Polar Power, Inc. 8-K

What Happened
Polar Power, Inc. announced on its July 16, 2026 Form 8-K that it has established a new series of preferred stock designated "Series A Convertible Preferred Stock." The certificate of designation (filed with the Delaware Secretary of State on July 10, 2026) sets a stated value of $1,000 per preferred share and reserves 25,000 shares for issuance. The company has not yet issued or sold any of these preferred shares.

Key Details

• Stated value: $1,000 per share; 25,000 shares reserved — up to $25.0 million in stated value if all reserved shares were issued.
• Dividend: accrues monthly at a rate of 10% per annum.
• Conversion: preferred shares are convertible into common stock at a market conversion price equal to 90% of the lowest VWAP (volume-weighted average price) over seven consecutive trading days before the measurement date.
• Measurement date uses the lowest result from three dates: (a) closing date of sale of the preferred, (b) effectiveness date of a resale registration statement, or (c) date the company obtains shareholder approval to issue common stock over 20% of outstanding shares.
• The full certificate of designation is filed as Exhibit 3.1 to the 8-K.

Why It Matters
This action creates a new financing instrument that could provide the company a way to raise capital (through issuance of convertible preferred stock) while offering investors a high coupon-like dividend and the option to convert into common shares at a discount to recent market prices. For holders of common stock, conversion of these preferred shares could dilute existing ownership if and when shares are issued and converted. The 10% annual accrual and the 90%-of-VWAP conversion mechanics are material terms investors should monitor if issuance occurs.