Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2026, Polar Power, Inc. (the "Company") entered into a series of agreements with each of CL Investment Group LLC ("CL Investment") and LU2 Holdings LLC ("LU2" and, together with CL Investment, the "Investors" and each an "Investor"), providing for the issuance and sale to the Investors of shares of the Company's Series A Convertible Preferred Stock and warrants to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). By their terms, the agreements became effective, and the closing thereunder was consummated, on the date that each of the closing conditions had been satisfied, which occurred on August 5, 2026 (the "Closing"). The transactions constitute a subsequent closing under the Company's previously designated Series A Convertible Preferred Stock, following the initial closings previously disclosed by the Company.

Securities Purchase Agreements - Convertible Preferred Stock

On July 29, 2026, the Company entered into a Securities Purchase Agreement with CL Investment (the "CL Purchase Agreement") and a separate Securities Purchase Agreement with LU2 (the "LU2 Purchase Agreement," and together with the CL Purchase Agreement, the "Purchase Agreements"), in each case for the issuance and sale of shares of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share (the "Convertible Preferred"), and certain common stock purchase warrants (the "Warrants").

The Convertible Preferred was previously established as a series of the Company's preferred stock pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the "COD"), which, the Company filed with the Secretary of State of the State of Delaware on July 10, 2026, and which was corrected by a Certificate of Correction filed on July 24, 2026. The COD designates 25,000 shares of Convertible Preferred, having a stated value of $1,000 per share (the "Stated Value"). Immediately prior to the transactions described herein, 500 shares of Convertible Preferred were issued and outstanding. Pursuant to the COD, the Convertible Preferred bears a dividend that accrues monthly at a rate of 10% per annum and is convertible into shares of Common Stock (the "Preferred Conversion Shares") at the Market Conversion Price. The "Market Conversion Price" is equal to 90% of the lowest volume-weighted average price of the Common Stock for the seven consecutive trading days immediately preceding the applicable conversion date, but not less than the floor price set forth in the COD.

Pursuant to the CL Purchase Agreement, the Company agreed to issue and sell to CL Investment, and CL Investment agreed to purchase from the Company, 833 shares of Convertible Preferred (representing an aggregate Stated Value of $833,000) at a purchase price equal to 90% of the Stated Value, for an aggregate subscription amount of $749,700. Pursuant to the LU2 Purchase Agreement, the Company agreed to issue and sell to LU2, and LU2 agreed to purchase from the Company, 278 shares of Convertible Preferred (representing an aggregate Stated Value of $278,000) at a purchase price equal to approximately 90% of the Stated Value, for an aggregate subscription amount of $250,000. At the Closing on August 5, 2026, the Company issued an aggregate of 1,111 shares of Convertible Preferred to the Investors, for aggregate gross proceeds to the Company of $999,700, before deducting fees and expenses. After giving effect to these issuances, 1,611 shares of Convertible Preferred were issued and outstanding.

Pursuant to the Purchase Agreements, the Company also agreed to issue to each Investor Warrants entitling the Investor to purchase a number of shares of Common Stock (the "Warrant Shares") equal to 50% of such Investor's subscription amount divided by the exercise price of the Warrants, at an exercise price determined as provided in, and subject to adjustment as set forth in, the Warrants. At the Closing on August 5, 2026, the Company issued to CL Investment a Warrant to purchase 227,182 Warrant Shares at an exercise price of $1.65 per share, and issued to LU2 a Warrant to purchase 75,758 Warrant Shares at an exercise price of $1.65 per share. Each Warrant is exercisable at any time on or after the date of issuance and expires on the third anniversary of the date of issuance, and provides for cashless exercise under the circumstances set forth therein. The Warrants, together with conversions of the Convertible Preferred, are subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock.

The CL Purchase Agreement and the LU2 Purchase Agreement are substantially identical in form, as are the Warrants issued to the Investors and the Registration Rights Agreements described below. In accordance with Instruction 2 to Item 601 of Regulation S-K, the Company is filing the form of each such agreement, and the material details in which the executed agreements differ are set forth in Item 1.01 of this Current Report and summarized in the table below: