DRAGONFLY ENERGY HOLDINGS CORP SEC Filings

Dragonfly Energy Holdings Corp. is registering 9,000,000 additional shares of common stock for issuance under its 2022 Equity Incentive Plan. This follows an amendment increasing the plan’s share reserve from 1,217,504 to 10,217,504 shares, approved by the board on September 5, 2025 and by stockholders on October 15, 2025. The filing updates the company’s existing Form S-8 registrations so that more stock-based awards can be granted to employees and other eligible participants as part of their compensation.

Dragonfly Energy (DFLI) filed its Q3 2025 report, showing stronger top-line results alongside continued losses. Net sales were $15.967 million for the quarter, up from $12.720 million, with gross profit of $4.736 million versus $2.870 million. Operating loss narrowed to $3.778 million, but higher interest expense drove a net loss of $11.070 million. For the nine months, revenue reached $45.571 million compared with $38.433 million, and net loss was $24.901 million.

Liquidity and capital structure were the focus. Cash was $3.838 million and working capital $8.834 million as of September 30. The term loan’s carrying amount was $45.423 million, reflecting principal of $69.974 million plus PIK interest and unamortized discount. Subsequent to quarter-end, the company completed two equity financings, receiving net proceeds of $26.925 million on October 6 and $51.928 million on October 17. The term loan was restructured, including a $45 million prepayment in October, $5 million debt cancellation, and an exchange of $25 million principal into 25,000 shares of Series B Preferred on November 4. Management states these actions mitigated substantial doubt about going concern, with a monthly liquidity minimum of $5,000.

Dragonfly Energy (DFLI) furnished a press release with selected results for the third quarter ended September 30, 2025, and will discuss these results on a webcast earnings call at 4:30 p.m. Eastern Time on November 14, 2025.

The press release is included as Exhibit 99.1 and referenced under Items 2.02 and 7.01. The information is being furnished to the SEC and is not deemed “filed” for purposes of Section 18 of the Exchange Act.

Dragonfly Energy Holdings (DFLI) entered a debt-for-equity exchange. The company issued $25 million of newly created Series B Convertible Preferred Stock in exchange for $25 million principal of its senior secured term loan. The Series B converts at $3.15 per share, for an aggregate 7,936,508 common shares if fully converted.

Each preferred share has a $1,000 liquidation preference and accrues a 10% annual dividend, payable 80% in cash and 20% in kind, with potential automatic increases per the designation. The preferred ranks senior to all other capital stock and carries no voting rights except as provided. Dragonfly may redeem at the greater of liquidation preference or as-converted value, and must apply 50% of net proceeds from future equity offerings to redemptions; holders can require redemption if outstanding after October 7, 2027 or upon specified events. Conversions are limited by a 4.99% beneficial ownership cap. The issuance and underlying shares were made under Section 4(a)(2) of the Securities Act.

Dragonfly Energy Holdings Corp. (DFLI) reported it has regained full compliance with Nasdaq listing standards. The company’s common stock achieved a closing bid price at or above $1.00 per share for a minimum of 10 consecutive business days, satisfying Nasdaq Listing Rule 5550(a)(2). It also met the minimum market value of listed securities threshold, maintaining $35 million or greater for 10 consecutive business days under Rule 5550(b)(2). Nasdaq has closed these matters.

Pursuant to Nasdaq Listing Rule 5815(d)(4)(B), Dragonfly will be under a Mandatory Panel Monitor through October 20, 2026. If it falls below the bid-price requirement during this period, the Staff will issue a Delist Determination Letter, and the company may request a new hearing. During the one-year monitoring period, the company cannot submit a plan of compliance and the Staff cannot grant additional time to regain compliance.

Dragonfly Energy Holdings (DFLI) amended its senior secured term loan to restructure debt. The company prepaid $45.0 million from recent equity offering proceeds, agreed to exchange $25 million of loan principal for newly created Series B preferred stock, and received $5.0 million of principal forgiveness. After these steps, $17 million remains outstanding at a fixed 12% interest rate, payable monthly starting December 31, 2025, maturing in October 2027.

