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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 21, 2026
POLAR
POWER, INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-37960 |
|
|
(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
1.01 Entry into of a Material Definitive Agreement.
As
previously disclosed, on June 30, 2026, Polar Power, Inc. (the “Company”)
issued to Mayers Ventures LLC, a limited liability company organized and existing under the laws of Nevada (“Mayers”),
a convertible promissory note in the aggregate principal amount of $275,000 (the “Note”).
On
July 21, 2026, the Company entered into a series of agreements with LU2 Holdings LLC (the “Investor”)
and/or Mayers as follows:
Securities
Purchase Agreement - Convertible Preferred Stock
The Company and the Investor
entered into a Securities Purchase Agreement for series A convertible preferred stock (the “Preferred SPA”).
In
connection with the Preferred SPA, 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 (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 applicable conversion date, but not less than the floor price.
Pursuant
to the Preferred SPA, the Company (1) will issue and sell to the Investor, and the Investor will purchase from the Company, up to $500,000
in stated value of Series A Convertible Preferred Stock (the “Preferred Shares”) at a purchase price of $450,000
(or 90% of that stated value); and (2) will issue to the Investor warrants to purchase shares of Common Stock,
as described below.
Pursuant
to the Preferred SPA, the Company agreed to issue common stock purchase warrants (the “Warrants”) to the Investor,
entitling them to purchase, at an exercise price initially equal to the closing price of the Common Stock on the trading day immediately
prior to the closing (but subject to adjustment as set forth in the Warrants), a number of shares of Common Stock equal to 50% of the
stated value of the Preferred Shares, divided by the exercise price of the Warrants. The Company also agreed to issue Warrants to Mayers
to purchase a number of shares of Common Stock equal to the principal amount of the Note divided by the exercise price of the Warrants,
with the exercise price equal to $1.64 (the closing price of the Common Stock on the trading day immediately prior to the closing
of the sale of the Note).
On
July 21, 2026, the Company issued 500 Preferred Shares and Warrants to purchase 150,915 shares of Common Stock (the
“Warrant Shares”) to the Investor. The Company also issued Warrants to purchase 83,841 Warrant Shares to Mayers.
The
foregoing summary of the Preferred SPA, the COD, the Warrants issued to the Investor and the Warrants issued to Mayers does not purport
to be complete and is qualified in its entirety by the full text of the Preferred SPA, the COD, the Warrants issued to the
Investor, and the Warrant issued to Mayers, which are filed, respectively as Exhibits 10.1, 3.1, 10.2 and 10.3 to this Current Report,
which are incorporated by reference herein.
Registration
Rights Agreement
The
Company and the Investor entered into a Registration Rights Agreement (the “RRA”),
pursuant to which the Company agreed to file one or more registration statement(s) to register the Note Shares, the Preferred Conversion
Shares and the Warrant Shares, and use its reasonable best efforts to have the registration statement(s) declared effective by the Securities
and Exchange Commission as soon as practicable, but in no event later than the effectiveness deadline in the RRA.
The
foregoing summary of the RRA does not purport to be complete and is qualified in its entirety by the full text of the RRA which is filed
as Exhibit 10.4 to this Current Report, which is incorporated herein by reference.
Amendments
The
Company and Mayers entered into a Consent, Acknowledgment and First Amendment to Convertible Promissory Note (the “Amendment
to Mayers Note”), pursuant to which the definition of Prohibited Transaction now excludes the establishment, entry
into, maintenance of, or sales pursuant to an equity line of credit (ELOC), at-the-market offering program (ATM), or any similar
equity distribution or equity purchase facility, including any related purchase agreement, sales agreement, registration statement,
prospectus supplement, or other documentation. As the consideration: (a) Mayers’ right to designate and appoint a member of
the Company’s board of directors shall continue for so long as any principal amount of the Note remains outstanding and shall
automatically terminate upon repayment of the Note in full, consistent with Section 4.9 of the Note; and (b) Mayers shall have the
right to require that the Company apply no less than 10% of the proceeds received under the ELOC to repayment of this Note, if
Mayers so chooses.
