8-K

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): August 28, 2019

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.)

240 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 8.01. Other Events.

On August 28, 2019, Polar Power, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors had approved a share repurchase program to purchase up to $500,000 of the Company’s common stock through February 28, 2020.

The information furnished in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press release dated August 28, 2019.

1

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: August 28, 2019

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

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated August 28, 2019.

3

EX-99.1

Exhibit 99.1

Polar Power Announces Share Repurchase Program

GARDENA, CA – August 28, 2019 – Polar Power, Inc. (NASDAQ: POLA), a global provider of prime, backup and solar hybrid DC power solutions, announced that its Board of Directors has authorized the repurchase of up to $500,000 of its outstanding shares of common stock. The repurchase program will expire on February 28, 2020, subject to earlier termination of the program by the Board. As of August 28, 2019, Polar Power had 10,143,158 shares of common stock outstanding.

Repurchases may be made in open market purchases, including through block trades, through privately negotiated transactions, or pursuant to any trading plan that may be adopted by Polar Power in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would permit common stock to be repurchased when Polar Power might otherwise be precluded from doing so under applicable insider trading laws.

The timing, manner, price and amount of any repurchases will be determined in management’s discretion and the share repurchase program may be suspended, terminated or modified at any time for any reason including market conditions, the cost associated with repurchasing the shares, the availability of alternative investment opportunities, liquidity, the need for capital in Polar Power’s operations and other factors deemed appropriate by management. The repurchase program does not obligate Polar Power to acquire any specific number of shares of common stock, and all open market purchases will be made in accordance with Rule 10b-18 under the Exchange Act, which provides certain restrictions on the method, timing, price and volume of open market stock repurchases.

“We are pleased to announce this share repurchase program that allows us to return value to our stockholders. The adoption of this repurchase program underscores the Board’s confidence in our current and future prospects. At recent market price levels, we believe the repurchase program is an excellent opportunity to buy shares of our common stock at a significant discount to their intrinsic value, which makes the shares an attractive investment,” said Arthur D. Sams, President and Chief Executive Officer of Polar Power. “We will use this tool strategically in our continued effort to maximize value for Polar Power stockholders.”

About Polar Power, Inc.

Gardena, California-based Polar Power, Inc. (NASDAQ: POLA), designs, manufactures and sells direct current, or DC, power systems, lithium battery powered hybrid solar systems for applications in the telecommunications market and, in other markets, including military, electric vehicle charging, cogeneration, distributed power and uninterruptable power supply. Within the telecommunications market, Polar’s systems provide reliable and low-cost energy for applications for off-grid and bad-grid applications with critical power needs that cannot be without power in the event of utility grid failure. For more information, please visit www.polarpower.com. or follow us on www.linkedin.com/company/polar-power-inc/

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This news release contains certain statements of a forward-looking nature relating to future events or future business performance. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. With the exception of historical information, the matters discussed in this press release are forward-looking statements and considerations that involve a number of risks and uncertainties. The actual future results of Polar Power could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to, adverse domestic and foreign economic and market conditions, including demand for DC power systems; trade tariffs on raw materials; changes in domestic and foreign governmental regulations and policies; and other events, factors and risks. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in our reports filed with the Securities and Exchange Commission.

Media and Investor Relations:

Shawn Severson Integra Investor Relations
Shawn M. Severson
+1 415-233-7094shawn@integra-ir.com@Integra IRwww.integra-ir.com

Company Contact:

Polar Power, Inc.

249 E. Gardena Blvd.

Gardena, CA 90248

Tel: 310-830-9153

ir@polarpowerinc.com

www.polarpower.com