STOCK TITAN

Polar Power (POLA) adds 2 directors as going-concern doubt looms

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Polar Power, Inc. (POLA) disclosed that its Board of Directors filled two vacancies by electing Jim Ahern and Menachem “Menny” Shalom as independent directors. Both will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees, adding experience in corporate leadership, governance, manufacturing, and defense markets.

The company noted that a June 30, 2026 convertible promissory note issued to Mayers Ventures LLC includes a right for Mayers to designate one Polar director, and Mayers designated Mr. Shalom. Polar also furnished a press release as Exhibit 99.1 describing the appointments and reiterating forward-looking statements and risk factors, including substantial doubt about its ability to continue as a going concern, liquidity constraints, and Nasdaq listing risk.

Positive

  • None.

Negative

  • Going-concern and liquidity risks reiterated: The company states there is “substantial doubt” about its ability to continue as a going concern, citing limited cash and liquidity and delisting risk from Nasdaq, along with operational and financing uncertainties.

Insights

Analyzing...

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board appointment date August 17, 2026 Date the Board elected Jim Ahern and Menachem Shalom as directors
Convertible promissory note date June 30, 2026 Date Polar issued a convertible promissory note to Mayers Ventures LLC with a board designee right
Press release date August 18, 2026 Date of press release announcing the two new board members
Form 10-K period end December 31, 2025 Year-end referenced for risk factors in the company’s Form 10-K
Form 10-Q period end March 31, 2026 Quarter-end referenced for risk factors in the company’s Form 10-Q
convertible promissory note financial
"On June 30, 2026, Polar issued a convertible promissory note to Mayers Ventures LLC"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On August 18, 2026, we issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
going concern financial
"including substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
forward-looking statements regulatory
"This press release contains forward-looking statements regarding operating trajectory"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Nominating and Corporate Governance Committee regulatory
"serving on the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

FAQ

What board changes did Polar Power (POLA) announce on August 17, 2026?

Polar Power’s Board elected Jim Ahern and Menachem “Menny” Shalom to fill two vacancies as independent directors. Both will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees, adding corporate leadership and defense-sector experience.

What is Menachem Shalom’s connection to Mayers Ventures and the Polar Power (POLA) board seat?

On June 30, 2026, Polar Power issued a convertible promissory note to Mayers Ventures LLC that included a right to designate one director. Mayers used this right to designate Menachem “Menny” Shalom for election to Polar Power’s Board.

Which board committees will the new Polar Power (POLA) directors serve on?

Both Jim Ahern and Menachem “Menny” Shalom will serve on Polar Power’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, indicating roles in financial oversight, executive pay, and governance matters.

What key risks does Polar Power (POLA) highlight in connection with this announcement?

Polar Power cites substantial doubt about its ability to continue as a going concern, along with limited cash and liquidity, Nasdaq delisting risk, operational and supply-chain risks, and potential lender or landlord remedies, referencing its Form 10-K and Form 10-Q risk factors.

Is the Polar Power (POLA) press release about the new directors considered filed with the SEC?

No. The August 18, 2026 press release is furnished as Exhibit 99.1 under Regulation FD. It is expressly stated not to be filed for purposes of Section 18 of the Exchange Act or incorporated by reference, except where specifically referenced.

What experience does Jim Ahern bring to Polar Power’s (POLA) board?

Jim Ahern is a faculty member at Arizona State University’s W. P. Carey School of Business, teaching management and entrepreneurship. He brings over 40 years of global corporate leadership and executive consulting experience, particularly relevant to governance and strategic growth.

What is Menachem Shalom’s professional background relevant to Polar Power (POLA)?

Menachem “Menny” Shalom is CEO of T3 Defense Inc. and holds multiple leadership roles across defense, technology, and finance companies, including SPACs. He has experience in defense applications, advanced technologies, manufacturing, and business development, and holds law, accounting, banking, and finance degrees.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0001622345 0001622345 2026-08-17 2026-08-17 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): August 17, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 17, 2026, the Board of Directors (the “Board”) of Polar Power, Inc. (“we”, “us”, “our” or “Polar”) voted to fill two vacancies on the Board by electing Jim Ahern and Menachem “Menny” Shalom to the Board. Mr. Ahern and Mr. Shalom will be independent directors serving on the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

 

Jim Ahern is a professor and faculty member at the W. P. Carey School of Business within Arizona State University (ASU). He teaches in the Department of Management and Entrepreneurship, leveraging over 40 years of global corporate leadership and executive consulting experience. Previously, Mr. Ahern served in management for companies in the technology and telecommunications industries. Mr. Ahern holds a bachelor of arts from Northeast Missouri State University and a master’s degree from Webster University.

