Polar Power creates Series A convertible preferred

Q: What corporate action did Polar Power (POLA) take regarding its capital structure?

Polar Power created a new Series A Convertible Preferred Stock by filing a certificate of designation in Delaware on July 10, 2026, with 25,000 shares reserved for future issuance under this series.

Q: What are the key terms of POLA’s Series A Convertible Preferred Stock?

The Series A preferred has $0.0001 par value, $1,000 stated value per share, a 10% annual dividend accruing monthly, and is convertible into common stock at a price tied to 90% of the lowest VWAP over a seven-day window.

Q: How is the market conversion price determined for POLA’s preferred shares?

The market conversion price equals 90% of the lowest VWAP over seven consecutive trading days, using the lowest result from three specified measurement dates tied to sale closing, registration effectiveness, and shareholder approval events.

Q: Has Polar Power (POLA) issued any Series A Convertible Preferred Stock yet?

No. Polar Power states it has not yet issued or sold any shares of its Series A Convertible Preferred Stock; only the terms have been established and documented through the certificate of designation.

Q: What dividend does POLA’s Series A Convertible Preferred Stock pay?

The Series A preferred carries a 10% per annum dividend, which accrues monthly. This means dividend value accumulates each month based on the stated value of $1,000 per share until paid or otherwise addressed under its terms.

Polar Power, Inc. established a new Series A Convertible Preferred Stock by filing a certificate of designation with the Delaware Secretary of State on July 10, 2026.

Filing Impact

(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Polar Power, Inc. established a new Series A Convertible Preferred Stock by filing a certificate of designation with the Delaware Secretary of State on July 10, 2026. The series has a par value of $0.0001, a stated value of $1,000 per share, and 25,000 shares reserved for issuance.

The preferred stock carries a 10% annual dividend accruing monthly and is convertible into common stock at a market conversion price equal to 90% of the lowest VWAP over seven consecutive trading days, based on specified measurement dates. Polar Power states it has not yet issued or sold any of these preferred shares.

Filing Explained

If the reserved preferred shares are later issued and converted, the resulting common shares would reduce existing holders’ percentage ownership absent offsetting changes; the filing says none have yet been issued or sold, so no current common-share dilution is disclosed.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series A preferred shares reserved: 25,000 shares Preferred stated value: $1,000 per share Preferred par value: $0.0001 per share +5 more

8 metrics

Series A preferred shares reserved 25,000 shares Shares of Series A Convertible Preferred Stock reserved for issuance

Preferred stated value $1,000 per share Stated value of each share of Series A Convertible Preferred Stock

Preferred par value $0.0001 per share Par value of the Company’s preferred and common stock

Dividend rate 10% per annum Annual dividend rate on the Series A Convertible Preferred Stock, accruing monthly

Conversion price factor 90% of lowest VWAP Market conversion price equals 90% of the lowest VWAP over seven consecutive trading days

VWAP measurement window seven consecutive trading days Period used to determine the lowest VWAP for conversion pricing

Common stock issuance threshold 20% of outstanding Common Stock Threshold tied to shareholder approval for issuing additional common shares

Certificate filing date July 10, 2026 Date the certificate of designation was filed with the Delaware Secretary of State

Key Terms

Series A Convertible Preferred Stock, stated value, VWAP, registration statement, +1 more

5 terms

Series A Convertible Preferred Stock financial

"designated as “Series A Convertible Preferred Stock,” having a stated value"

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.

stated value financial

"having a stated value of $1,000 per share with 25,000 shares reserved"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

VWAP financial

"market conversion price will be equal to 90% of the lowest VWAP over the seven"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

registration statement regulatory

"effectiveness of a registration statement for resale of the Preferred Conversion Shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

shareholder approval regulatory

"date on which the Company receives shareholder approval for issuing shares"

Shareholder approval is a formal vote by a company’s owners—its shareholders—to accept or reject major corporate actions such as mergers, sale of significant assets, board member elections, or changes to the company’s governing rules. It matters to investors because it gives them direct influence over decisions that affect the company’s value and risk profile; think of it like neighbors voting on a large renovation that will change property values, where approval lets the project proceed and rejection stops it.

FAQ

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

What corporate action did Polar Power (POLA) take regarding its capital structure?

Polar Power created a new Series A Convertible Preferred Stock by filing a certificate of designation in Delaware on July 10, 2026, with 25,000 shares reserved for future issuance under this series.

What are the key terms of POLA’s Series A Convertible Preferred Stock?

The Series A preferred has $0.0001 par value, $1,000 stated value per share, a 10% annual dividend accruing monthly, and is convertible into common stock at a price tied to 90% of the lowest VWAP over a seven-day window.

How is the market conversion price determined for POLA’s preferred shares?

The market conversion price equals 90% of the lowest VWAP over seven consecutive trading days, using the lowest result from three specified measurement dates tied to sale closing, registration effectiveness, and shareholder approval events.

Has Polar Power (POLA) issued any Series A Convertible Preferred Stock yet?

No. Polar Power states it has not yet issued or sold any shares of its Series A Convertible Preferred Stock; only the terms have been established and documented through the certificate of designation.

What dividend does POLA’s Series A Convertible Preferred Stock pay?

The Series A preferred carries a 10% per annum dividend, which accrues monthly. This means dividend value accumulates each month based on the stated value of $1,000 per share until paid or otherwise addressed under its terms.

How does shareholder approval affect POLA’s preferred stock conversion terms?

One conversion measurement date is when Polar Power receives shareholder approval to issue common stock exceeding 20% of outstanding shares; this date can set the VWAP used to calculate the market conversion price for the preferred shares.

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

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Accepted by SEC EDGAR 07/16/2026 - 05:28 PM EDT

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 10, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Polar Power, Inc. (the “Company”) has established a series of the Company’s preferred stock, par value $0.0001 per share, which is designated as “Series A Convertible Preferred Stock,” having a stated value of $1,000 per share with 25,000 shares reserved for issuance (the “Convertible Preferred”). Pursuant to the certificate of designation of preferences, rights and limitations of Series A Convertible Preferred Stock (the “COD”), the Convertible Preferred will bear a dividend, which will accrue monthly at a rate of 10% per annum, and will be convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the market conversion price (such shares the “Preferred Conversion Shares”). The market conversion price will be equal to 90% of the lowest VWAP over the seven consecutive trading days immediately preceding the measurement date, using the lowest result from the following three measurement dates: (a) the closing date of sale of the Convertible Preferred, (b) the date of effectiveness of a registration statement for resale of the Preferred Conversion Shares and (c) the date on which the Company receives shareholder approval for issuing shares of Common Stock in excess of 20% of its outstanding Common Stock. The Company has not yet issued or sold any Convertible Preferred.

On July 10, 2026, the Company filed the COD with the Secretary of State of the State of Delaware, setting forth the terms of the Preferred Shares. That summary of the COD does not purport to be complete and is qualified in its entirety by the full text of the COD which is filed as Exhibit 3.1 to this Current Report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designations, Rights and Limitations of Series A Convertible Preferred Stock of Polar Power, Inc.
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 16, 2026

	POLAR POWER, INC.

	By:	/s/ Arthur D. Sams
		Arthur D. Sams
		President, Chief Executive Officer and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents