs,
the “Commencement Date”), including that a registration statement registering under the Securities Act of 1933, as amended
(the “Securities Act”), the resale by Roth Principal Investments of shares of Common Stock issued to it by the Company under
the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant
to the Registration Rights Agreement (the “Registration Statement”), is declared effective by the SEC, the Company will have
the right, but not the obligation, from time to time in its sole discretion for a period of up to 36 months beginning on the Commencement
Date, to direct Roth Principal Investments to purchase up to a specified maximum amount of shares of Common Stock, in one or more Market
Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases (each, as defined below, and together, “Purchases”),
by timely delivering written notice to Roth Principal Investments for each such Purchase in accordance with the Purchase Agreement on
any trading day selected by the Company as the purchase date therefor (the “Purchase Date”), so long as (i) the closing sale
price of Common Stock on the trading day immediately prior to such Purchase Date is not less than a specified threshold price as set
forth in the Purchase Agreement (the “Threshold Price”) and (ii) all shares of Common Stock subject to all prior Purchases
effected by the Company under the Purchase Agreement, including all prior Purchases effected on the same Purchase Date, have been received
by Roth Principal Investments at such time and in the manner set forth in the Purchase Agreement.
The
purchase price of the shares of Common Stock that the Company elects to sell to Roth Principal Investments in a Purchase pursuant to
a timely delivered written notice in accordance with the Purchase Agreement after 7:30 a.m., New York City time and prior to 9:00 a.m.
New York City time on the Purchase Date (a “Market Open Purchase”) will be determined by reference to the volume weighted
average price of the Common Stock (“VWAP”) during the period (the “Market Open Purchase Valuation Period”) beginning
at the official open (or “commencement”) of the regular trading session on The Nasdaq Capital Market on the applicable Purchase
Date and ending at the earliest to occur of (i) such time of official close of the regular trading session, (ii) such time during such
regular trading hour period, the trading volume threshold calculated in accordance with the Purchase Agreement is reached, and (iii)
if the Company further specifies in the applicable purchase notice for such Market Open Purchase that a “limit order discontinue
election” shall apply to such Market Open Purchase, such time the trading price of the Common Stock on The Nasdaq Capital Market
during such Market Open Purchase Valuation Period falls below the applicable minimum price threshold determined in accordance with the
Purchase Agreement, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period.
In
addition to the Market Open Purchases described above, after the Commencement, the Company will also have the right, but not the obligation
(subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments
to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase,
whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of shares of Common Stock, not
to exceed certain limitations set forth in the Purchase Agreement that are similar to those applicable to Market Open Purchases (each,
an “Intraday Purchase”), by timely delivering an irrevocable written notice of such Intraday Purchase to Roth Principal Investments
after 10:00 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the
Intraday Purchase Valuation Period (defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date, if
applicable, have ended), and prior to 2:00 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”).
The
per share purchase price for the shares of Common Stock that the Company elects to sell to Roth Principal Investments in an Intraday
Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including
the same fixed 3.0% discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described
above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different purchase valuation
periods during the regular trading session on The Nasdaq Capital Market on such Purchase Date than the Market Open Purchase Valuation
Period applicable to a Market Open Purchase effected on such Purchase Date (if any), each of which will commence and end at different
times on such Purchase Date and will not overlap with any other purchase valuation period on such Purchase Date (each, an “Intraday
Purchase Valuation Period”).
In
addition to the Market Open Purchases and Intraday Purchases described above, after the Commencement, the Company will also have the
right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement),
to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect
to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number
of shares of Common Stock, not to exceed certain limitations set forth in the Purchase Agreement (each, a “Pre-Market Purchase”),
by timely delivering an irrevocable written notice of such Pre-Market Purchase to Roth Principal Investments after 7:00 a.m., New York
City time, and prior to 8:30 a.m., New York City time, on such Purchase Date (each, a “Pre-Market Purchase Notice”).
The
per share purchase price for the shares of Common Stock that the Company elects to sell to Roth Principal Investments in a Pre-Market
Purchase pursuant to the Purchase Agreement, if any, will be determined by reference to the VWAP of the Common Stock over a purchase
valuation period to be calculated in accordance with the Purchase Agreement, which period will not overlap with the valuation period
for any other Purchase effected on the same Purchase Date, less a fixed 6.0% discount to such VWAP (such period, a “Pre-Market
Purchase Valuation Period”).
In
addition to the Market Open Purchases, Intraday Purchases and Pre-Market Purchases described above, after the Commencement, the Company
will also have the right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase
Agreement), to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date on which the Company
may elect to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified
number of shares of Common Stock, not to exceed certain limitations set forth in the Purchase Agreement (each, a “Post-Market Purchase”),
by timely delivering an irrevocable written notice of such Post-Market Purchase to Roth Principal Investments after 4:05 p.m., New York
City time, and prior to 5:00 p.m., New York City time, on such Purchase Date (each, a “Post-Market Purchase Notice”).