 

Menachem Shalom has been the Chief Executive Officer and member of the Board of Directors of T3 Defense Inc. (Nasdaq: DFNS) since September 2024. Mr. Shalom has also served as the Chief Executive Officer, President and Chairman of the Board of Directors of Star 26 Capital, Inc. since January 2024, as well as the Chairman of B. Rimon Agencies Ltd., a wholly owned operating subsidiary of Star 26 and operator of an Israeli defense business. Mr. Shalom has served as a director and the Chief Executive Officer of Motomova Inc (OTC Markets: MTMV) since December 1, 2022 and its Secretary since May 24, 2023. Mr. Shalom has been the Co-Chief Executive Officer, and a member of the board of directors of MEA Testing Systems Ltd. since January 2022. Since 2017, Mr. Shalom has also served as Chief Executive Officer, Chief Financial Officer and sole director of Hold Me Ltd. (OTC: HMELF), a digital platform for mobile wallet and payments founded by Mr. Shalom. He is the Chief Executive Officer and director of two SPACs, SC II Acquisition Corp (Nasdaq: SCII) and Kochav Defense Acquisition Corp (Nasdaq: KCHV). Previously, Mr. Shalom founded and served as CEO of Wayerz Solutions, Ltd., a digital platform for correspondent banking and wires’ routing optimization, between 2014 and 2017 and as Vice President of Business Development, Sales and Marketing at Dsnr Media Group Ltd., an international cross-platform digital advertising company. Mr. Shalom also founded and served as CEO of Mipso Ltd., a software-as-a-service provider in the fashion and retail industry, between 2010 and 2013; ooga studio Ltd., an industrial design incubator, between 2007 and 2010; and Medifreeze Ltd., a startup in the area of stem cell cryopreservation, between 2004 and 2009. Mr. Shalom received his MBA at the Hebrew University of Jerusalem in 2003 after receiving an LLM in corporate law at Columbia University School of Law in 2000.

 

On June 30, 2026, Polar issued a convertible promissory note to Mayers Ventures LLC (“Mayers”) that included a right of Mayers to designate one person for appointment or election to serve on Polar’s Board, and Mayers designated Mr. Shalom to be so elected.

 

Item 7.01 Regulation FD Disclosure.

 

On August 18, 2026, we issued a press release announcing the appointment of the two new members of the Board. 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 Polar 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated August 18, 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: August 24, 2026

 

  POLAR POWER, INC.
     
  By: /s/ Arthur D. Sams
   

Arthur D. Sams

President, Chief Executive Officer and Secretary

 

 

 

Exhibit 99.1

 

Polar Power Announces Two New Board Appointments

 

New Directors Bring Extensive Corporate Leadership, Defense, Technology and Sales / Distribution Experience

 

GARDENA, Calif. — August 18, 2026 — Polar Power, Inc. (NASDAQ: POLA), a global provider of power and energy solutions for defense, telecommunications, data center and other critical infrastructure applications, today announced the appointment of Jim Ahearn and Menachem “Menny” Shalom to its Board of Directors.

 

The appointments are part of Polar Power’s ongoing initiative to strengthen its Board with additional experience in corporate governance, manufacturing, defense markets and strategic growth.

 

Jim Ahern is an instructor and executive educator at the W. P. Carey School of Business within Arizona State University (ASU). He teaches in the Department of Management and Entrepreneurship, leveraging over 40 years of global corporate leadership and executive consulting experience

 

Menachem “Menny” Shalom is Chief Executive Officer of T3 Defense and brings experience in defense applications, advanced technologies, manufacturing and business development within the defense sector. He holds a Bachelor’s degree in Law and Accounting alongside a Master’s degree in Banking and Finance.

 

Arthur Sams, Chairman and CEO of Polar Power, stated:

 

“Jim and Menny bring highly complementary experience to Polar Power at an important point in the Company’s evolution. As we expand through continued customer diversification by increasing our military sales, broaden our product offering and continue executing our restructuring strategy, their experience and relationships should provide meaningful additional perspective to our Board.”

 

The Company believes the strengthened Board will support Polar Power’s strategy of pursuing new defense opportunities, expanding its domestic and international presence, improving operating efficiencies and evaluating strategic opportunities intended to enhance long-term shareholder value.

 

About Polar Power, Inc.

 

Polar Power, Inc. (NASDAQ: POLA) designs, manufactures and sells power and energy systems for applications including telecommunications, defense, data centers and other critical infrastructure markets.

 

This press release contains forward-looking statements regarding operating trajectory, order fulfillment, delivery timing, deployment, market opportunity, liquidity, financing plans, ability to continue as a going concern, Nasdaq compliance, and strategic priorities. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially, including substantial doubt about the Company’s ability to continue as a going concern, limited cash and liquidity, delisting risk, customer and supplier concentration, order fulfillment and production risks, supply-chain and shipping delays, customer acceptance risks, potential lender or landlord remedies, and other risk factors described in the Company’s Form 10-K for the year ended December 31, 2025 and Form 10-Q for the quarter ended March 31, 2026. Forward-looking statements apply only as of the date hereof; the Company undertakes no obligation to update them except as required by law.

 

Media and Investor Relations

 

Polar Power, Inc.

249 E. Gardena Blvd.

Gardena, CA 90248

Tel: 310-830-9153

ir@polarpowerinc.com

www.polarpower.com

 

 

Filing Exhibits & Attachments

4 documents