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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): October 23, 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on May 1, 2026, Polar Power, Inc. (the “Company” or “we”) received a deficiency letter
from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that Company was not in compliance
with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of US$2,500,000 in stockholders’ equity
for continued listing on the Nasdaq Capital Market (the “Rule”).
On
June 29, 2026, Nasdaq notified the Company of its determination to grant an extension of time to regain compliance with the Rule. The
terms of the extension required that on or before October 28, 2026, the Company must file a public report demonstrating compliance with
the Rule, including disclosure of the transaction or event that led to compliance.
Convertible
Note Financings with CFI and Monroe
On
May 21, 2026, we issued (i) a 6% convertible redeemable note to CFI Capital LLC (“CFI”) in the aggregate principal amount
of $600,000, for which we received net proceeds of approximately $500,000, and (ii) a 6% convertible redeemable note to Monroe Street
Capital Partners, LP (“Monroe”) in the aggregate principal amount of $370,600, for which we received net proceeds of approximately
$307,100. On October 21, 2026, Monroe converted part of the convertible redeemable note to 196,985 shares of our common stock, par value
$0.0001 per share (“common stock”). On October 22, 2026, Monroe converted part of the convertible redeemable note to 198,173
shares of common stock. As a result of these transactions, our stockholders’ equity increased by $164,100.
Series
A Convertible Preferred Stock Financing with LU2
On
July 21, 2026, we issued and sold to LU2 Holdings LLC (“LU2”), in a private placement, 500 shares of our Series A Convertible
Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), having an aggregate stated value of $500,000, together
with warrants to purchase an aggregate of 226,673 and 83,841 shares of common stock at an exercise price of $1.64 per share, to LU2 and
Mayers Ventures LLC, respectively. The Series A Preferred has a stated value of $1,000 per share, accrues a 10% payment-in-kind dividend,
is perpetual, ranks senior to our common stock, and is convertible into common stock at a price equal to 90% of the lowest VWAP over
the seven consecutive trading days immediately preceding the applicable conversion date, but not less than the floor price. On October
12, 2026, we issued and sold to LU2, in a private placement, 417 shares of our Series A Preferred, having an aggregate stated value of
$417,000, together with warrants to purchase 188,636 shares of common stock at an exercise price of $1.10 per share. On October 19, 2026,
we issued and sold to LU2, in a private placement, 278 shares of our Series A Preferred, having an aggregate stated value of $278,000,
together with warrants to purchase 165,476 shares of common stock at an exercise price of $0.84 per share.
As
a result of the issuance of the Series A Preferred, our stockholders’ equity increased by $1,175,200.
ELOC
Financing with Roth
On
July 27, 2026, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights
Agreement (the “Registration Rights Agreement”) with Roth Principal Investments (“Roth”). Under the Purchase
Agreement, we have the right, but not the obligation, to sell to Roth Principal Investments up to $25,000,000 in aggregate gross purchase
price of common stock. As of the date of this report, we have issued 776,148 shares of common stock to Roth for aggregate net proceeds
to the Company of $989,181 after deducting fees and other amounts retained by Roth. As a result of these transactions, our stockholders’
equity increased by $989,181.
Series
A Convertible Preferred Stock and Warrants Financing with CL Investment and LU2
On
August 5, 2026, we issued and sold 838 shares and 278 shares of Series A Preferred, along with warrants to purchase 227,182 and 75,758
shares of common stock, to CL Investment and LU2, respectively. On October 20, 2026, LU2 converted its 278 shares of Series A Preferred
to 432,478 shares of common stock. As a result of these transactions, our stockholders’ equity increased by $200,200.
