UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM 10-K/A

(Amendment
No. 1)



(Mark
One)

☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year
ended December 31, 2018



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition
period from ____________ to _____________



Commission
file number: 001-37960



Polar
Power, Inc.

(Exact
name of registrant as specified in its charter)



|Delaware                                                               |  | 33-0479020                                     
|---------------------------------------------------------------------- |  | -----------------------------------------------
|(State
    or other jurisdiction of
    incorporation or organization) |  | (I.R.S.
    Employer
    Identification Number)
|                                                                       |  |                                                
|249
    E. Gardena Blvd., Gardena, California                          |  | 90248                                          
|(Address
    of principal executive offices)                           |  | (Zip
    Code)                                 



Registrant’s
telephone number, including area code: (310) 830-9153



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class             |  | Name
    of each exchange on which each is registered
|----------------------------------- |  | -----------------------------------------------------
|Common
    Stock, $0.0001 par value |  | The
    NASDAQ Stock Market LLC                      



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ☒ No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company.” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large Accelerated Filer ☐ | Accelerated Filer ☐        
|------------------------- | ---------------------------
|Non-Accelerated Filer ☐   | Smaller Reporting Company ☒
|                          | Emerging Growth Company ☒  



If
an emerging growth company, indicate by check mark if the registrant 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. ☒



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒



The
aggregate market value of the registrant’s voting common equity held by non-affiliates as of the last business day of the
registrant’s most recently completed second quarter was $23,965,548.



The
number of shares outstanding of the Registrant’s common stock, $0.0001 par value, as of April 1, 2019 was 10,143,158.



The
number of shares outstanding of the Registrant’s common stock, $0.0001 par value, as of October 8, 2019 was 10,143,158.



DOCUMENTS INCORPORATED BY REFERENCE

None
















EXPLANATORY
NOTE

Polar
Power, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to its
original Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission
(the “SEC”) on April 1, 2019 (the “Original 2018 Form 10-K”) for the sole purpose of amending Item 15
of Part IV of the Original 2018 Form 10-K solely to include as exhibits the certifications required by Rule 13a-14(a) and 15d-14(a)
under the Securities Exchange Act of 1934, as amended. Because no financial statements are contained within this Form 10-K/A,
this Form 10-K/A does not include certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this
Form 10-K/A.



Except
as expressly stated, this Form 10-K/A does not amend, update or change any other items or disclosure in the Original 2018 Form
10-K or reflect events that occurred after the date of the Original 2018 Form 10-K. Therefore, this Form 10-K/A should be read
in conjunction with the Original 2018 Form 10-K and the Company’s other filings made with the SEC subsequent to the filing
of the Original 2018 Form 10-K.











Table
of Contents



|         |                                          | Page
|-------- | ---------------------------------------- | ----
|         | PART
    IV                              |     
|Item 15. | Exhibits, Financial Statement Schedules. | 1   











PART
IV



| | Item
                                         15. | Exhibits,
                                         Financial Statement Schedules.
| | ------------------------------------------------- | ---------------------------------------------------------------------------------

(a)(1)
Financial Statements



Reference
is made to the financial statements listed on and attached following the Index to Financial Statements contained on page F-1 of
the Company’s Original 2018 Form 10-K.



(a)(2)
Financial Statement Schedules



None.



(a)(3)
Exhibits



Reference
is made to the exhibits listed on the Index to Exhibits immediately following the signature page of this report.



1







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized on this 8th day of October, 2019.



| | POLAR
    POWER, INC.
| | ---------------------
| |                      
| | By:                  
| |                      
| |                      



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of
the registrant and in the capacities indicated on the dates indicated.