The Series B preferred will be convertible at $3.15 per share into up to 7,936,508 common shares, carries an 8% cash dividend and a 2% in‑kind dividend, and cannot be converted for six months after issuance. The company may redeem at the greater of stated value plus accrued dividends or the as‑converted value; 25% of net proceeds from any future equity offerings must be used to redeem preferred at that price, and holders can require redemption if any shares remain outstanding on October 7, 2027.

The amendment includes a fee of approximately $450,000 in cash and $450,000 added to principal, waives certain covenants through December 31, 2026, and adds a monthly $5.0 million minimum liquidity covenant. The preferred and its underlying common shares were issued as unregistered securities under Section 4(a)(2).

Dragonfly Energy (DFLI) filed a preliminary prospectus supplement for a public offering of common stock and pre-funded warrants. The pre-funded warrants are exercisable immediately for one share at an exercise price of $0.0001, with ownership limits of 9.99% (or 4.99% at the holder’s election). Canaccord Genuity is the sole bookrunner.

Proceeds are intended for working capital and general corporate purposes, including a $45.0 million prepayment on the company’s term loan. The company also announced a non-binding agreement in principle to restructure debt: conversion of $25 million into new preferred stock (convertible at $3.15 per share into 7,936,508 shares) with dividends of 8% cash and 2% in kind; forgiveness of $5 million; and a remaining $17 million balance at a fixed 12% interest rate, maturing in October 2027. A fee of approximately $450,000 in cash and $450,000 added to principal, plus certain covenant waivers through December 31, 2026 and a $5.0 million minimum liquidity covenant, are included. This restructuring remains subject to definitive documentation.

Preliminary Q3 2025 results indicate Net Sales of $16.0 million and Adjusted EBITDA of $(2.2) million, reflecting 26% year-over-year sales growth and an approximately $3.3 million improvement in Adjusted EBITDA, both subject to finalization. The company has a Nasdaq exception until November 10, 2025 to regain listing compliance, which may require additional capital actions or a reverse split.

Dragonfly Energy entered an underwriting agreement for an underwritten public offering of 36,000,000 common shares at $1.35 and pre-funded warrants to purchase up to 5,000,000 shares at $1.3499. The underwriters have a 30-day option for up to an additional 6,150,000 shares at the public price.

Net proceeds are expected to be approximately $51.7 million. The company plans to use proceeds for working capital and general purposes, including repaying $45.0 million under its Term Loan, investing in near-term revenue initiatives, and advancing next‑generation battery technologies. Pre-funded warrants are immediately exercisable at $0.0001 per share and include a 9.99% (or 4.99% at purchaser election) beneficial ownership cap, adjustable with 61 days’ notice. The company agreed to 90‑day restrictions on issuing and selling additional equity.

Separately, the company reached a non-binding agreement in principle to restructure debt: prepay $45.0 million; convert $25 million into preferred stock convertible at $3.15 (7,936,508 shares) with 8% cash and 2% PIK dividends and a six‑month conversion standstill; forgive $5 million; leave $17 million at 12% fixed interest maturing October 2027; pay fees of about $450,000 in cash and $450,000 added to principal; and obtain certain covenant waivers through December 31, 2026 with a $5.0 million minimum liquidity covenant.

Dragonfly Energy Holdings (DFLI) launched a public offering of 36,000,000 shares of common stock and pre-funded warrants for 5,000,000 shares, including the 5,000,000 underlying shares, at a public offering price of $1.35 per share. The deal includes a 30-day option for underwriters to purchase up to 6,150,000 additional shares. The offering is expected to deliver $52,028,500 in proceeds to the company before expenses, and the pre-funded warrants are immediately exercisable at $0.0001 with a 9.99% (or 4.99%) beneficial ownership cap.

The company plans to use the proceeds for working capital and to prepay $45.0 million of its term loan. Management also disclosed a non-binding agreement in principle to restructure debt, including conversion of $25 million into new preferred stock (convertible at $3.15), forgiveness of $5 million, and resetting $17 million at 12% interest, subject to definitive documentation and closing conditions.

Preliminary Q3 2025 results indicate Net Sales of $16.0 million and Adjusted EBITDA of $(2.2) million (up 26% YoY sales and a smaller loss), pending final review. Nasdaq has granted an exception until November 10, 2025 to regain listing compliance, with milestones that may include debt restructuring and potential corporate actions.