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):  May 4, 2020  

 

POLAR POWER, INC.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-37960   33-0479020
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)

 

249 E. Gardena Boulevard,    
Gardena, California   90248
(Address of Principal Executive Offices)   (Zip Code)
     
Registrant’s Telephone Number, Including Area Code:   (310) 830-9153

 

 

(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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 4, 2020, Polar Power, Inc., a Delaware corporation (the “Company”), entered into a paycheck protection program loan note (the “SBA Loan”) dated as of May 4, 2020 with Citibank, N.A. under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) pursuant to the Paycheck Protection Program (the “PPP”), which is administered by the U.S. Small Business Administration. The Company received total proceeds of approximately $1.71 million from the SBA Loan. The SBA Loan is scheduled to mature on May 4, 2022, bears interest at a rate of 1.00% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act.

Pursuant to the CARES Act and the PPP, all or a portion of the principal amount of the SBA Loan is subject to forgiveness so long as, over the eight-week period following the receipt by the Company of the proceeds of the SBA Loan, the Company uses those proceeds for payroll costs, payment on rent obligations, utility costs, and costs of certain employee benefits as per Section 1106 of the CARES Act. The Company expects to use the proceeds of the SBA Loan in a manner that will qualify for complete forgiveness of the SBA Loan but cautions that there can be no assurance that all or any portion of the SBA Loan will be forgiven.

In accordance with the requirements of the CARES Act and consistent with the PPP’s purpose to keep employees on payroll, the Company will use the proceeds from the SBA Loan primarily for payroll costs associated with the Company’s operations. In doing so, the Company believes that the proceeds from the SBA Loan will allow the Company to bring back some or all of its recently furloughed employees to work and assist the team members currently running essential business operations.

The description of the SBA Loan does not purport to be complete and is qualified in its entirety by reference to the SBA Loan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

 

  Number Description
  10.1 Paycheck Protection Program Loan Note by Polar Power, Inc. in favor of Citibank, N.A. dated May 4, 2020 (*)

 

(*) 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.

 

2

 

 

SIGNATURE

 

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 8, 2020 POLAR POWER, INC.
   
  By: /s/ Arthur D. Sams
    Arthur D. Sams,
    President, Chief Executive Officer and Secretary

 

3

 

Polar Power (NASDAQ:POLA)
Historical Stock Chart
From Jun 2020 to Jul 2020 Click Here for more Polar Power Charts.
Polar Power (NASDAQ:POLA)
Historical Stock Chart
From Jul 2019 to Jul 2020 Click Here for more Polar Power Charts.