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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 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 |