Polar Power, Inc. Announces $25M Equity Purchase Agreement with Roth

What Happened
Polar Power, Inc. (POLA) announced in an 8‑K (filed July 28, 2026) that on July 27, 2026 it entered a Common Stock Purchase Agreement and a related Registration Rights Agreement with Roth Principal Investments, LLC. Upon the Registration Statement being declared effective (the “Commencement”), Polar Power may, at its option and over a period up to 36 months, direct Roth Principal Investments to purchase up to $25,000,000 of newly issued common stock under various intraday, market‑open, pre‑market and post‑market purchase mechanics. The company is not obligated to sell any shares.

Key Details

• Dollar amount: up to $25,000,000 of common stock available to sell to Roth Principal Investments.
• Timing/term: sales may occur only after the Registration Statement is declared effective and for up to 36 months from that Commencement Date.
• Nasdaq limit / share cap: without shareholder approval, Polar may not issue more than 769,952 shares under the agreement (19.99% of outstanding shares pre‑agreement) unless the average price paid reaches $2.0994 or shareholder approval is obtained. Roth’s beneficial ownership is also capped at 4.99%.
• Fees and costs: Polar agreed to a $500,000 commitment fee (paid via Roth withholding 10% of each purchase until withheld amount equals $500,000), $100,000 legal fee reimbursement due on execution, up to $7,500 per fiscal quarter for bring‑downs, and up to $50,000 to the qualified independent underwriter.

Why It Matters
This agreement provides Polar Power with a potentially large, flexible source of equity financing that the company can use for working capital and its DC power / power generation business. It also creates the potential for dilution if the company elects to sell shares (subject to Nasdaq share caps and price conditions). Importantly, sales are at the company’s discretion (not an obligation), and the facility only becomes usable after the registration statement is effective. Investors should watch for the Registration Statement becoming effective, any actual sales notices (timing and size), and any shareholder actions that could change the 19.99% issuance cap.