|Signature               |  | Title                                                                                                                         |  | Date               
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | -------------------
|                        |  |                                                                                                                               |  |                    
|/s/
    Arthur D. Sams  |  | Chief
    Executive Officer, President, Secretary and Chairman of the Board of Directors
    (principal executive officer)    |  | October
    8, 2019
|Arthur D. Sams          |  |                                                                                                                               | 
|                        |  |                                                                                                                               |  |                    
|/s/
    Luis Zavala     |  | Chief
                                         Financial Officer
        (principal financial and
        accounting officer) |  | October
    8, 2019
|Luis Zavala             |  |                                                                                                                               | 
|                        |  |                                                                                                                               |  |                    
|/s/
    Matthew Goldman |  | Director                                                                                                                      |  | October
    8, 2019
|Matthew Goldman         |  |                                                                                                                               |  |                    
|                        |  |                                                                                                                               |  |                    
|                        |  |                                                                                                                               |  |                    
|/s/
    Keith Albrecht  |  | Director                                                                                                                      |  | October
    8, 2019
|Keith Albrecht          |  |                                                                                                                               |  |                    
|                        |  |                                                                                                                               |  |                    
|/s/
    Peter Gross     |  | Director                                                                                                                      |  | October
    8, 2019
|Peter Gross             |  |                                                                                                                               |  |                    



2







INDEX
TO EXHIBITS



|                   |  | Where
    Located                                                                                                   
|------------------ |  | --------------------------------------------------------------------------------------------------------------------
|Exhibit
    Number |  | Description*                                                                                                        
|                   |  |                                                                                                                     
|3.1                |  | Certificate
    of Incorporation                                                                                    
|                   |  |                                                                                                                     
|3.2                |  | Bylaws                                                                                                              
|                   |  |                                                                                                                     
|10.1#              |  | Polar
    Power, Inc. 2016 Omnibus Incentive Plan and forms of agreements thereunder                                
|                   |  |                                                                                                                     
|10.2#              |  | Amended
    and Restated Executive Employment Agreement dated July 8, 2016 between the Registrant and Arthur D. Sams
|                   |  |                                                                                                                     
|10.3#              |  | Amended
    and Restated Executive Employment Agreement dated July 8, 2016 between the Registrant and Rajesh Masina 
|                   |  |                                                                                                                     
|10.4#              |  | Amended
    and Restated Executive Employment Agreement dated July 8, 2016 between the Registrant and Luis Zavala   
|                   |  |                                                                                                                     
|10.5#              |  | Form
    of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors       
|                   |  |                                                                                                                     
|10.
    6          |  | Loan
    and Security Agreement dated as of August 14, 2015 between the Registrant and Gibraltar Business Capital   
|                   |  |                                                                                                                     
|10.7               |  | Memorandum
    of Understanding dated as of December 30, 2014 between the Registrant and Richard J. Ulinski         
|                   |  |                                                                                                                     
|10.8               |  | Lease
    Agreement dated November 7, 2014 between the Registrant and Two Bros L.P.                                 
|                   |  |                                                                                                                     
|10.9               |  | Form
    of Representative’s Warrant                                                                                
|                   |  |                                                                                                                     
|10.10^             |  | Amendment
    No. 1 to Polar Power, Inc. 2016 Omnibus Incentive Plan                                                
|                   |  |                                                                                                                     
|14.1               |  | Code
    of Ethics                                                                                                  
|                   |  |                                                                                                                     
|21.1               |  | Subsidiaries
    of the Registrant                                                                                  
|                   |  |                                                                                                                     
|23.1^              |  | Consent
    of Independent Registered Public Accounting Firm                                                        



3







|                   |  |                                                                                                                                                                                       |  | Where
    Located
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|Exhibit
    Number |  | Description*                                                                                                                                                                          |  | Form             
|                   |  |                                                                                                                                                                                       |  |                  
|31.1               |  | Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                     |  |                  
|                   |  |                                                                                                                                                                                       |  |                  
|31.2               |  | Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                     |  |                  
|                   |  |                                                                                                                                                                                       |  |                  
|32.1^^             |  | Certification
    of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002 |  | 10-K             



|(#)  | A
    contract, compensatory plan or arrangement to which a director or executive officer is a party or in which one or more directors
    or executive officers are eligible to participate.                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(^)  | Filed
    as an exhibit to the Original 2018 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(^^) | This
    exhibit was furnished with the Original 2018 Form 10-K and shall not be deemed “filed” for purposes of Section
    18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed
    to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(*)  | Certain
    of the agreements filed as exhibits 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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