エドガーで原本を確認する
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): November 11, 2024
POLAR POWER, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-37960 | 33-0479020 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
249 E. Gardena Boulevard, Gardena, California 90248
(Address of Principal Executive Offices) (Zip Code)
(310) 830-9153
(Registrant’s telephone number, including area code)
N/A
(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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 2.02 Results of Operations and Financial Condition.
On November14, 2024, Polar Power, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 annual meeting of stockholders (the “Annual Meeting”) of the Company was held on November 11, 2024, after being duly adjourned by the chairman of the Annual Meeting. The following proposals were approved at the Annual Meeting by the votes indicated:
Proposal One: To elect four directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. The nominees for election are Arthur D. Sams, Keith Albrecht, Michael G. Field and Katherine Koster.
The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified:
| Name |
Total Votes for Director |
Total Votes Withheld from Director |
Total Broker Non-Votes |
|||||||||
| Arthur D. Sams | 6,429,532 | 680,830 | 4,244,377 | |||||||||
| Keith Albrecht | 6,460,519 | 649,843 | 4,244,377 | |||||||||
| Michael G. Field | 6,493,892 | 616,470 | 4,244,377 | |||||||||
| Katherine Koster | 6,457,126 | 653,236 | 4,244,377 | |||||||||
Proposal Two: To ratify the appointment of Weinberg & Company, P.A., as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Total Votes | ||||
| For | 10,446,438 | |||
| Against | 233,741 | |||
| Abstain | 674,561 | |||
| Broker Non-Votes | N/A | |||
Proposal Three: To approve an amendment to the Company’s Certificate of Incorporation (the “Charter”), in substantially the form attached to the proxy statement as Appendix A (the “Reverse Split Charter Amendment”) to allow the Company’s Board of Directors to effect, in its discretion prior to December 31, 2024, a reverse stock split of all of our issued and outstanding common stock, par value $0.0001 per share, at a specific ratio, ranging from one-for-three (1:3) to one-for-twenty (1:20) (the “Approved Split Ratios”), with the timing and ratio to be determined by the Board if effected (the “Reverse Split”).
| Total Votes | ||||
| For | 10,170,294 | |||
| Against | 573,388 | |||
| Abstain | 611,053 | |||
| Broker Non-Votes | N/A | |||
Proposal Four: To 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 Proposal 3.
| Total Votes | ||||
| For | 6,403,960 | |||
| Against | 121,058 | |||
| Abstain | 585,343 | |||
| Broker Non-Votes | 4,244,378 | |||
Item 7.01 Regulation FD Disclosure.
The information contained in Item 2.02 is incorporated herein by reference.
The information contained in Items 2.02 and Item 7.01 (including Exhibit 99.1) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| No. | Description | |
| 99.1 | Press release issued by Polar Power, Inc. dated November14, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: November 14, 2024
| POLAR POWER, INC. | ||
| By: | /s/ Arthur D. Sams | |
| Arthur D. Sams President, Chief Executive Officer and Secretary | ||
Exhibit 99.1
Polar Power Reports Third Quarter 2024 Financial Results
GARDENA, CA – November 14, 2024 – Polar Power, Inc. (“Polar Power” or the “Company”) (NASDAQ: POLA), a global provider of prime, backup, and solar hybrid DC power solutions, reports its financial results for the third quarter of 2024.
Q3 2024 Financial Highlights
| ● | Net sales were $4.9 million, representing the third consecutive quarter of sequential sales improvement and a year-over-year quarterly improvement of 157% |
| ● | Gross profit of $1.4 million, or 29% of sales, represents a positive swing of approximately $1.5 million compared to a gross loss of $108,000 in the same period last year |
| ● | Operating expenses of $1.4 million compared favorably to $1.6 million in the third quarter of 2023 |
| ● | Net income of $13,000, or $0.00 per basic and diluted share, represents an increase of $1.9 million compared to a net loss of $1,844,000, or ($0.14) per basic and diluted share, in the same period in 2023 |
| ● | Working capital of $10.1 million as of September 30, 2024, included $15.0 million in inventory |
| ● | Backlog at September 30, 2024 was $3.1 million |
Arthur Sams, CEO of Polar Power, commented, “Our financial results in the third quarter reflect steady progress and a continued recovery in our top-line and the second consecutive quarter of inflection from losses into profitability. While we continue to see recovering order volumes from our tier 1 telecom customers, we are also diversifying our revenue base and have orders and sales coming from a broader range of both end-markets and geographic markets.
