Polar Power director reports 763,889-share note
Polar Power, Inc. (POLA) director Shalom Menachem filed an initial ownership report showing indirect derivative interests held through Mayers Ventures LLC.
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Form Type
3
Rhea-AI Filing Summary
Polar Power, Inc. (POLA) director Shalom Menachem filed an initial ownership report showing indirect derivative interests held through Mayers Ventures LLC. These include a Convertible Note that may convert into up to 763,889 shares of common stock at a variable price and a Common Stock Purchase Warrant for 83,841 shares at a $1.64 exercise price. Both instruments are subject to a 9.99% beneficial ownership limitation, and Menachem disclaims beneficial ownership beyond any pecuniary interest.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Shalom Menachem
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Convertible Note F1, F2 | -- | -- | -- |
| holding | Common Stock Purchase Warrant F3, F2 | -- | -- | -- |
Holdings After Transaction:
Convertible Note — 763,889 contracts (Indirect, See Footnote);
Common Stock Purchase Warrant — 83,841 contracts (Indirect, See Footnote)
Footnotes (3)
- F1. The maximum number of shares issuable upon conversion of the Convertible Note is 763,889 shares of the issuer's common stock, par value $0.0001 per share (the "Common Stock"). The conversion price equals 90% of the lowest daily VWAP of the Issuer's Common Stock in the 7 trading days ending on the date of the delivery of the applicable conversion notice, subject to a floor price while the Common Stock is listed on the trading market. The figure of 763,889 assumes that the Convertible Note converts at the floor price set forth in the Convertible Note. The exact number of shares that may be issued 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. The conversion of the Convertible Note is subject to a beneficial ownership limitation of 9.99% of the outstanding shares of Common Stock.
- F2. Consists of securities held by Mayers Ventures LLC ("Mayers"), and may be deemed to be indirectly beneficially owned by Menny Shalom, who may be deemed to have sole voting and dispositive power with respect to the shares held by Mayers. Mr. Shalom disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- F3. The exercise of the Common Stock Purchase Warrant is subject to a beneficial ownership limitation of 9.99% of the outstanding shares of Common Stock.
Key Figures
Convertible Note underlying shares: 763,889 shares of Common Stock
Warrant underlying shares: 83,841 shares of Common Stock
Warrant exercise price: $1.64 per share
+5 more
8 metrics
Convertible Note underlying shares
763,889 shares of Common Stock
Maximum shares issuable upon conversion of the Convertible Note
Warrant underlying shares
83,841 shares of Common Stock
Shares issuable upon exercise of the Common Stock Purchase Warrant
Warrant exercise price
$1.64 per share
Exercise price of the Common Stock Purchase Warrant
Beneficial ownership limitation
9.99% of outstanding Common Stock
Applies to both the Convertible Note conversion and warrant exercise
Convertible Note expiration date
December 30, 2027
Expiration date reported for the Convertible Note derivative position
Warrant expiration date
July 21, 2029
Expiration date of the Common Stock Purchase Warrant
VWAP lookback period
7 trading days
Period used to determine the Convertible Note conversion price
VWAP conversion percentage
90% of lowest daily VWAP
Basis for Convertible Note conversion price before applying floor
Key Terms
Convertible Note, VWAP, beneficial ownership limitation, Common Stock Purchase Warrant, +1 more
5 terms
Convertible Note financial
"The maximum number of shares issuable upon conversion of the Convertible Note"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
VWAP financial
"The conversion price equals 90% of the lowest daily VWAP of the Issuer's Common Stock"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
beneficial ownership limitation financial
"The conversion of the Convertible Note is subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Common Stock Purchase Warrant financial
"The exercise of the Common Stock Purchase Warrant is subject to a beneficial ownership limitation"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
pecuniary interest financial
"disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider positions did Shalom Menachem report in POLA on this Form 3?
He reported indirect interests via Mayers Ventures LLC in a Convertible Note for up to 763,889 shares of Polar Power common stock and a Common Stock Purchase Warrant for 83,841 shares, both subject to a 9.99% beneficial ownership limitation.
What are the key terms of the POLA warrant reported by Shalom Menachem?
The Common Stock Purchase Warrant is exercisable for 83,841 shares of Polar Power common stock at an exercise price of $1.64 per share, with an expiration date of July 21, 2029, and is subject to a 9.99% beneficial ownership limitation.
How is the conversion price of the POLA Convertible Note determined?
The conversion price equals 90% of the lowest daily VWAP of Polar Power’s common stock in the 7 trading days ending on the date of the applicable conversion notice, subject to a floor price while the common stock is listed on the trading market.
Does Shalom Menachem directly own the POLA securities reported on Form 3?
The filing states the securities are held by Mayers Ventures LLC and may be deemed indirectly beneficially owned by Menachem, who may have sole voting and dispositive power. He disclaims beneficial ownership except to the extent of any pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
