Form 8-K

8-K — Polar Power, Inc.

Accession: 0001493152-26-048231

Filed: 2026-10-23

Period: 2026-10-23

CIK: 0001622345

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Documents

8-K — form8-k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001622345

2026-10-23

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 23, 2026

POLAR

POWER, INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-37960

33-0479020

(State

or Other Jurisdiction

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 ☐

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

3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

previously disclosed, on May 1, 2026, Polar Power, Inc. (the “Company” or “we”) received a deficiency letter

from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that Company was not in compliance

with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of US$2,500,000 in stockholders’ equity

for continued listing on the Nasdaq Capital Market (the “Rule”).

June 29, 2026, Nasdaq notified the Company of its determination to grant an extension of time to regain compliance with the Rule. The

terms of the extension required that on or before October 28, 2026, the Company must file a public report demonstrating compliance with

the Rule, including disclosure of the transaction or event that led to compliance.

Convertible

Note Financings with CFI and Monroe

May 21, 2026, we issued (i) a 6% convertible redeemable note to CFI Capital LLC (“CFI”) in the aggregate principal amount

of $600,000, for which we received net proceeds of approximately $500,000, and (ii) a 6% convertible redeemable note to Monroe Street

Capital Partners, LP (“Monroe”) in the aggregate principal amount of $370,600, for which we received net proceeds of approximately

$307,100. On October 21, 2026, Monroe converted part of the convertible redeemable note to 196,985 shares of our common stock, par value

$0.0001 per share (“common stock”). On October 22, 2026, Monroe converted part of the convertible redeemable note to 198,173

shares of common stock. As a result of these transactions, our stockholders’ equity increased by $164,100.

Series

A Convertible Preferred Stock Financing with LU2

July 21, 2026, we issued and sold to LU2 Holdings LLC (“LU2”), in a private placement, 500 shares of our Series A Convertible

Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), having an aggregate stated value of $500,000, together

with warrants to purchase an aggregate of 226,673 and 83,841 shares of common stock at an exercise price of $1.64 per share, to LU2 and

Mayers Ventures LLC, respectively. The Series A Preferred has a stated value of $1,000 per share, accrues a 10% payment-in-kind dividend,

is perpetual, ranks senior to our common stock, and is convertible into common stock at a price equal to 90% of the lowest VWAP over

the seven consecutive trading days immediately preceding the applicable conversion date, but not less than the floor price. On October

12, 2026, we issued and sold to LU2, in a private placement, 417 shares of our Series A Preferred, having an aggregate stated value of

$417,000, together with warrants to purchase 188,636 shares of common stock at an exercise price of $1.10 per share. On October 19, 2026,

we issued and sold to LU2, in a private placement, 278 shares of our Series A Preferred, having an aggregate stated value of $278,000,

together with warrants to purchase 165,476 shares of common stock at an exercise price of $0.84 per share.

a result of the issuance of the Series A Preferred, our stockholders’ equity increased by $1,175,200.

ELOC

Financing with Roth

July 27, 2026, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights

Agreement (the “Registration Rights Agreement”) with Roth Principal Investments (“Roth”). Under the Purchase

Agreement, we have the right, but not the obligation, to sell to Roth Principal Investments up to $25,000,000 in aggregate gross purchase

price of common stock. As of the date of this report, we have issued 776,148 shares of common stock to Roth for aggregate net proceeds

to the Company of $989,181 after deducting fees and other amounts retained by Roth. As a result of these transactions, our stockholders’

equity increased by $989,181.

Series

A Convertible Preferred Stock and Warrants Financing with CL Investment and LU2

August 5, 2026, we issued and sold 838 shares and 278 shares of Series A Preferred, along with warrants to purchase 227,182 and 75,758

shares of common stock, to CL Investment and LU2, respectively. On October 20, 2026, LU2 converted its 278 shares of Series A Preferred

to 432,478 shares of common stock. As a result of these transactions, our stockholders’ equity increased by $200,200.

