Polar Power, Inc.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

249 E. Gardena Boulevard

Gardena, California 90248

September 16, 2026

Dear Fellow Stockholder:

We cordially invite you to attend the 2026 annual meeting (“Annual Meeting”) of stockholders of Polar Power, Inc., which will be held at 10:00 a.m., local time, on Wednesday, October 14, 2026 at our corporate headquarters at 249 E. Gardena Boulevard, Gardena, California 90248. All stockholders of record at the close of business on September 9, 2026 are entitled to vote at the Annual Meeting. The formal meeting notice and Proxy Statement are attached.

At the Annual Meeting, stockholders will be asked to (i) elect six directors; (ii) ratify the appointment of Weinberg & Company, P.A. to serve as our independent registered public accounting firm for the year ending December 31, 2026; (iii) approve, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of shares of common stock (or securities convertible into or exercisable for common stock), in one or more non-public financing transactions, in an aggregate amount exceeding 19.99% of the Company’s outstanding common stock or voting power, at a price that may be below the Minimum Price (as defined in Nasdaq rules); (iv) approve an amendment to our Certificate of Incorporation (the “Charter”), in substantially the form attached to the accompanying proxy statement as Appendix A, to allow our Board of Directors to effect, in its discretion prior to December 31, 2027, a reverse stock split of all of our issued and outstanding common stock, at a specific ratio, ranging from one-for-three to one-for-twenty (the “Approved Split Ratios”), with the timing and ratio to be determined by the Board if effected (the “Reverse Split”); (v) approve, on an advisory basis, the compensation of our named executive officers; (vi) approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation; and (vii) approve a proposal to grant discretionary authority to the Chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposals (iii) and (iv). In addition, stockholders will transact any other business that may properly come before the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting and we urge you to vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote electronically over the Internet or by email, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. Timely voting by any of these methods will ensure your representation at the Annual Meeting.

For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of our capital stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership.

We look forward to seeing you on October 14, 2026.

Sincerely,

/s/ Arthur D. Sams

Arthur D. Sams

Chairman of the Board, President,

Chief Executive Officer and Secretary

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD OCTOBER 14, 2026

NOTICE IS HEREBY GIVEN that the 2026 annual meeting (“Annual Meeting”) of stockholders of Polar Power, Inc., a Delaware corporation, will be held at 10:00 a.m., local time, on Wednesday, October 14, 2026 at our corporate headquarters at 249 E. Gardena Boulevard, Gardena, California 90248, for the following purposes, as more fully described in the Proxy Statement accompanying this notice:

In addition, stockholders will transact any other business that may properly come before the Annual Meeting.

Holders of our outstanding shares of our common stock and our Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”) as of the record date, September 9, 2026, present in person or represented by proxy at the Annual Meeting are entitled to vote together as a single class on each matter presented at the Annual Meeting, except Proposal Three. Holders of our outstanding shares of Series A Preferred are not entitled to vote any such shares they hold, including on an as-converted-to-common-stock basis, on the Proposal Three.

We cordially invite all stockholders to attend the Annual Meeting in person. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. As an alternative to voting in person at the Annual Meeting, you can vote your shares electronically over the Internet, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. For detailed information regarding voting instructions, please refer to the section entitled “How do I vote?” on page 3 of the Proxy Statement.

For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of our capital stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership.

By Order of the Board of Directors,

/s/ Arthur D. Sams

Arthur D. Sams

Chairman of the Board, President,

Chief Executive Officer and Secretary

Gardena, California

September 16, 2026

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTION ELECTRONICALLY OVER THE INTERNET OR BY EMAIL, OR IF YOU RECEIVE A PAPER PROXY CARD OR VOTING INSTRUCTION FORM, YOU MAY MAIL THE COMPLETED PROXY CARD OR VOTING INSTRUCTION FORM IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

PROXY STATEMENT

FOR THE 2026 annual meeting OF STOCKHOLDERS

OCTOBER 14, ** 2026**

TABLE OF CONTENTS

249 E. Gardena Boulevard

Gardena, California 90248

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS