Polar Power (NASDAQ: POLA) sets $2,382,043 at-the-market stock plan

Rhea-AI Filing Summary

Polar Power, Inc. entered into an at-the-market sales agreement with ThinkEquity LLC, allowing it to offer and sell shares of its common stock up to an aggregate offering price of $2,382,043 under an existing shelf registration. Sales can be made from time to time on The Nasdaq Capital Market or through other permitted methods at prevailing or related market prices. Polar Power will pay ThinkEquity a 3.0% commission on gross proceeds and reimburse up to $30,000 of initial fees and expenses, plus specified annual and transaction-based expense caps. Either party may terminate the agreement on ten days’ notice, giving the company flexibility to raise equity capital as market conditions permit.

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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

FAQ

What did Polar Power (POLA) announce in this 8-K filing?

Polar Power, Inc. disclosed that it entered into an at-the-market sales agreement with ThinkEquity LLC, under which it may sell shares of its common stock from time to time for an aggregate offering price of up to $2,382,043 under an existing Form S-3 registration statement.

How much stock can Polar Power sell under the new at-the-market program?

The company may offer and sell shares of its common stock for an aggregate offering price of up to $2,382,043, as described in a prospectus supplement to its Form S-3 registration statement.

What is ThinkEquity LLC’s role in Polar Power’s at-the-market offering?

ThinkEquity LLC acts as the sales agent, conducting at-the-market transactions in Polar Power’s common stock on Nasdaq or other permitted markets, and receives a 3.0% commission on the aggregate gross proceeds of shares sold through it.

What fees and expense reimbursements will Polar Power pay to ThinkEquity?

Polar Power agreed to reimburse ThinkEquity up to $30,000 for initial fees and expenses and, thereafter, up to $10,000 per fiscal year, with adjustments to quarterly caps if the company later increases the aggregate amount of shares that may be sold. It also will reimburse up to $10,000 on up to two occasions per calendar year for additional prospectus or prospectus supplement filings relating to the shares.

Is Polar Power required to sell shares under the at-the-market agreement?

No. The company is not obligated to make any sales under the sales agreement and may instruct ThinkEquity not to sell shares below a designated price. The agreement can be terminated by either Polar Power or ThinkEquity in their sole discretion by giving ten days’ prior notice.

How will Polar Power’s at-the-market shares be sold in the market?

Shares may be sold in transactions deemed to be an “at-the-market offering,” including sales directly on or through The Nasdaq Capital Market, in negotiated transactions at prevailing market prices, at prices related to prevailing market prices, or through other methods permitted by law.