{"url_path":"/sec/pola/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1622345/0001493152-26-037198-index.html","accession_number":"0001493152-26-037198","cik":"0001622345","ticker":"POLA","issuer_name":"Polar Power, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1622345/0001493152-26-037198-index.html","primary_entity_key":"0001622345","primary_entity_name":"Polar Power, Inc."},"word_count":1087,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 29, 2026, Polar Power, Inc. (the “Company”) entered into a series of agreements with each of CL Investment Group LLC\n(“CL Investment”) and LU2 Holdings LLC (“LU2” and, together with CL Investment, the “Investors” and\neach an “Investor”), providing for the issuance and sale to the Investors of shares of the Company’s Series A Convertible\nPreferred Stock and warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).\nBy their terms, the agreements became effective, and the closing thereunder was consummated, on the date that each of the closing conditions\nhad been satisfied, which occurred on August 5, 2026 (the “Closing”). The transactions constitute a subsequent closing\nunder the Company’s previously designated Series A Convertible Preferred Stock, following the initial closings previously disclosed\nby the Company.\n\n \n\n*Securities\nPurchase Agreements — Convertible Preferred Stock*\n\n \n\nOn\nJuly 29, 2026, the Company entered into a Securities Purchase Agreement with CL Investment (the “CL Purchase Agreement”)\nand a separate Securities Purchase Agreement with LU2 (the “LU2 Purchase Agreement,” and together with the CL Purchase Agreement,\nthe “Purchase Agreements”), in each case for the issuance and sale of shares of the Company’s Series A Convertible\nPreferred Stock, par value $0.0001 per share (the “Convertible Preferred”), and certain common stock purchase warrants (the\n“Warrants”).\n\n \n\nThe\nConvertible Preferred was previously established as a series of the Company’s preferred stock pursuant to the Certificate of Designation\nof Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “COD”), which, the Company filed with\nthe Secretary of State of the State of Delaware on July 10, 2026, and which was corrected by a Certificate of Correction filed on July\n24, 2026. The COD designates 25,000 shares of Convertible Preferred, having a stated value of $1,000 per share (the “Stated Value”).\nImmediately prior to the transactions described herein, 500 shares of Convertible Preferred were issued and outstanding. Pursuant\nto the COD, the Convertible Preferred bears a dividend that accrues monthly at a rate of 10% per annum and is convertible into shares\nof Common Stock (the “Preferred Conversion Shares”) at the Market Conversion Price. The “Market Conversion Price”\nis equal to 90% of the lowest volume-weighted average price of the Common Stock for the seven consecutive trading days immediately preceding\nthe applicable conversion date, but not less than the floor price set forth in the COD.\n\n \n\nPursuant\nto the CL Purchase Agreement, the Company agreed to issue and sell to CL Investment, and CL Investment agreed to purchase from the Company,\n833 shares of Convertible Preferred (representing an aggregate Stated Value of $833,000) at a purchase price equal to 90% of the Stated\nValue, for an aggregate subscription amount of $749,700. Pursuant to the LU2 Purchase Agreement, the Company agreed to issue and sell\nto LU2, and LU2 agreed to purchase from the Company, 278 shares of Convertible Preferred (representing an aggregate Stated Value of $278,000)\nat a purchase price equal to approximately 90% of the Stated Value, for an aggregate subscription amount of $250,000. At the Closing\non August 5, 2026, the Company issued an aggregate of 1,111 shares of Convertible Preferred to the Investors, for aggregate gross\nproceeds to the Company of $999,700, before deducting fees and expenses. After giving effect to these issuances, 1,611 shares of Convertible\nPreferred were issued and outstanding.\n\n \n\nPursuant\nto the Purchase Agreements, the Company also agreed to issue to each Investor Warrants entitling the Investor to purchase a number of\nshares of Common Stock (the “Warrant Shares”) equal to 50% of such Investor’s subscription amount divided by the exercise\nprice of the Warrants, at an exercise price determined as provided in, and subject to adjustment as set forth in, the Warrants. At the\nClosing on August 5, 2026, the Company issued to CL Investment a Warrant to purchase 227,182 Warrant Shares at an exercise price\nof $1.65 per share, and issued to LU2 a Warrant to purchase 75,758 Warrant Shares at an exercise price of $1.65 per share. Each Warrant\nis exercisable at any time on or after the date of issuance and expires on the third anniversary of the date of issuance, and provides\nfor cashless exercise under the circumstances set forth therein. The Warrants, together with conversions of the Convertible Preferred,\nare subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock.\n\n \n\nThe\nCL Purchase Agreement and the LU2 Purchase Agreement are substantially identical in form, as are the Warrants issued to the Investors\nand the Registration Rights Agreements described below. In accordance with Instruction 2 to Item 601 of Regulation S-K, the Company is\nfiling the form of each such agreement, and the material details in which the executed agreements differ are set forth in Item 1.01 of\nthis Current Report and summarized in the table below:\n\n \n\nInvestor \n\nPreferred\n\nShares\n  \n\nAggregate\n\nStated Value\n  \n\nSubscription\n\nAmount\n  \n\nWarrant\n\nShares\n  \n\nWarrant\n\nExercise\n\nPrice\n \n\nCL\nInvestment Group LLC \n 833  \n$833,000  \n$749,700  \n 227,182  \n$1.65 \n\nLU2\nHoldings LLC \n 278  \n$278,000  \n$250,000  \n 75,758  \n$1.65 \n\n \n\n \n\n \n\n \n\nThe\nforegoing summary of the Purchase Agreements, the COD and the Warrants does not purport to be complete and is qualified in its entirety\nby reference to the full text of the COD, incorporated by reference as Exhibit 3.1 hereto, the form of Securities Purchase Agreement,\nfiled as Exhibit 10.1 hereto, and the form of Common Stock Purchase Warrant, filed as Exhibit 10.2 hereto, each of which is incorporated\nherein by reference.\n\n \n\n*Registration\nRights Agreements*\n\n \n\nIn\nconnection with the Purchase Agreements, on July 29, 2026, the Company entered into a Registration Rights Agreement with each of CL Investment\nand LU2 (each, an “RRA”), pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”)\none or more registration statements to register the resale of the Preferred Conversion Shares and the Warrant Shares, and to use its\nreasonable best efforts to have such registration statement(s) declared effective by the SEC as soon as practicable, but in no event\nlater than the effectiveness deadline set forth in the applicable RRA. Under the Purchase Agreements, the Company agreed to file such\nregistration statement on Form S-1 (or, if applicable, Form S-3) within 30 days after the applicable execution date.\n\n \n\nThe\nforegoing summary of the RRAs does not purport to be complete and is qualified in its entirety by reference to the full text of the form\nof Registration Rights Agreement, filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference."}