Polar Power adds $2.5M credit line at 12% rate

Polar Power, Inc. entered into a Revolving Loan Agreement with Stone Brothers Capital, creating a revolving credit facility of up to $2,500,000.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Polar Power, Inc. entered into a Revolving Loan Agreement with Stone Brothers Capital, creating a revolving credit facility of up to $2,500,000. The lender may, at its sole discretion, advance loans that bear interest at an annual rate of 12% and mature on the first anniversary of the closing date.

The company plans to use loan proceeds for general corporate purposes, including expenses related to a Qualified Public Equity Offering for proceeds up to $6,000,000. As a closing condition, two current directors must resign and three lender‑designated individuals will be appointed to the board. Two independent directors have submitted resignations effective May 19, 2026.

Positive

None.

Negative

High-cost, short-term debt: New revolving credit facility of up to $2,500,000 carries a 12% annual interest rate and a one-year maturity, adding meaningful interest expense and refinancing risk.
Lender-driven board reshaping: Loan closing requires two directors to resign and three lender-designated directors to be appointed, shifting board control dynamics and potentially reducing existing shareholder influence.
Equity financing linkage: Proceeds may finance expenses of a Qualified Public Equity Offering for proceeds up to $6,000,000, indicating potential future equity issuance and related dilution once such an offering occurs.

Insights

Polar Power adds costly short-term debt with lender-driven board changes.

Polar Power has arranged a revolving credit facility of up to $2,500,000 with Stone Brothers Capital at an annual interest rate of 12%, maturing one year after closing. This is a relatively expensive, short-term funding source compared with typical bank credit.

The agreement permits use of proceeds for general purposes and to cover costs of a Qualified Public Equity Offering for proceeds up to $6,000,000. Closing conditions require resignation of two existing directors and appointment of three lender-designated directors, giving the lender significant influence over the board.

Two independent directors have already resigned, effective May 19, 2026. Future filings may clarify the board’s new composition, any additional governance changes, and whether the company completes the contemplated public equity offering tied to this financing structure.

8-K Event Classification

4 items: 1.01, 2.03, 5.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revolving credit facility size: $2,500,000 Interest rate: 12% per year Qualified Public Equity Offering cap: $6,000,000 +2 more

5 metrics

Revolving credit facility size $2,500,000 Maximum aggregate principal amount outstanding at any time

Interest rate 12% per year Annual interest rate on each loan under the agreement

Qualified Public Equity Offering cap $6,000,000 Maximum proceeds for defined Public Equity Offering whose expenses may be financed

Loan maturity 1 year Maturity is first anniversary of the closing date of the Loan Agreement

Resigning independent directors 2 directors Keith Albrecht and Katherine Koster resigning effective May 19, 2026

Key Terms

Revolving Loan Agreement, revolving credit facility, Qualified Public Equity Offering, Public Equity Offering, +2 more

6 terms

Revolving Loan Agreement financial

"entered into a Revolving Loan Agreement (the “Loan Agreement”) with Stone Brothers Capital"

revolving credit facility financial

"provides for a revolving credit facility under which the Lender may, in its sole discretion"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Qualified Public Equity Offering financial

"including but not limited to to finance the expense of a Qualified Public Equity Offering"

Public Equity Offering financial

"which is a Public Equity Offering, as defined by the Loan Agreement, for proceeds up to $6,000,000"

A public equity offering is when a company sells new shares to the general public on a stock exchange to raise money. For investors it matters because adding more shares changes ownership and the available supply—like a bakery cutting the pie into more slices—which can reduce each existing share’s claim on profits, signal how the company plans to grow or pay debts, and influence the stock price and voting power.

direct financial obligation regulatory

"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"

independent directors financial

"Keith Albrecht and Katherine Koster, two of the Company’s independent directors, resigned"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new financing did Polar Power (POLA) obtain?

Polar Power entered a Revolving Loan Agreement with Stone Brothers Capital for a revolving credit facility of up to $2,500,000. The lender may advance loans at its discretion, providing short-term liquidity subject to a 12% interest rate and a one-year maturity from closing.

What is the interest rate and term of Polar Power’s new credit facility?

Each loan under the facility bears interest at an annual rate of 12% and the loan matures on the first anniversary of the closing date. This makes the borrowing both relatively costly and short term, concentrating repayment and refinancing considerations within one year.

How will Polar Power (POLA) use the loan proceeds?

The company plans to use proceeds for general corporate purposes, including financing expenses of a Qualified Public Equity Offering. That offering, as defined in the agreement, would be a Public Equity Offering for proceeds up to $6,000,000, tying this debt to potential future equity issuance.

What board changes are required by Polar Power’s loan agreement?

As a closing condition, two existing directors must resign and three individuals designated by the lender will be appointed as directors. This reshapes the board’s composition and gives Stone Brothers Capital substantial influence over Polar Power’s governance through its appointees.

Which Polar Power directors resigned in connection with the new financing?

Independent directors Keith Albrecht and Katherine Koster resigned from the board, effective May 19, 2026. Their departures are disclosed alongside the Revolving Loan Agreement and are tied to the broader board changes required as a condition of closing the new credit facility.

What is a Qualified Public Equity Offering in Polar Power’s agreement?

The agreement defines a Qualified Public Equity Offering as a Public Equity Offering for proceeds up to $6,000,000. Loan proceeds may be used to finance related expenses, linking this debt facility to a potential future equity raise under the agreement’s specific criteria.

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

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Accepted by SEC EDGAR 05/14/2026 - 05:21 PM

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): May 13, 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 1.01 Entry into of a Material Definitive Agreement.

On May 13, 2026, Polar Power, Inc. (the “Company”) entered into a Revolving Loan Agreement (the “Loan Agreement”) with Stone Brothers Capital (the “Lender”). The Loan Agreement provides for a revolving credit facility under which the Lender may, in its sole discretion upon the request of the Company, make loans (the “Loans”) to the Company, in an aggregate principal amount at any one time outstanding not to exceed $2,500,000. Each Loan shall bear interest accruing at an annual rate of 12%. Pursuant to the Loan Agreement, the Company shall use the proceeds from the Loans for general corporate purposes, including but not limited to (for the avoidance of doubt) to finance the expense of a Qualified Public Equity Offering, which is a Public Equity Offering, as defined by the Loan Agreement, for proceeds up to $6,000,000.

As part of the closing conditions, two directors of the Company shall resign from the Company’s board of directors (the “Board”) prior to the closing, and three individuals designed by the Lender should be appointed as the directors of the Company. The maturity date of the loan is the first anniversary of the closing date of the Loan Agreement.

The Loan Agreement also contains other customary terms and conditions.

This description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 13, 2026, the Company entered into the Loan Agreement with the Lender, as described in Item 1.01 above and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2026, Keith Albrecht and Katherine Koster, two of the Company’s independent directors, resigned as members of the Board of the Company, effective May 19, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.		Description

10.1		Revolving Loan Agreement dated May 13, 2026 by and between Polar Power, Inc. and Stone Brothers Capital
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: May 14, 2026

	POLAR POWER, INC.

	By:	/s/ Arthur D. Sams
		Arthur D. Sams President, Chief Executive Officer and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 200.5 KB

Polar Power adds $2.5M credit line at 12% rate