Current Report Filing (8-k)
May 26 2023 - 5:31PM
Edgar (US Regulatory)
0001622345
false
0001622345
2023-04-13
2023-04-13
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):
April 13, 2023
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.
As previously disclosed,
on August 31, 2020, Polar Power, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Loan Agreement”)
with Pinnacle Bank (“Pinnacle”). The Loan Agreement provides for a revolving credit facility under which Pinnacle may, in
its sole discretion upon the request of the Company, make advances to the Company in an amount, subject to certain limitations and adjustments,
of up to (a) 85% of the aggregate net face amount of the Company’s accounts receivable and other contract rights and receivables,
plus (b) the lesser of (i) 35% of the lower of cost or wholesale market value of certain inventory of the Company or (ii) $2.5 million.
In no event will the aggregate amount of the outstanding advances under the revolving credit facility be greater than $4 million.
The Loan Agreement’s
initial term ended on August 30, 2022 and has been renewed for two additional one-year terms with an expiration date of September 30,
2024.
Third Modification to
Loan and Security Agreement
On April 13, 2023, the Company
entered into a Third Modification to Loan and Security Agreement (the “Third Modification”) by and between the Company and
Pinnacle under which the parties agreed to add a new section 2.13 which provides that Pinnacle shall lend to the Company the principal
sum of $146,000.
The Third Modification also
contains other customary terms and conditions.
The description of the Third
Modification does not purport to be complete and is qualified in its entirety by reference to the Third Modification, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.
Fourth Modification to
Loan and Security Agreement
On May 25, 2023, the Company
entered into a Fourth Modification to Loan and Security Agreement (the “Fourth Modification”) by and between the Company and
Pinnacle under which the parties (a) agreed to amend the amount of available advances under the Loan Agreement such that the aggregate
amount of the outstanding advances under the revolving credit facility may not be greater than $6 million, and (b) raised the concentration
percentage applicable to certain Tier-1 telecommunication customers from 50% to 75% in the definition of Eligible Accounts.
The Fourth Modification also
contains other customary terms and conditions.
The
description of the Fourth Modification does not purport to be complete and is qualified in its entirety by reference to the Fourth
Modification, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by this reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 13, 2023, the Company
entered into the Third Modification with Pinnacle, as described in Item 1.01 above and incorporated herein by this reference. On May 25,
2023, the Company entered into the Fourth Modification with Pinnacle, as described in Item 1.01 above and incorporated herein by this
reference.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
(*) Filed herewith. The agreement filed as an exhibit
to this report contains representations and warranties made by the parties thereto. The assertions embodied in such representations and
warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk. Accordingly, investors should not
rely on the representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they
were made or otherwise.
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: May 26, 2023
|
POLAR POWER, INC. |
|
|
|
|
By: |
/s/ Arthur D. Sams |
|
|
Arthur D. Sams President, Chief Executive Officer and Secretary |
Polar Power (NASDAQ:POLA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Polar Power (NASDAQ:POLA)
Historical Stock Chart
From Apr 2023 to Apr 2024