Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure
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.…
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Item 1.01Item 1.01 - Entry into Material Agreement
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit 99.1
Polar
Power CEO Arthur Sams Converts $614,700 of Debt Into Preferred Equity, Strengthening Balance Sheet
GARDENA,
Calif., Sept. 24, 2026. Polar Power, Inc. (NASDAQ: POLA) today announced that Arthur D. Sams, the Company’s Founder, President
and Chief Executive Officer, has agreed to convert $614,700 of debt owed to him by the Company into 683 Series A Convertible Preferred
shares of Polar Power.
The
conversion eliminates $614,700 of debt from the Company’s balance sheet, increases shareholders’ equity, and represents an
important step toward addressing the Company’s shareholders’ equity compliance issue.
“Converting
this debt into equity reflects my confidence in Polar Power’s future and my commitment to the Company’s long-term success,”
said Arthur Sams, Founder, President and Chief Executive Officer. “I believe the opportunities ahead of us across telecommunications,
data center power, defense and distributed energy markets position Polar Power for meaningful growth.”
In
addition to the preferred shares, Polar is also issuing to Mr. Sams a warrant to purchase 382,276 shares of the Company’s common
stock at $1.34 per share.
The
Company believes the debt-to-equit…