Polar Power, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on August 24, 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 8,488,774 Shares of Common Stock

This prospectus relates to the offer and resale from time to time by the Selling Stockholders named herein (the “Selling Stockholders”) of up to 8,488,774 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”). Certain of the Selling Stockholders will be selling Shares to be issued to them pursuant to their conversion of certain convertible notes or preferred stock or their exercise of certain warrants. The exact number of shares of our Common Stock that may be issued to Selling Shareholders pursuant to the convertible notes and preferred stock is not currently determinable because the applicable conversion prices are variable and are determined by reference to the market price of our Common Stock at the time of conversion. The number of shares set forth in this prospectus is an estimate determined by us and does not necessarily reflect the number of shares that will actually be issued or resold. See “Risk Factors”

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. However, certain of the Selling Stockholders may acquire the Shares they are selling in this offering through their exercise of warrants, and we would receive the proceeds of any exercise of the warrants to the extent they are exercised for cash. See “Use of Proceeds.”

The Selling Stockholders may offer and sell the shares of Common Stock from time to time at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may sell shares through agents, broker-dealers, or underwriters, or directly to purchasers. For additional information on the methods of sale that may be used by the Selling Stockholders, see “Plan of Distribution.”

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “POLA.” On August 21, 2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $1.50 per share.

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 August , 2026.

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