“We have several telecommunications customers in the South Pacific region purchasing our DC generators to develop the telecommunications infrastructure in that region. We believe the implementation and ongoing development of broadband networks, along with programs to develop the telecommunications infrastructure in rural and underdeveloped countries, will continue to fuel our growth in the telecommunications market over the next five to ten years. Along with increased international sales, military sales also increased in the third quarter, and both developments positively impacted our margins.
“Our focus continues to be on converting our sales pipeline into purchase orders, and we are particularly encouraged by opportunities with some large overseas deals. We continue to take steps to foster our recent operational and financial momentum as we head into 2025.
“Lastly, on an administrative matter, we are taking steps to regain Nasdaq compliance with respect to continued listing requirements and plan to effect a reverse stock split that we believe should address our current deficiency while maintaining our Nasdaq listing throughout the process,” concluded Mr. Sams.
About Polar Power, Inc.
Polar Power (NASDAQ: POLA) is pioneering technological changes that radically change the production, consumption, and environmental impact of power generation and is a leading provider of DC advanced power and cooling systems, pioneering innovations across diverse industrial applications. Its product portfolio, known for innovation, durability, and efficiency, presently includes standard products for telecom, military, renewable energy, marine, automotive, residential, commercial, oil field and mining applications. Polar Power’s systems can be configured to operate on any energy source including photovoltaics, diesel, LPG (propane and butane), and renewable fuels.
Polar Power’s telecom power solutions offer significant cost savings with installation, permitting, site leases, and operation. Its military solutions provide compact, lightweight, fuel efficient, reliable power solutions for robotics, drone, communications, hybrid propulsion, and other applications. Its mobile rapid battery charging technology enables on-demand roadside charging for electric vehicles. Its combined heat and power (CHP) residential systems offer innovative vehicle charging and integrated home power systems via natural gas or propane feedstocks, optimizing performance and system costs. Polar Power’s micro / nano grid solutions provide lower cost energy in “bad-grid or no-grid” environments. Its commitment to technological advancement extends to hybrid propulsion systems for marine and specialty vehicles, ensuring efficiency, comfort, reliability, and cost savings.
For more information, please visit www.polarpower.com. or follow us on www.linkedin.com/company/polar-power-inc/.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This news release contains certain statements of a forward-looking nature relating to future events or future business performance. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. With the exception of historical information, the matters discussed in this press release including, without limitation, Polar Power’s belief that orders from its telecom customers will continue to materialize; Polar Power’s expectations that its planned investment in sales and marketing will accelerate sales growth, and managing operating expenses should enable both top- and bottom-line improvements throughout 2024 are forward-looking statements and considerations that involve a number of risks and uncertainties. The actual future results of Polar Power could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to, adverse domestic and foreign economic and market conditions, including demand for its Summit Series, 27 kW DC generator product line; trade tariffs on raw materials; changes in domestic and foreign governmental regulations and policies; the impact of inflation and changing prices on raw materials; supply chain constraints causing significant delays in sourcing raw materials; labor shortages as a result of the pandemic, low unemployment rates, or other factors limiting the availability of qualified workers; and other events, factors and risks. It undertakes no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond Polar Power’s control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in Polar Power’s reports filed with the Securities and Exchange Commission.
Media and Investor Relations:
CoreIR
Peter Seltzberg, SVP Investor Relations and Corporate Advisory
+1 212-655-0924
ir@polarpowerinc.com
www.CoreIR.com
Company Contact:
Polar Power, Inc.
249 E. Gardena Blvd.
Gardena, CA 90248
Tel: 310-830-9153
ir@polarpowerinc.com
www.polarpower.com
POLAR POWER, INC.