Convertible

Note Financing with CL Investment and LU2

August 28, 2026, we issued and sold two convertible promissory notes, in an aggregate principal amount of $165,000, to CL Investment

and LU2 for aggregate consideration of $150,000. Each note will bear interest of 1% per month and matures on November 26, 2026, at which

point, if not repaid in cash in full, it will convert in full into shares of our common stock at a price equal to the lower of (1) 80%

of the volume weighted average price of a share of the common stock on Nasdaq over the five trading day period ending on the maturity

date and (2) $1.00 per share. On September 14, 2026, the Company made a combined payment in the amount of $29,946.40 as repayment towards

the two convertible notes. On October 14, 2026, the aggregate amount outstanding under both convertible promissory notes was $135,053,

and on that date each of LU2 and CL Investment converted its convertible promissory note to 77 shares of Series A Preferred. As a result

of these transactions, our stockholders’ equity increased by $137,312.

Converting

Promissory Notes to Series A Preferred by Arthur Sams

September 23, 2026, Arthur D. Sams, the Company’s Founder, President and Chief Executive Officer, converted $614,700 in aggregate

principal amount and accrued interest of the promissory notes issued by us to Arthur into 683 shares of Series A Convertible Preferred

and a warrant to purchase 382,276 shares of common stock at an exercise price of $1.34 per share. As a result of these transactions,

our stockholders’ equity increased by $614,700.

On October 22, 2026,

the aggregate amount outstanding under the promissory notes issued by us to Arthur was $172,185.97, and on that date, Arthur converted

$161,276 to 202 shares of Series A Preferred and a warrant to purchase 100,798 shares of common stock at an exercise price

of $0.61 per share and designated an unrelated third party to receive these securities to pay off the debt owed by Arthur to this third

party. As a result of these transactions, our stockholders’ equity increased by $161,276.

Based

on the above-mentioned transactions, the Company believes its preliminary pro forma stockholders’ equity as of the date of this

report, is approximately $2.9 million, which exceeds the minimum equity requirement under Nasdaq Listing Rule 5550(b)(1). As of

the date of this report, the Company believes it has regained compliance with the stockholders’ equity requirement based upon the

specific transactions referenced above.

accordance with its normal operating procedure, Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’

equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.

The

unaudited financial information provided herein is based on preliminary results and information as of the date hereof and is subject

to revision in connection with the Company’s financial closing procedures. Actual results for the period presented may differ

materially from these preliminary unaudited financial results and finalization of the Company’s financial statements for

the quarter ended September 30, 2026. In addition, these preliminary results have not been audited by the Company’s

independent registered public accounting firm.

Forward

Looking statements

This

Current Report on Form 8-K contains forward-looking statements. To the extent applicable, the Company intends these statements to be

covered by the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include expectations

regarding final financial reporting and accounting treatment; the timing and outcome of Nasdaq’s review; the Company’s ability

to regain and maintain compliance with Nasdaq’s continued listing requirements; and future stockholders’ equity, financial

condition and capital needs. Words such as “believes,” “expects,” “estimates,” “anticipates,”

“intends” and “may” and similar expressions may identify such statements.

These

statements are based on current expectations and assumptions and involve risks and uncertainties that may cause actual outcomes to differ

materially. Those risks include adjustments identified during closing, review and audit procedures; changes to the classification, valuation

or accounting treatment of the preferred stock, warrants or related contractual provisions; differences between estimated and actual

offering costs; additional operating losses and other charges; Nasdaq’s exercise of discretion in evaluating

both current equity and the ability to sustain compliance; additional conditions or information required by Nasdaq; the Company’s ability to satisfy other listing standards and comply with

its financing and registration rights obligations; and the availability of additional capital if needed. Additional risks are described

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent reports and other filings

with the Securities and Exchange Commission.

Forward-looking

statements are not guarantees of future performance or of a favorable Nasdaq determination and speak only as of the date made. Except

as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement as a result

of new information, future events or otherwise.

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 23, 2026

POLAR

POWER, INC.

By:

/s/

Chris Mayer

Chris Mayer, Co-Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 17

v3.26.3

Cover

Oct. 23, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 23, 2026

Entity File Number

001-37960

Entity Registrant Name

POLAR

POWER, INC.

Entity Central Index Key

0001622345

Entity Tax Identification Number

33-0479020

Entity Incorporation, State or Country Code

Entity Address, Address Line One

249

E. Gardena Boulevard

Entity Address, City or Town

Gardena

Entity Address, State or Province

Entity Address, Postal Zip Code

90248

City Area Code

(310)

Local Phone Number

830-9153

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.0001 per share

Trading Symbol

POLA

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration