UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into of a Material Definitive Agreement.
On September 25, 2026, Polar Power, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Arthur Sams (the “Holder”), the Company’s Chief Executive Officer, Secretary, director and Chairman of the board of directors of the Company. Pursuant to the Exchange Agreement, the Holder surrendered $614,700 in aggregate principal amount and accrued interest of the promissory notes that the Company previously issued to the Holder for an aggregate of 683 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”) and a warrant (the “Warrant”) to purchase 382,276 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).
As previously disclosed, the Company established a series of the Company’s preferred stock, par value $0.0001 per share, which is designated as “Series A Convertible Preferred Stock,” having a stated value of $1,000 per share with 25,000 shares reserved for issuance. Pursuant to the certificate of designation of preferences, rights and limitations of Series A Convertible Preferred Stock (the “COD”), the Preferred Stock will bear a dividend, which will accrue monthly at a rate of 10% per annum, and will be convertible into shares of the Company’s Common Stock at the market conversion price. The market conversion price will be 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.
The Warrant is exercisable for three years from the date of issuance of the Warrant, and the initial exercise price is $1.34.
The foregoing summary of the Exchange Agreement, Preferred Stock and the Warrant issued to the Holder does not purport to be complete and is qualified in its entirety by the full text of the Exchange Agreement, the COD, the Certificate of Correction of the COD and the Warrant, which are filed or incorporated by reference, respectively as Exhibits 10.1, 3.1, 3.2 and 10.2 to this Current Report, which are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosures contained in Item 1.01 of this Current Report are incorporated by reference in this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On September 24, 2026, the Company issued a press release announcing the entry of the Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: September 28, 2026
| POLAR POWER, INC. | ||
| By: | /s/ Arthur D. Sams | |
Arthur D. Sams President, Chief Executive Officer and Secretary | ||