The
per share purchase price for the shares of Common Stock that the Company elects to sell to Roth Principal Investments in a Post-Market
Purchase pursuant to the Purchase Agreement, if any, will be determined by reference to the VWAP over a purchase valuation period to
be calculated in accordance with the Purchase Agreement, which period will not overlap with the valuation period for any other Purchase
effected on the same Purchase Date, less a fixed 6.0% discount to such VWAP (such period, a “Post-Market Purchase Valuation Period,”
and together with the Market Open Purchase Valuation Period, Intraday Purchase Valuation Period and Pre-Market Purchase Valuation Period,
the “Valuation Period”).
There
is no upper limit on the price per share that Roth Principal Investments could be obligated to pay for Common Stock the Company may elect
to sell to it in any Purchase under the Purchase Agreement. The purchase price per share of Common Stock that the Company may elect to
sell to Roth Principal Investments in a Purchase under the Purchase Agreement will be equitably adjusted for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the applicable Valuation Period for
such Purchase.
The
Company will control the timing and amount of any sales of Common Stock to Roth Principal Investments that it may elect, in its sole
discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase Agreement. Actual sales
of shares of Common Stock to Roth Principal Investments under the Purchase Agreement will depend on a variety of factors to be determined
by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock and determinations
by the Company as to the appropriate sources of funding for the Company and its operations.
Under
the applicable Nasdaq rules, in no event may the Company issue to Roth Principal Investments under the Purchase Agreement more than
769,952 shares of Common Stock, which number of shares is equal to 19.99% of the shares of Common Stock issued and outstanding immediately
prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval
to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per
share paid by Roth Principal Investments for all of the shares of Common Stock that the Company directs Roth Principal Investments to
purchase from the Company pursuant to the Purchase Agreement, if any, equals or exceeds $[2.0994] (representing the sum of (i)
$[0.6494] and (ii) the lower of (a) the official closing price of the Common Stock on Nasdaq immediately preceding the execution
of the Purchase Agreement and (b) the average official closing price of the Common Stock on Nasdaq for the five consecutive trading days
immediately preceding the execution of the Purchase Agreement, as adjusted in accordance with applicable Nasdaq rules), so that the Exchange
Cap limitation will not apply to issuances and sales of Common Stock pursuant to the Purchase Agreement.
In
addition, the Company may not issue or sell any shares of Common Stock to Roth Principal Investments under the Purchase Agreement which,
when aggregated with all other shares of Common Stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder),
would result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding shares of Common Stock.
The
net proceeds from sales of Common Stock by the Company to Roth Principal Investments under the Purchase Agreement, if any, will depend
on the frequency and prices at which the Company sells shares of Common Stock to Roth Principal Investments under the Purchase Agreement.
To the extent the Company elects to sell shares of Common Stock to Roth Principal Investments under the Purchase Agreement from and after
the Commencement Date, the Company currently plans to use any net proceeds therefrom for working capital and general corporate purposes,
including its DC power systems and power generation business.
There
are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase
Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable
Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions
include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the
trading price of the Common Stock after the date of issuance, or the Company effecting or entering into an agreement to effect an “equity
line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer, issue or
sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price. The foregoing
restriction is subject to certain limited exceptions set forth in the Purchase Agreement, including continued sales under the Company’s
existing at-the-market offering program, subject to the limitations set forth therein.
In
addition, the Company has agreed, subject to limited exceptions (including continued sales under the ATM facility described above), that
from the date of the Purchase Agreement through the effective date of the Registration Statement, it will not, without the prior written
consent of Roth Principal Investments, offer, sell or otherwise dispose of any shares of Common Stock or any securities convertible into
or exchangeable for Common Stock. Roth Principal Investments may, in its sole discretion, release all or any portion of the securities
subject to this restriction at any time.
Roth
Principal Investments has agreed that during the term of the Purchase Agreement, none of Roth Principal Investments, any of its officers,
or any entity managed or controlled by Roth Principal Investments, will enter into or effect, directly or indirectly, either for Roth
Principal Investments’ own principal account or for the principal account of any such entity managed or controlled by Roth Principal
Investments, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or any hedging
transaction, which establishes a net short position with respect to the Common Stock.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification
obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for the purposes
of such agreements, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the
contracting parties.
The
Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month following the 36-month anniversary
of the Commencement Date, (ii) the date on which Roth Principal Investments shall have purchased from the Company under the Purchase
Agreement shares of Common Stock for an aggregate gross purchase price of $25,000,000, (iii) the date on which the Common Stock shall
have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market”
in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or involuntary
bankruptcy proceeding involving the Company has been commenced that is not discharged or dismissed prior to such 30th trading day, and
(v) the date on which a bankruptcy custodian is appointed for all or substantially all of the Company’s property or the Company
makes a general assignment for the benefit of its creditors.
