DRAGONFLY ENERGY HOLDINGS CORP SEC Filings

Dragonfly Energy Holdings Corp. is launching an at-the-market stock program to sell up to $50,000,000 of common stock through Canaccord Genuity, Roth Capital Partners and Yorkville Securities. Shares will be sold from time to time on Nasdaq under the symbol DFLI at prevailing market prices, with agents earning a 3.0% commission.

Net proceeds are intended for working capital and general corporate purposes, including prepaying 25% of the Term Loan, redeeming Series B preferred stock with 50% of the proceeds, paying preferred dividends, funding near-term revenue initiatives, and investing in next-generation dry-electrode and solid-state battery technologies. The company notes investors will face immediate dilution and highlights ongoing risks around indebtedness, preferred stock obligations and maintaining Nasdaq listing compliance.

Dragonfly Energy Holdings Corp. is implementing a one-for-ten reverse stock split of its common stock, effective at 6:00 a.m. Eastern Time on December 18, 2025. This means every ten issued and outstanding shares of common stock are being combined into one share. The common stock will begin trading on a reverse-split-adjusted basis on The Nasdaq Capital Market on December 18, 2025, and will continue to trade under the ticker symbol DFLI.

The reverse split affects all stockholders uniformly and is not intended to change any investor’s proportional ownership in the company, except for minor differences caused by eliminating fractional shares. No fractional shares will be issued; instead, stockholders entitled to a fraction will receive cash in lieu of that fraction. The par value and the total number of authorized shares of common stock remain unchanged, and outstanding options and warrants are being proportionately adjusted. Stockholders previously authorized the board to implement a reverse split within a specified range, and the board selected the one-for-ten ratio on December 2, 2025.

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.