Polar Power, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on July 27, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Polar Power, Inc.

(Exact name of Registrant as specified in its charter)

249 E. Gardena Blvd.

Gardena, California 90248

(310) 830-9153

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Arthur D. Sams

President and Chief Executive Officer

Polar Power, Inc.

249 E. Gardena Blvd.

Gardena, California 90248

(310) 830-9153

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to*:***

Mitchell Nussbaum, Esq. ****

Holt Goddard, Esq. ****

Xiaoqin “Sherry” Li, Esq.

**** Loeb & Loeb LLP

**** 345 Park Avenue ****

New York, New York 10154

**** Phone: (212) 407-4000 ****

Fax: (212) 407-4990

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

POLAR POWER, INC.

Up to 18,341,893 Shares of Common Stock

This prospectus relates to the offer and resale from time to time by Roth Principal Investments, LLC (“Roth Principal Investments” or the “Selling Stockholder”) of up to 18,341,893 shares of our common stock, par value $0.0001 per share (“Common Stock”), that we may, in our sole discretion, elect to issue and sell to the Selling Stockholder from time to time under a Common Stock Purchase Agreement, dated July 27, 2026, between us and the Selling Stockholder (the “Purchase Agreement”), establishing a committed equity facility (the “Committed Equity Facility”). The number of shares registered hereby has been determined by us and does not necessarily reflect the number of shares we will actually issue and sell under the Purchase Agreement, which depends on the market price of our Common Stock at the time of each sale, our election to deliver purchase notices, and the limitations described in this prospectus, including the Exchange Cap (as defined below”), the 4.99% beneficial ownership limitation and the number of shares of Common Stock we have authorized and available for issuance. See “The Committed Equity Facility,” “Selling Stockholder” and “Risk Factors.”

We are not selling any securities under this prospectus and will not receive any proceeds from the resale of shares of Common Stock by the Selling Stockholder. We may, however, receive up to $25.0 million in aggregate gross proceeds from sales of Common Stock that we elect to make to the Selling Stockholder under the Purchase Agreement from time to time, before deducting up to $500,000 for a cash commitment fee payable to the Selling Stockholder and our other offering expenses. See “Use of Proceeds.”

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “POLA.” On July 24, 2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $1.45 per share.

The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock covered by this prospectus in a number of different ways and at varying prices. The shares of Common Stock that we may issue and sell to the Selling Stockholder under the Purchase Agreement will be purchased at a discount to the volume-weighted average price of our Common Stock for the applicable purchase period, 3.0% for market open purchases and intraday purchases, and 5.0% for pre-market and post-market (extended hours) purchases. Roth Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). See “Plan of Distribution (Conflict of Interest).”

Roth Principal Investments is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and FINRA member that is expected to act as the executing broker for resales of our Common Stock by Roth Principal Investments in this offering. Because Roth Principal Investments will receive all of the net proceeds from such resales, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Accordingly, this offering is being conducted in compliance with FINRA Rule 5121, and Digital Offering, LLC (“Digital Offering”) has agreed to act as the “qualified independent underwriter” within the meaning of Rule 5121. See “Plan of Distribution (Conflict of Interest).”

We are a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. See “Prospectus Summary—Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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