As
consideration for Roth Principal Investments’ commitment to purchase shares of Common Stock at the Company’s direction upon
the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to pay to Roth Principal Investments
a cash commitment fee of $500,000 (the “Commitment Fee”), which is equal to 2.0% of Roth Principal Investments’ $25,000,000
total aggregate dollar amount purchase commitment under the Purchase Agreement. The $500,000 Commitment Fee will be paid over time by
Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate purchase price payable by Roth Principal Investments
to the Company in connection with each Purchase of shares of Common Stock effected under the Purchase Agreement, until such time as Roth
Principal Investments shall have received from such cash withholdings a total aggregate amount in cash equal to $500,000, representing
the entire Commitment Fee payable to Roth Principal Investments pursuant to the Purchase Agreement.
In
addition, the Company agreed to reimburse Roth Principal Investments for the reasonable legal fees and disbursements of Roth Principal
Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights
Agreement in an amount equal to $100,000, payable upon execution of the Purchase Agreement and Registration Rights Agreement. The Company
also agreed to reimburse Roth Principal Investments up to $7,500 per fiscal quarter for the reasonable legal fees and disbursements of
Roth Principal Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related
matters as contemplated by the Purchase Agreement.
The
Company has the right to terminate the Purchase Agreement at any time after Commencement upon 5 trading days’ prior written notice
to Roth Principal Investments. The Company will not incur any termination penalty, except that if the Company terminates the Purchase
Agreement within 90 days following the effective date of the Registration Statement, the Company will be obligated to pay Roth Principal
Investments, in cash within 3 business days of such termination, the amount, if any, by which $500,000 exceeds the aggregate amount of
the Commitment Fee previously withheld by Roth Principal Investments from the purchase prices paid for shares of Common Stock. The Company’s
right to terminate is also subject to its having paid all Commitment Fee amounts and legal fee reimbursements then required to be paid
to Roth Principal Investments. The Company and Roth Principal Investments may also agree to terminate the Purchase Agreement by mutual
written consent, provided that no termination of the Purchase Agreement will be effective during the pendency of any Purchase that has
not then fully settled in accordance with the Purchase Agreement. Neither the Company nor Roth Principal Investments may assign or transfer
any of their respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of
the Purchase Agreement or the Registration Rights Agreement may be modified or waived by the Company or Roth Principal Investments from
and after the date that is one trading day immediately preceding the date on which the initial Registration Statement is first filed
with the SEC.
The
Company has engaged Digital Offering, LLC, a registered broker-dealer and FINRA member (the “Qualified Independent Underwriter”),
to be the qualified independent underwriter in connection with the offering to be registered under the Registration Statement and, in
such capacity, participate in the preparation of the Registration Statement and exercise the usual standards of “due diligence”
with respect thereto, in order for such offering to be in full compliance with the applicable rules and regulations of the Financial
Industry Regulatory Authority, Inc. (“FINRA”), including FINRA Rule 5121. The Company has agreed to reimburse Roth Principal
Investments for the fees and expenses of the Qualified Independent Underwriter up to $50,000, as consideration for its services in connection
with acting as the qualified independent underwriter in the offering to be registered under the Registration Statement. The Qualified
Independent Underwriter will receive no other compensation for acting as the qualified independent underwriter in connection with such
offering.
The
foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to
the full text of such agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated
herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The shares of Common Stock that may
be issued pursuant to the Purchase Agreement will be issued without registration under the Securities Act, in reliance on the exemptions
provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) promulgated under
the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. 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
7.01 Regulation FD Disclosure.
On
July 27, 2026, the Company issued a press release announcing the execution of the Purchase Agreement and the Registration Rights
Agreement. 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 the Company 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.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” relating to the Company’s business, including statements
related to the satisfaction of the conditions to Roth Principal Investments’ purchase obligations and the intended use of any proceeds
to the Company from the sale of shares of Common Stock pursuant to the Purchase Agreement, that are often identified using “believes”,
“expects”, or similar expressions. Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties
that may cause actual results to be materially different from those anticipated, believed, estimated, expected, etc. Accordingly, forward-looking
statements are not guarantees of future results. Actual results could differ from those projected due to numerous factors and uncertainties.
Although the Company believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements
are reasonable, the Company can give no assurance that such statements will prove to be correct, and that the Company’s actual
results of operations, financial condition and performance will not differ materially from the results of operations, financial
condition and performance reflected or implied by these forward-looking statements. Undue reliance should not be placed on the forward-looking
statements and investors should refer to the risk factors outlined in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025 and the Company’s subsequent filings with the SEC. These forward-looking
statements are made as of the date hereof, and the Company assumes no obligation to update these statements or the reasons why actual
results could differ from those projected, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 10.1* |
|
Common
Stock Purchase Agreement, dated as of July 27, 2026, by and between Polar Power, Inc. and Roth Principal Investments, LLC |
| 10.2* |
|
Registration
Rights Agreement, dated as of July 27, 2026, by and between Polar Power, Inc. and Roth Principal Investments, LLC |
| 99.1 |
|
Press
Release, dated July 27, 2026 |
| 104 |
|
The
cover page of this Current Report on Form 8-K formatted in Inline XBRL |
| * |
Certain schedules, exhibits
and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish
copies of such omitted materials supplementally upon request by the SEC. |
SIGNATURE
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.
| |
POLAR POWER, INC. |
| |
|
|
| Date:
July 27, 2026 |
By: |
/s/ Arthur D. Sams |
| |
|
Arthur D. Sams |
| |
|
President and Chief Executive Officer |
Exhibit
99.1
Polar
Power Secures Up to $25 Million Committed Equity Facility to Support Growth
Facility
Expected to Provide Access to Additional Working Capital and to Support
Continued Growth of the Company’s DC Power Systems Business, Including Data-Center Power and Cooling and Drone-Charging Systems
GARDENA,
Calif., July 27, 2026 – Polar
Power, Inc. (NASDAQ: POLA) (“Polar Power” or the “Company”), a global provider of DC power systems for telecommunications,
military, EV charging, micro/nano grids, and other applications, today announced that it has entered into a Committed Equity Facility
(“CEF”) with Roth Principal Investments, LLC (“RPI”), an affiliate of CR Financial Holdings, Inc., the holding
company for Roth Capital Partners.
The
CEF allows, but does not obligate, Polar Power to issue and sell up to $25 million of its shares of common stock to RPI, at the
Company’s discretion and subject to certain conditions set forth in the CEF agreement, following the filing and effectiveness of
a registration statement registering the resale of such shares. Polar Power intends to use any net proceeds for working capital and general
corporate purposes, including continued development and growth of its DC power systems business. The Company may access capital opportunistically
over time and is under no obligation to utilize the full amount available under the facility. The Company may not be able to sell the
full $25 million of shares available under the facility due to limitations, including the number of shares registered for resale and
applicable Nasdaq rules. Sales of common stock under the facility, if any, are expected to be made at prices based on the prevailing
market price of the common stock at the time of sale, and such sales, together with the resale of shares by RPI, may be dilutive to the
Company’s existing stockholders.
“We
are pleased to have entered into this Committed Equity Facility, which is intended to provide additional financial and working
capital flexibility to support the continued growth of our DC power systems business. Building on our proven DC power technology, we
have expanded into new markets—including charging systems for drones, micro/nano grids, EV charging, robotics, and power and cooling
solutions for data centers—and this facility is intended to provide added flexibility to pursue these markets,” stated Arthur
D. Sams, President and Chief Executive Officer of Polar Power.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. The Company intends to file a registration statement with the SEC to register the resale
of the shares issuable under the CEF. These securities may not be sold until that registration statement is filed and becomes effective.
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the “safe harbor” created by
those sections. All statements in this release that are not based on historical fact are “forward-looking statements.” These
statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,”
“strategy,” “goal,” or “planned,” “seeks,” “may,” “might”, “will,”
“expects,” “intends,” “believes,” “would,” “should,” and similar expressions,
or the negative versions thereof, and which also may be identified by their context. All statements that address availability of capital,
Polar Power’s potential use of the CEF, including the use of proceeds, and anticipated demand for Polar Power’s DC power
systems that are not otherwise historical facts, are forward-looking statements.
Forward-looking
statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual results
and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety
of factors. These factors include, but are not limited to, anticipated use of the CEF, the ability to use the CEF, Polar Power’s ability
to sell its DC power systems and other risks, including the risks discussed in Polar Power’s Securities and Exchange Commission
filings. Polar Power undertakes no obligation to update publicly any forward-looking statement for any reason, except as required by
law, even as new information becomes available or other events occur in the future.
About
Polar Power, Inc.
Polar
Power, Inc. (NASDAQ: POLA) designs, manufactures and sells direct current, or DC, power systems for telecommunications, military, automotive,
industrial and other applications. Polar Power’s systems provide reliable, low-cost prime and backup power for applications requiring
high reliability and low maintenance. The Company has also expanded its product portfolio to include power and cooling systems for data
centers, as well as charging systems for drones. For additional information, please visit www.polarpower.com.
Polar
Power and the Polar Power logo are trademarks of Polar Power, Inc. in the U.S. and/or other countries.
Company
Contact:
Arthur
D. Sams, President and CEO
Polar Power, Inc.
P: (310) 830-9153
E: ir@polarpower.com
Investor
Relations Contact
Polar
Power, Inc.
Investor
Relations
P:
(310) 830-9153
E:
ir@polarpower.com