Convertible
Note Financing with CL Investment and LU2
On
August 28, 2026, we issued and sold two convertible promissory notes, in an aggregate principal amount of $165,000, to CL Investment
and LU2 for aggregate consideration of $150,000. Each note will bear interest of 1% per month and matures on November 26, 2026, at which
point, if not repaid in cash in full, it will convert in full into shares of our common stock at a price equal to the lower of (1) 80%
of the volume weighted average price of a share of the common stock on Nasdaq over the five trading day period ending on the maturity
date and (2) $1.00 per share. On September 14, 2026, the Company made a combined payment in the amount of $29,946.40 as repayment towards
the two convertible notes. On October 14, 2026, the aggregate amount outstanding under both convertible promissory notes was $135,053,
and on that date each of LU2 and CL Investment converted its convertible promissory note to 77 shares of Series A Preferred. As a result
of these transactions, our stockholders’ equity increased by $137,312.
Converting
Promissory Notes to Series A Preferred by Arthur Sams
On
September 23, 2026, Arthur D. Sams, the Company’s Founder, President and Chief Executive Officer, converted $614,700 in aggregate
principal amount and accrued interest of the promissory notes issued by us to Arthur into 683 shares of Series A Convertible Preferred
and a warrant to purchase 382,276 shares of common stock at an exercise price of $1.34 per share. As a result of these transactions,
our stockholders’ equity increased by $614,700.
On October 22, 2026,
the aggregate amount outstanding under the promissory notes issued by us to Arthur was $172,185.97, and on that date, Arthur converted
$161,276 to 202 shares of Series A Preferred and a warrant to purchase 100,798 shares of common stock at an exercise price
of $0.61 per share and designated an unrelated third party to receive these securities to pay off the debt owed by Arthur to this third
party. As a result of these transactions, our stockholders’ equity increased by $161,276.
Based
on the above-mentioned transactions, the Company believes its preliminary pro forma stockholders’ equity as of the date of this
report, is approximately $2.9 million, which exceeds the minimum equity requirement under Nasdaq Listing Rule 5550(b)(1). As of
the date of this report, the Company believes it has regained compliance with the stockholders’ equity requirement based upon the
specific transactions referenced above.
In
accordance with its normal operating procedure, Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’
equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.
The
unaudited financial information provided herein is based on preliminary results and information as of the date hereof and is subject
to revision in connection with the Company’s financial closing procedures. Actual results for the period presented may differ
materially from these preliminary unaudited financial results and finalization of the Company’s financial statements for
the quarter ended September 30, 2026. In addition, these preliminary results have not been audited by the Company’s
independent registered public accounting firm.
Forward
Looking statements
This
Current Report on Form 8-K contains forward-looking statements. To the extent applicable, the Company intends these statements to be
covered by the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include expectations
regarding final financial reporting and accounting treatment; the timing and outcome of Nasdaq’s review; the Company’s ability
to regain and maintain compliance with Nasdaq’s continued listing requirements; and future stockholders’ equity, financial
condition and capital needs. Words such as “believes,” “expects,” “estimates,” “anticipates,”
“intends” and “may” and similar expressions may identify such statements.
These
statements are based on current expectations and assumptions and involve risks and uncertainties that may cause actual outcomes to differ
materially. Those risks include adjustments identified during closing, review and audit procedures; changes to the classification, valuation
or accounting treatment of the preferred stock, warrants or related contractual provisions; differences between estimated and actual
offering costs; additional operating losses and other charges; Nasdaq’s exercise of discretion in evaluating
both current equity and the ability to sustain compliance; additional conditions or information required by Nasdaq; the Company’s ability to satisfy other listing standards and comply with
its financing and registration rights obligations; and the availability of additional capital if needed. Additional risks are described
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent reports and other filings
with the Securities and Exchange Commission.
Forward-looking
statements are not guarantees of future performance or of a favorable Nasdaq determination and speak only as of the date made. Except
as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement as a result
of new information, future events or otherwise.
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:
October 23, 2026
| |
POLAR
POWER, INC. |
| |
|
|
| |
By: |
/s/
Chris Mayer |
| |
|
Chris Mayer, Co-Chief Executive Officer |