The
Company and LU2 entered into a Consent, Waiver and First Amendment (the “Amendment to Preferred SPA”), pursuant to
which the definition of Exempt Issuance is expanded to include certain permitted facilities and certain permitted facilities are excluded
from variable rate transaction prohibitions, among other matters.
The
foregoing summary of the Amendment to Mayers Note and the Amendment to Preferred SPA does not purport to be complete
and is qualified in its entirety by the full text of the Amendment to Mayers Note and the Amendment to Preferred SPA
which are filed as Exhibits 10.5 and 10.6 to this Current Report, which are incorporated herein by reference.
Business
Consultant Agreement
On
July 21, 2026, the Company and the Investor also entered into a Business Consultant Agreement (the “Consultant Agreement”),
pursuant to which the Investor agreed to provide certain strategic advisory services to the Company, expressly excluding any capital-raising,
securities brokerage, or placement-agent activities. As consideration, the Company agreed to pay the Investor a cash fee of $100,000
and to issue to the Investor restricted shares of Common Stock having an aggregate value of $50,000 (with the number of shares determined
by reference to the volume-weighted average price of the Common Stock over the five consecutive trading days immediately preceding the
date of grant), subject to approval by the Company’s board of directors and grant under a stockholder-approved equity incentive
plan of the Company. The foregoing summary of the Consultant Agreement does not purport to be complete and is qualified in its entirety
by the full text of the Consultant Agreement, which is filed as Exhibit 10.7 to this Current Report, which is incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive
Agreement.
As previously disclosed, on October 6, 2025, the
Company entered into an ATM sales agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”),
pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares of the Company’s Common Stock,
up to a maximum amount as set forth in the Sales Agreement, subject to the terms and conditions of the Sales Agreement.
On July 23, 2026, the Company delivered a written
notice terminating the Sales Agreement to the Sales Agent. The termination of the Sales Agreement was effective July 23, 2026,
as acknowledged by the Sales Agent. No termination fee or penalty is payable by the Company in connection with such termination.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosures contained in Item 1.01 of this Current Report are incorporated by reference in this Item 2.03.
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed, 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. The COD contains a drafting error in the definition of “Market Conversion Price” in section
1. As filed, that definition anchors the applicable seven consecutive Trading Day VWAP measurement period to “the lowest of the
share price as of” three specified dates, which does not reflect the agreement of the parties.
On
July 24, 2026, pursuant to Section 103(f) of the Delaware General Corporation Law, the Company filed a Certificate of Correction with
the Secretary of State of the State of Delaware to correct the definition of “Market Conversion Price” in section 1 to provide
that the Market Conversion Price is equal to 90% of the lowest VWAP for the seven consecutive Trading Days immediately preceding the
applicable Conversion Notice Date, but not less than the Floor Price. The Certificate of Correction was effective as of the original
filing date of the Certificate of Designation.
That
summary of the Certificate of Correction does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Correction 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 Correction of the Certificate of Designations, Rights and Limitations of Series A Convertible Preferred Stock of Polar Power,
Inc. |
| 10.1 |
|
Securities
Purchase Agreement for Series A Convertible Preferred Stock dated July 21, 2026, by and among Polar Power, Inc. and LU2 Holdings
LLC. |
| 10.2 |
|
Common Stock Purchase Warrants issued to LU2 Holdings LLC. |
| 10.3 |
|
Common
Stock Purchase Warrant issued to Mayers Ventures LLC. |
| 10.4 |
|
Registration
Rights Agreement, dated July 21, 2026, by and among Polar Power, Inc. and LU2 Holdings LLC. |
| 10.5 |
|
Consent, Acknowledgment and First Amendment to Convertible Promissory Note, dated July 21, 2026, by and among Polar Power, Inc. and Mayers Ventures LLC. |
| 10.6 |
|
Consent, Waiver and First Amendment, dated July 21, 2026, by and among Polar Power, Inc. and LU2 Holdings LLC. |
| 10.7 |
|
Business Consultant Agreement, dated July 21, 2026, by and among Polar Power, Inc. and LU2 Holdings LLC. |
| 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 27, 2026
| |
POLAR
POWER, INC. |
| |
|
|
| |
By: |
/s/
Arthur D. Sams |
| |
|
Arthur
D. Sams
President,
Chief Executive Officer and Secretary |
