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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 6, 2025
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 Material Definitive Agreement
On
October 6, 2025, Polar Power, Inc. (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 (the “Offering”)
through the Sales Agent, shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), up to a maximum amount as set forth in the Sales Agreement, subject to the terms and conditions of the Sales Agreement.
The Company will file a prospectus supplement to its registration statement on Form S-3 (File No. 333-276705) offering the Shares up
to an aggregate offering price of up to $2,382,043.
Under
the Sales Agreement, the Sales Agent may sell the Shares in sales deemed to be an “at-the-market offering” as defined in
Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly
on or through The Nasdaq Capital Market or any other existing trading market for the Common Stock, in negotiated transactions at market
prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law.
The Company may instruct the Sales Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the
Company from time to time.
The
Company is not obligated to make any sales of the Shares under the Sales Agreement. The offering pursuant to the Sales Agreement will
terminate upon the termination of the Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its sole
discretion at any time by giving ten days’ prior notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement under
the circumstances specified in the Sales Agreement and in its sole discretion at any time by giving ten days’ prior notice to the
Company.
The
Company will pay the Sales Agent a fixed commission rate of 3.0% of the aggregate gross proceeds of the sales price of the Shares sold
through the Sales Agent pursuant to the Sales Agreement and has agreed to provide the Sales Agent with customary indemnification and
contribution rights. The Company also agreed to reimburse the Sales Agent the fees and expenses of the Sales Agent, including but not
limited to the fees and expenses of the counsel to the Sales Agent, in an amount not to exceed $30,000. In addition, the Company will
reimburse the Sales Agent for such fees and expenses incurred in connection with the Sales Agreement in an amount not to exceed (I) $10,000
per fiscal year, provided, however, that at such time as the Company files an additional prospectus or prospectus supplement to increase
the aggregate amount of Shares which may be sold under the Sales Agreement in excess of the amount included in the initial prospectus
supplement relating to the offering of the Shares, the annual reimbursement for costs, fees and expenses shall be revised from $10,000
to an amount not to exceed $5,000 on a quarterly basis for the first three quarters of each year, $7,500 for the fourth quarter of each
year, and (II) $10,000 (on up to two occasions per calendar year in connection with any filing of any additional prospectus or prospectus
supplement which relates to the Shares to be issued from time to time by the Company).
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement,
a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Loeb & Loeb LLP, the Company’s
counsel, regarding the legality of the Shares that may be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein,
nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| No. |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Loeb & Loeb LLP as to the legality of the Shares |
| 10.1 |
|
Sales
Agreement, dated October 6, 2025, by and between the Registrant and ThinkEquity LLC |
| 23.1 |
|
Consent of Loeb & Loeb LLP (included in Exhibit 5.1) |
| 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:
October 6, 2025
| |
POLAR
POWER, INC. |
| |
|
|
| |
By: |
/s/
Arthur D. Sams |
| |
|
Arthur
D. Sams President, Chief Executive Officer and Secretary |
