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  4. [8-K] Polar Power, Inc. Reports Material Event

Polar Power issues $275K convertible note

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Polar Power, Inc. entered into a financing agreement by issuing a convertible promissory note to Mayers Ventures LLC with an aggregate principal amount of $275,000. The company received $250,000 in consideration, the note carries a 10% annual interest rate, and it matures on December 30, 2027.

Mayers may convert outstanding principal and interest into Polar Power common stock at a price equal to 90% of the lowest daily VWAP over the seven trading days before a conversion notice, subject to a floor price while the shares remain listed. Polar Power agreed to treat all conversion shares as “Registrable Securities” under a planned registration rights agreement, and Mayers gained the right to designate one board member, alongside other customary note terms.

Positive

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Negative

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Insights

Polar Power raises modest funding via a discounted convertible note with governance rights.

Polar Power obtained $250,000 in cash proceeds through a $275,000 convertible note to Mayers Ventures, bearing 10% interest and maturing on December 30, 2027. The structure blends debt funding with potential equity issuance.

The conversion price is set at 90% of the lowest daily VWAP over seven trading days before conversion, subject to a floor while listed. This formula can lead to equity issuance at a discount, depending on future trading prices, and introduces potential dilution if fully converted.

The note also grants Mayers the right to designate one board member and for conversion shares to be included as “Registrable Securities” in a future registration rights agreement. Governance influence and liquidity arrangements are clearly defined, while the eventual impact depends on conversion timing and share price at that time.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Convertible note principal $275,000 Aggregate principal amount of note issued June 30, 2026
Cash consideration $250,000 Consideration price received for the note
Interest rate 10% per annum Annual interest on the convertible note
Maturity date December 30, 2027 Date when note principal becomes due
Conversion discount 90% of lowest daily VWAP Conversion price formula over prior 7 trading days
Board designee right 1 director seat Mayers may designate one individual to the board
convertible promissory note financial
"issued to Mayers Ventures LLC ... a convertible promissory note in the aggregate principal amount"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
VWAP financial
"conversion price equals 90% of the lowest daily VWAP of the Company’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.
Registrable Securities regulatory
"include all shares of Common Stock issuable upon the conversion of the Note within the definition of “Registrable Securities”"
registration rights agreement regulatory
"in a registration rights agreement that the Company and the purchasers of a financing intend to enter into"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Emerging growth company regulatory
"Emerging growth company Item 1.01 Entry into of a Material Definitive Agreement."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What financing did Polar Power (POLA) enter into with Mayers Ventures?
Polar Power issued a convertible promissory note with a $275,000 principal amount to Mayers Ventures. The company received $250,000 in consideration, providing near-term funding through a security that can later convert into common stock under specified pricing terms.

What are the key terms of Polar Power’s new convertible note?
The note has a $275,000 principal amount, 10% annual interest rate, and matures on December 30, 2027. It is convertible into Polar Power common stock at 90% of the lowest daily VWAP over seven trading days before a conversion notice, subject to a floor price.

How is the conversion price determined for Polar Power’s note to Mayers?
The conversion price equals 90% of the lowest daily VWAP of Polar Power common stock during the seven trading days ending on the date of a conversion notice. This discount-based formula, with a floor while listed, governs how many shares may be issued upon conversion.

Does Mayers Ventures receive any governance rights from the Polar Power note?
Yes. Under the note, Mayers Ventures may designate one individual for appointment or election to Polar Power’s board of directors. This adds a governance element alongside the financial terms of the convertible promissory note financing agreement.

Will shares from converting Polar Power’s note be registered for resale?
Polar Power agreed to include all shares issuable upon conversion of the note as “Registrable Securities” in a registration rights agreement it intends to enter with financing purchasers. This is designed to facilitate potential future resale of those shares once the agreement is in place.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001622345 0001622345 2026-06-30 2026-06-30 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): June 30, 2026

 

POLAR POWER, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-37960   33-0479020

(State or Other Jurisdiction

of 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 ☐

 

If 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 1.01 Entry into of a Material Definitive Agreement.

 

On June 30, 2026, Polar Power, Inc. (the “Company”) issued to Mayers Ventures LLC, a limited liability company organized and existing under the laws of Nevada (“Mayers”), a convertible promissory note in the aggregate principal amount of $275,000 (the “Note”). The consideration price of the Note was $250,000. The Note has an interest rate of 10% per annum, and the maturity date is December 30, 2027.

 

Mayers has the right to convert the outstanding and unpaid principal amount and interest into the Company’s shares of common stock, $0.0001 par value per share (the “Common Stock”). The conversion price equals 90% of the lowest daily VWAP of the Company’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 Company agreed to include all shares of Common Stock issuable upon the conversion of the Note within the definition of “Registrable Securities” in a registration rights agreement that the Company and the purchasers of a financing intend to enter into. Pursuant to the Note, Mayers also has the right to designate one individual for appointment of election to the board of directors of the Company.

 

The Note also contain other customary terms and conditions.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On June 30, 2026, the Company issued the Note, as described in Item 1.01 above and incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The disclosures contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Promissory Note issued by Polar Power, Inc. to Mayers Ventures LLC, dated June 30, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: July 7, 2026

 

  POLAR POWER, INC.
     
  By: /s/ Arthur D. Sams
    Arthur D. Sams President, Chief Executive Officer and Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

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