Current Report Filing (8-k)
15 May 2017 - 8:12PM
Edgar (US Regulatory)
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)
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March 21, 2017
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POLAR POWER, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-37960
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33-0479020
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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240 E. Gardena Boulevard
Gardena, California
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90248
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(310) 830-9153
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(Former name or former address, if changed since last report)
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry
Into a Material Definitive Agreement
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On March 21,
2017, Polar Power, Inc. (the “Company”) entered into a Business Loan Agreement, Relationship Ready Credit
Agreement and Assignment of Deposit Account with Citibank, N.A. for a revolving credit facility for an aggregate amount of up
to $1,000,000. The credit facility will expire at such time the parties mutually agree to terminate the credit facility or at
the election of the lender. Interest accrues on the principal amount of revolving loans outstanding under the credit facility
at a rate equal to the greater of (i) the prime rate of interest as published by Citibank, or (ii) the one-month London
Interbank Offered Rate plus 2.0%. Amounts outstanding from time to time under the credit facility are due and payable monthly
in an amount equal to the greater of 2.0% of the outstanding principal balance or $100, plus accrued interest. Upon the
termination of the credit facility, any amounts owed under the credit facility will be payable by the Company in 48 equal
consecutive monthly installments of principal, together with accrued monthly interest and any other charges beginning the
first calendar month after the date of cancellation. The credit facility is also subject to an annual finance charge of
$2,500, which amount has been waived for the first year. The credit facility is secured by a Certificate of Deposit
(restricted cash) account opened by the Company with Citibank in the amount of $1,000,000.
The Company’s
credit facility contains negative covenants prohibiting it from (i) creating or permitting to exist any liens, security interests
or other encumbrances on the Company’s assets, (ii) engaging in any business activities substantially different than those
in which the Company is presently engaged, (iii) ceasing operations, liquidating, merging, transferring, acquiring or consolidating
with any other entity, changing its name, dissolving or transferring or selling collateral out of the ordinary course of business,
or (iv) paying dividends on the Company’s capital stock (other than dividends payable in stock).
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Item 2.02
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Results
of Operations and Financial Condition.
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On April 28, 2017, the
Company issued a press release announcing certain results of operations for the three months ended March 31, 2017. A copy of the
press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished
in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K is not incorporated by
reference into any filings of Polar Power, Inc. made under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing
unless specifically stated so therein.
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On March 21, 2017, the
Company entered into
a Business Loan Agreement, Relationship Ready Credit Agreement and Assignment
of Deposit Account with Citibank, N.A. for a revolving credit facility for an aggregate amount of up to $1,000,000
, as described
above under Item 1.01. The disclosures regarding the
Business Loan Agreement, Relationship Ready
Credit Agreement and Assignment of Deposit Account
contained above under Item 1.01 are incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits.
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Number
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Description
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10.1
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Business Loan Agreement, dated March 21, 2017, by and between Polar Power, Inc. and Citibank, N.A.(#)
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10.2
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Relationship Ready Credit Agreement, dated March 21, 2017, by and between Polar Power, Inc. and Citibank, N.A.(#)
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10.3
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Assignment of Deposit Account, dated March 21, 2017, by and between Polar Power, Inc. and Citibank, N.A.(#)
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99.1
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Press Release dated April 28, 2017
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(#)
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Certain of the agreements filed as exhibits to this report contain representations and warranties
made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact,
but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties
as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.
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SIGNATURE
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: May 15, 2017
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POLAR POWER, INC.
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By:
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/S/ ARTHUR D. SAMS
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Arthur D. Sams
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President, Chief Executive Officer
and Secretary
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EXHIBITS FILED
WITH THIS REPORT
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Number
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Description
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10.1
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Business Loan Agreement, dated March 21, 2017, by and between Polar Power, Inc. and Citibank, N.A.
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10.2
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Relationship Ready Credit Agreement, dated March 21, 2017, by and between Polar Power, Inc. and Citibank, N.A.
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10.3
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Assignment of Deposit Account, dated March 21, 2017, by and between Polar Power, Inc. and Citibank, N.A.
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99.1
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Press Release dated April 28, 2017
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