Polar Power, Inc. (POLA): CEO Chris Mayer appointed

Events in this filing

Item 5.02 as filed

Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 6, 2026, the Board of Directors (the “ Board ”) of Polar Power, Inc. (the “ Company ”) approved,
by unanimous written consent, a new leadership structure for the Company (the “ Leadership Structure ”), under which
Chris Mayer was appointed to serve as Co-Chief Executive Officer of the Company, effective October 6, 2026, and Arthur D. Sams, the Company’s
current President and Chief Executive Officer, will continue to serve as Co-Chief Executive Officer and President of the Company.
Under
the Leadership Structure, Mr. Mayer is responsible for the Company’s corporate strategy and growth, consolidated financial performance,
budgeting and profitability, fundraising, investor relations and capital markets, capital allocation and strategic investments, and Board
communication. Mr. Sams is responsible for the Company’s operations, including product and technology leadership, engineering,
product development, manufacturing operations, supply chain and quality, customer relationships, new product commercialization and day-to-day
operating performance. Product and technology strategy, and sales and customer relations, will be developed collaboratively by the Co-Chief
Executive Officers. Where the Co-Chief Executive Officers jointly manage a matter, or where there is a dispute as to responsibility for
a matter, the Board will determine the management of that matter.
Mr.
Mayer, age 30, has been the President and Chief Executive Officer of CM Capital Management, LLC since August 2023, the Chief Executive
Officer of CM Fabrication, LLC since June 2024 and the Chief Executive Officer of Windows Distillery, LLC since October 2021. He was
the SVP in sales and manufacturing of HydroFarm Holdings Group Inc. from November 2021 to May 2024. Mr. Mayer is also a director of various
private business entities, including but not limited to CM Capital Management, LLC, CM Fabrication, LLC and Windows Distillery, LLC.
Mr.
Mayer is the managing member of CL Investment Group LLC (“ CL Investment ”), and has the voting and dispositive authority
over the Company’s securities owned by CL Investment. Each of Mr. Mayer and Lewis Wilks, a director of the Company, owns 50% of
CL Investment.
As
previously disclosed, on July 29, 2026, the Company entered into a security purchase agreement with CL Investment, that included a right
of CL Investment to designate one person for appointment or election to serve on the Board, and CL Investment designated Lewis Wilks
to be so elected. On August 5, 2026, the Company issued and sold 833 shares of Series A Convertible Preferred Stock, par value $0.0001
per share, along with warrants to purchase 227,182 shares of common stock, par value $0.0001 per share (the “ Common Stock ”),
to CL Investment. On August 28, 2026, the Company issued and sold a convertible promissory note, in an aggregate principal amount of
$82,500, to CL Investment for aggregate consideration of $75,000. The beneficial ownership limitation of 9.99% applies to all conversions
of the securities owned by CL Investment. The aggregate number of shares of Common Stock that would be issued to CL Investment as well
as permitted to vote or be converted by CL Investment would not exceed 19.99% of the Company’s outstanding shares of Common Stock
unless and until the Company has obtained the stockholder approval.
There
are no arrangements or understandings between Mr. Mayer and any other person pursuant to which he was appointed as an officer of the
Company. There are no family relationships between Mr. Mayer and any director or executive officer of the Company.
The
Company has not entered into any compensatory arrangement with Mr. Mayer in connection with his appointment. Mr. Sams’ compensation
will not change in connection with the Leadership Structure.