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,
2019



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     |  | Trading
        Symbol |  | Name
        of exchange on which registered
|------------------------------- |  | ---------------------- |  | --------------------------------------------
|Common Stock, $0.0001 par value |  | POLA                   |  | The Nasdaq Stock Market LLC                 



Securities
registered pursuant to Section 12(g) of the Act: None



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 the 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 such files). Yes ☒ No ☐



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 has 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 $16,323,208.



The
number of shares outstanding of the Registrant’s common stock, $0.0001 par value, as of May 14, 2020 was 10,125,681.



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, 2019 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2020
(the “Original 2019 Form 10-K”) solely to disclose that the Company filed the Original 2019 Form 10-K after the March
30, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance on the 45-day extension provided by an order
issued by the SEC under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March
4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively,
the “Order”). This Form 10-K/A is being filed to include the disclosure below in accordance with the Order, which was
inadvertently omitted from the Original 2019 Form 10-K.





On
March 27, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension.
Consistent with the Company’s statements made in the Current Report on Form 8-K, the Company was unable to file the Original
2019 Form 10-K until May 14, 2020 due to circumstances related to COVID-19, and therefore relied on the Order.



In
particular, on March 19, 2020, California Governor Gavin Newsom issued an executive order requiring all California residents to
stay home due to COVID-19. The Company’s executive offices are located in Gardena, California. The order, which took effect
immediately on the date issued, is to remain in place until further notice. Under the March 19, 2020 order, Californians were
not allowed to leave home except for essential purposes. The Governor’s order comes with misdemeanor penalties for anyone
who violates the restrictions.



The
March 19, 2020 order prohibited access to the Company’s facilities resulting in limited support from its staff, accounting
personnel and professional advisors. The Company’s limited accounting staff was required to work remotely, which limited
the Company’s ability to provide work papers and related information to its auditors from remote office locations. Therefore,
due to COVID-19’s interference in the Company’s operations, the Company was unable to file the Original 2019 Form
10-K on a timely basis.



In
accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently
dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer
and principal financial officer. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does
not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted. Similarly, because no financial statements have been included in this Form 10-K/A, certifications pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.



Except
as described above, this Form 10-K/A does not amend, update or change any other items or disclosure in the Original 2019 Form
10-K or reflect events that occurred after the date of the Original 2019 Form 10-K. Therefore, this Form 10-K/A should be read
in conjunction with the Original 2019 Form 10-K and the Company’s other filings made with the SEC subsequent to the filing
of the Original 2019 Form 10-K.



1







PART
IV



Item
15. Exhibits and Financial Statement Schedules.



Part
IV of our Original 2019 Form 10-K is hereby amended solely to add the following exhibits required to be filed in connection with
this Form 10-K/A.



(a)(3)
Exhibits



The
following exhibits are filed with this Form 10-K/A:



|Exhibit
    Number |  | Description                                                                                                                                                                  
|------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 (*)












| | (*) | Filed
                                         herewith.
| | --- | --------------------------------------------------------



2







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 26th day of May, 2020.



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





3