UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No. 1)
| Filed
by the Registrant ☒ |
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| Filed
by a Party other than the Registrant ☐ |
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| Check
the appropriate box: |
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| ☐ |
Preliminary
Proxy Statement |
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ |
Definitive
Proxy Statement |
| ☐ |
Definitive
Additional Materials |
| ☐ |
Soliciting
Material under § 240.14a-12 |
POLAR
POWER, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required |
| ☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title
of each class of securities to which transaction applies: |
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(2) |
Aggregate
number of securities to which transaction applies: |
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(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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(4) |
Proposed
maximum aggregate value of transaction: |
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(5) |
Total
fee paid: |
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Fee
paid previously with preliminary materials. |
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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(1) |
Amount
Previously Paid: |
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(2) |
Form,
Schedule or Registration Statement No.: |
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(3) |
Filing
Party: |
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(4) |
Date
Filed: |
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EXPLANATORY
NOTE
Polar
Power, Inc. (the “Company”) is filing this amendment (the “Amendment”) to its definitive proxy statement on Schedule
14A, filed with the Securities and Exchange Commission on September 16, 2026 (the “Proxy Statement”) to make the following
correction on page 32:
(7)
Maximum number of shares of common stock that may be issuable to Monroe Street Capital Partners, LP
(“MonoreMonroe”) upon conversion of the Monroe Note is 1,000,000. The exact number of shares
that may be issued to Monroe pursuant to the Monroe Note is not currently determinable because the applicable conversion prices are
variable and are determined by reference to the market price of our common stock at the time of conversion. Number of shares of
common stock beneficially owned reflects a beneficial ownership limitation on convertibility and exercise equal to 9.99% of total
shares of common stock outstanding. Shares held directly by Monroe may be deemed to be indirectly beneficially owned by Ahron
FraimanBrian Goldberg, who may be deemed to have sole voting and dispositive power with respect to the shares held
by Monroe. The address of Monroe is 2151 West Hillsboro Blvd, Deerfield Beach FL, 33442c/o 208 Lenox Ave, #236,
Westfield, NJ 07090.
Terms
used in this Amendment that are not defined in this Amendment have the meanings given to them in the Proxy Statement.
The
date of this Amendment is September 29, 2026.