CONDENSED BALANCE SHEETS
(in thousands, except share and per share data)
| September 30, 2024 | December 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 498 | $ | 549 | ||||
| Accounts receivable | 2,949 | 1,676 | ||||||
| Inventories | 15,029 | 16,522 | ||||||
| Prepaid expenses | 171 | 455 | ||||||
| Employee retention credit receivable | — | 2,000 | ||||||
| Income taxes receivable | — | 787 | ||||||
| Total current assets | 18,647 | 21,989 | ||||||
| Other assets: | ||||||||
| Operating lease right-of-use assets, net | 1,944 | 2,818 | ||||||
| Property and equipment, net | 217 | 344 | ||||||
| Deposits | 108 | 108 | ||||||
| Total assets | $ | 20,916 | $ | 25,259 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 346 | $ | 1,762 | ||||
| Customer deposits | 750 | 1,618 | ||||||
| Accrued liabilities and other current liabilities | 1,171 | 1,151 | ||||||
| Line of credit | 4,661 | 4,238 | ||||||
| Notes payable-related party, current portion | 265 | 257 | ||||||
| Notes payable, current portion | — | 64 | ||||||
| Operating lease liabilities, current portion | 1,322 | 1,124 | ||||||
| Total current liabilities | 8,515 | 10,214 | ||||||
| Operating lease liabilities, net of current portion | 840 | 1,856 | ||||||
| Total liabilities | 9,355 | 12,070 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding | — | — | ||||||
| Common stock, $0.0001 par value, 50,000,000 shares authorized, 17,579,089 shares issued and 17,561,612 shares outstanding on September 30, 2024, and December 31, 2023 | 2 | 2 | ||||||
| Additional paid-in capital | 38,886 | 38,886 | ||||||
| Accumulated deficit | (27,287 | ) | (25,659 | ) | ||||
| Treasury Stock, at cost (17,477 shares) | (40 | ) | (40 | ) | ||||
| Total stockholders’ equity | 11,561 | 13,189 | ||||||
| Total liabilities and stockholders’ equity | $ | 20,916 | $ | 25,259 | ||||
POLAR POWER, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
|
Three Months Ended September 30, |
Nine months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net Sales | $ | 4,914 | $ | 1,911 | $ | 11,348 | $ | 11,688 | ||||||||
| Cost of Sales | 3,490 | 2,019 | 8,494 | 9,566 | ||||||||||||
| Gross profit (loss) | 1,424 | (108 | ) | 2,854 | 2,122 | |||||||||||
| Operating Expenses | ||||||||||||||||
| Sales and marketing | 252 | 274 | 746 | 917 | ||||||||||||
| Research and development | 172 | 299 | 586 | 983 | ||||||||||||
| General and administrative | 960 | 992 | 3,001 | 3,240 | ||||||||||||
| Total operating expenses | 1,384 | 1,565 | 4,333 | 5,140 | ||||||||||||
| Income (loss) from operations | 40 | (1,673 | ) | (1,479 | ) | (3,018 | ) | |||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expense and finance costs | (153 | ) | (171 | ) | (496 | ) | (375 | ) | ||||||||
| Other Income (expense), net | 126 | — | 347 | — | ||||||||||||
| Total other income (expenses), net | (27 | ) | (171 | ) | (149 | ) | (375 | ) | ||||||||
| Net income (loss) | $ | 13 | $ | (1,844 | ) | $ | (1,628 | ) | $ | (3,393 | ) | |||||
| Net income (loss) per share – basic and diluted | $ | 0.00 | $ | (0.14 | ) | $ | (0.09 | ) | $ | (0.26 | ) | |||||
| Weighted average shares outstanding, basic and diluted | 17,561,612 | 12,949,550 | 17,561,612 | 12,949,550 | ||||||||||||
POLAR POWER, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOW
(in thousands)
|
Nine months Ended September 30, |
||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (1,628 | ) | $ | (3,393 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 146 | 309 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (1,273 | ) | 648 | |||||
| Employee retention credit | 2,000 | — | ||||||
| Inventories | 1,492 | (3,695 | ) | |||||
| Prepaid expenses | 284 | 1,687 | ||||||
| Deposits | — | (15 | ) | |||||
| Income tax receivable | 787 | — | ||||||
| Operating lease right-of-use asset | 874 | (2,863 | ) | |||||
| Accounts payable | (1,416 | ) | 1,758 | |||||
| Customer deposits | (868 | ) | (406 | ) | ||||
| Accrued expenses and other current liabilities | 20 | (53 | ) | |||||
| Operating lease liability | (818 | ) | 2,939 | |||||
| Net cash used in operating activities | (400 | ) | (3,084 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of property and equipment | (18 | ) | (194 | ) | ||||
| Net cash used in investing activities | (18 | ) | (194 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from advances from credit facility | 423 | 3,310 | ||||||
| Proceeds from notes payable, related party | 8 | 233 | ||||||
| Repayment of notes payable | (64 | ) | (180 | ) | ||||
| Net cash provided by financing activities | 367 | 3,363 | ||||||
| Increase (decrease) in cash and cash equivalents | (51 | ) | 85 | |||||
| Cash and cash equivalents, beginning of period | 549 | 211 | ||||||
| Cash and cash equivalents, end of period | $ | 498 | $ | 296 | ||||