Current Report Filing (8-k)
June 06 2019 - 5:08PM
Edgar (US Regulatory)
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 4, 2019
POLAR POWER, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-37960
(Commission File Number)
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33-0479020
(IRS Employer
Identification No.)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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POLA
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The NASDAQ Stock Market, LLC
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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. ☒
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Item 1.01.
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Entry Into a Material Definitive Agreement.
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On May 20, 2019, Polar Power, Inc. (the “
Company
”)
executed a Supplier Agreement with Citibank, N.A., which Supplier Agreement was executed by Citibank N.A., and became effective
with respect to all parties, on June 4, 2019. Under the terms of the Supplier Agreement, the Company may from time to time offer
to sell to Citibank certain of the Company’s accounts receivable relating to invoiced sales made by the Company to its customer,
AT&T and its affiliates. Once AT&T approves the invoice issued by the Company, AT&T sends payment instructions to
Citibank. The sale price is equal to the face amount of the receivable less the applicable discount charge calculated by multiplying
the face amount of the receivable by (i) the annual discount rate (which is equal to the 90-day London Inter-bank Offered Rate
(“
LIBOR
”) plus 1.00%) and (ii) the discount acceptance period (which is equal the number of days in the payment
terms (e.g., net 90) less the number of days necessary to approve the invoice (e.g., 10 days)) divided by 360. By way of example,
based upon the current pricing terms contained in the Supplier Agreement, on a $100 invoice payable in 90 days, and assuming a
LIBOR rate of 2.80% and invoice approval period of 10 days, the Company would be eligible to receive $99.16 approximately 11 days
after the issuance of the invoice to AT&T. This is equivalent to discounted terms of 0.84% 10 net 90.
Citibank may change the pricing terms at any
time in its sole discretion upon at least thirty (30) days prior written notice to the Company. In addition, either party may terminate
the Supplier Agreement upon thirty (30) business days prior written notice to the other party, provided that either party may terminate
the agreement upon five (5) business days prior written notice if the other party is in breach of, or fails to perform any of its
material obligations under the agreement.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following is furnished as an exhibit to this Current Report on Form 8-K:
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: June 6, 2019
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POLAR POWER, INC.
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By:
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/s/ Arthur D. Sams
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Arthur D. Sams
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President, Chief Executive Officer and Secretary
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