Polar Power exchanges $614,700 CEO debt for shares
The preferred shares accrue monthly dividends at 10% per annum, while conversion is priced at 90% of the lowest VWAP over seven consecutive trading days, subject to a floor.
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Rhea-AI Filing Summary
On September 25, 2026, Polar Power, Inc. (POLA) entered an exchange agreement with Arthur D. Sams, its Chief Executive Officer, Secretary, director and Chairman. Sams surrendered $614,700 in aggregate principal amount and accrued interest on promissory notes previously issued to him for 683 Series A Convertible Preferred shares and a warrant to purchase 382,276 common shares.
The preferred stock accrues dividends monthly at 10% per annum and converts at a market price equal to 90% of the lowest VWAP over the seven consecutive trading days immediately before the applicable conversion date, subject to a floor price. The warrant is exercisable for three years from issuance at an initial exercise price of $1.34 per share.
Polar Power stated that the conversion eliminates $614,700 of debt from its balance sheet and increases shareholders’ equity. The company said it expects the transaction to support its efforts to regain and maintain compliance with applicable Nasdaq continued listing requirements; its Audit Committee, consisting entirely of independent board members, approved the transaction.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
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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) | |
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| 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:
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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).
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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 of a Material Definitive Agreement.
On September 25, 2026, Polar Power, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Arthur Sams (the “Holder”), the Company’s Chief Executive Officer, Secretary, director and Chairman of the board of directors of the Company. Pursuant to the Exchange Agreement, the Holder surrendered $614,700 in aggregate principal amount and accrued interest of the promissory notes that the Company previously issued to the Holder for an aggregate of 683 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”) and a warrant (the “Warrant”) to purchase 382,276 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).
As previously disclosed, the Company 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. Pursuant to the certificate of designation of preferences, rights and limitations of Series A Convertible Preferred Stock (the “COD”), the Preferred Stock 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 at the market conversion price. The market conversion price will be 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.
The Warrant is exercisable for three years from the date of issuance of the Warrant, and the initial exercise price is $1.34.
The foregoing summary of the Exchange Agreement, Preferred Stock and the Warrant issued to the Holder does not purport to be complete and is qualified in its entirety by the full text of the Exchange Agreement, the COD, the Certificate of Correction of the COD and the Warrant, which are filed or incorporated by reference, respectively as Exhibits 10.1, 3.1, 3.2 and 10.2 to this Current Report, which are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosures contained in Item 1.01 of this Current Report are incorporated by reference in this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On September 24, 2026, the Company issued a press release announcing the entry of the Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 and 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. (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on July 16, 2026) | |
| 3.2 | Certificate of Correction of the Certificate of Designations, Rights and Limitations of Series A Convertible Preferred Stock of Polar Power, Inc. (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on July 27, 2026) | |
| 10.1 | Exchange Agreement dated September 23, 2026 by and between Polar Power, Inc. and Arthur Sams | |
| 10.2 | Common Stock Purchase Warrants issued to Arthur Sams | |
| 99.1 | Press Release dated September 24, 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: September 28, 2026
| POLAR POWER, INC. | ||
| By: | /s/ Arthur D. Sams | |
Arthur D. Sams President, Chief Executive Officer and Secretary | ||
Exhibit 99.1
Polar Power CEO Arthur Sams Converts $614,700 of Debt Into Preferred Equity, Strengthening Balance Sheet
GARDENA, Calif., Sept. 24, 2026. Polar Power, Inc. (NASDAQ: POLA) today announced that Arthur D. Sams, the Company’s Founder, President and Chief Executive Officer, has agreed to convert $614,700 of debt owed to him by the Company into 683 Series A Convertible Preferred shares of Polar Power.
The conversion eliminates $614,700 of debt from the Company’s balance sheet, increases shareholders’ equity, and represents an important step toward addressing the Company’s shareholders’ equity compliance issue.
“Converting this debt into equity reflects my confidence in Polar Power’s future and my commitment to the Company’s long-term success,” said Arthur Sams, Founder, President and Chief Executive Officer. “I believe the opportunities ahead of us across telecommunications, data center power, defense and distributed energy markets position Polar Power for meaningful growth.”
In addition to the preferred shares, Polar is also issuing to Mr. Sams a warrant to purchase 382,276 shares of the Company’s common stock at $1.34 per share.
The Company believes the debt-to-equity conversion strengthens its capital structure and supports its efforts to regain and maintain compliance with applicable Nasdaq continued listing requirements. This debt-to-equity conversion was approved by Polar’s Audit Committee, consisting entirely of independent board members.
About Polar Power, Inc.
Polar Power, Inc. (NASDAQ: POLA) designs, manufactures and sells direct-current power generators, renewable energy systems and other power solutions for applications including telecommunications, drone defense, robotics, EV charging, micro-grids military and commercial markets. The Company is headquartered in Gardena, California.
For more information, please visit www.polarpower.com. or follow Polar Power on www.linkedin.com/company/polar-power-inc/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable federal securities laws. These statements include, among others, statements regarding the Company’s expectation for future growth opportunities and its efforts to regain and maintain compliance with Nasdaq’s continued listing requirements. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include those described in Polar Power’s filings with the U.S. Securities and Exchange Commission. Polar Power undertakes no obligation to update any forward-looking statement except as required by law.
Media and Investor Relations
Polar Power, Inc.
249 E. Gardena Blvd.
Gardena, CA 90248
Tel: 310-830-9153
Email: ir@polarpowerinc.com
www.polarpower.com