Polar Power Inc美股招股说明书(2026-08-07版)

POLAR POWER, INC. Up to 18,341,893 Shares of Common Stock This prospectus relates to the offer and resale from time to time by Roth Principal Investments, LLC (“Roth Principal Investments” orthe “Selling Stockholder”) of up to 18,341,893 shares of our common stock, par value $0.0001 per share (“Common Stock”), that wemay, in our sole discretion, elect to issue and sell to the Selling Stockholder from time to time under a Common Stock PurchaseAgreement, dated July 27, 2026, between us and the Selling Stockholder (the “Purchase Agreement”), establishing a committed equityfacility (the “Committed Equity Facility”). The number of shares registered hereby has been determined by us and does not necessarilyreflect the number of shares we will actually issue and sell under the Purchase Agreement, which depends on the market price of ourCommon Stock at the time of each sale, our election to deliver purchase notices, and the limitations described in this prospectus,including the Exchange Cap (as defined below”), the 4.99% beneficial ownership limitation and the number of shares of CommonStock we have authorized and available for issuance. See “The Committed Equity Facility,” “Selling Stockholder” and “Risk Factors.” We are not selling any securities under this prospectus and will not receive any proceeds from the resale of shares of Common Stockby the Selling Stockholder. We may, however, receive up to $25.0 million in aggregate gross proceeds from sales of Common Stockthat we elect to make to the Selling Stockholder under the Purchase Agreement from time to time, before deducting up to $500,000 fora cash commitment fee payable to the Selling Stockholder and our other offering expenses. See “Use of Proceeds.” Our Common Stock is listed on the Nasdaq Capital Market under the symbol “POLA.” On July 24, 2026, the last reported sale price ofour Common Stock on the Nasdaq Capital Market was $1.45 per share. The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock covered by this prospectus in a number ofdifferent ways and at varying prices. The shares of Common Stock that we may issue and sell to the Selling Stockholder under thePurchase Agreement will be purchased at a discount to the volume-weighted average price of our Common Stock for the applicablepurchase period, 3.0% for market open purchases and intraday purchases, and 5.0% for pre-market and post-market (extended hours)purchases. Roth Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, asamended (the “Securities Act”). See “Plan of Distribution (Conflict of Interest).” Roth Principal Investments is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and FINRA member thatis expected to act as the executing broker for resales of our Common Stock by Roth Principal Investments in this offering. BecauseRoth Principal Investments will receive all of the net proceeds from such resales, RCP is deemed to have a “conflict of interest” withinthe meaning of FINRA Rule 5121. Accordingly, this offering is being conducted in compliance with FINRA Rule 5121, and DigitalOffering, LLC (“Digital Offering”) has agreed to act as the “qualified independent underwriter” within the meaning of Rule 5121. See“Plan of Distribution (Conflict of Interest).” We are a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. See“Prospectus Summary—Implications of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus is August 6, 2026. TABLE OF CONTENTS About This Prospectus1Cautionary Note Regarding Forward-Looking Statements2Prospectus Summary3The Offering6Risk Factors7The Committed Equity Facility11Use of Proceeds16Determination of Offering Price16Dividend Policy16The Selling Stockholder17Description of Capital Stock18Plan of Distribution (Conflict of Interest)21Legal Matters23Experts23Where You Can Find More Information23Incorporation of Certain Information by Reference24 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or any free writing prospectus that we may authorize to bedelivered or made available to you. Neither we nor the Selling Stockholder has authorized any person to provide you with informationdifferent from or in addition to that contained in this