Dragonfly Energy Holdings (DFLI) SEC Filings

Dragonfly Energy Holdings Corp. (DFLI) will implement a 1-for-8 reverse stock split effective at 12:01 a.m. Pacific Time on October 12, 2026. Its common stock is scheduled to trade on Nasdaq on a split-adjusted basis under the existing DFLI symbol that day. The Board approved the split, and stockholder approval is not required under Nevada law.

The split is intended to increase the closing bid price above $1.00 per share and enable the company to manage continued compliance with Nasdaq Listing Rule 5550(a)(2). Authorized common shares will decline from 400,000,000 to 50,000,000 shares, while the $0.0001 par value and 5,000,000 authorized preferred shares remain unchanged. Each record holder’s common shares will be divided by eight; a fractional result converts to one whole post-split share, with no cash or other consideration. Ownership percentages and voting power will remain substantially unchanged except for rounding. Equity awards, shares issuable under equity incentive plans and certain existing agreements will be adjusted proportionately; each outstanding warrant will become exercisable for 1/8 of a common share, and the conversion factor for outstanding convertible preferred stock will also be adjusted proportionately.

Dragonfly Energy Holdings Corp. (DFLI) entered into the Eighth Amendment to its senior secured term loan agreement with Dragonfly Energy Corp., its wholly owned subsidiary, Battle Born Battery Products, LLC, the lenders and Alter Domus (US) LLC, as agent.

For the quarter ending September 30, 2026, Series B preferred stockholders waived their right to receive the full cash dividend on or prior to October 1. Dragonfly Energy must pay cash dividends at 2% per annum on or prior to October 1 and 6% per annum on or prior to October 30; payment-in-kind dividends continue to accrue at 2% per annum. If the company complies with the modified schedule, the deferral will not constitute a Non-Payment Event or Preferred Default.

Dragonfly Energy Holdings Corp. approved the dismissal of CBIZ CPAs P.C. and the engagement of MaloneBailey LLP as its independent registered public accounting firm as of and for the year ended December 31, 2026. The company said the change was not the result of a disagreement with CBIZ CPAs.

CBIZ CPAs’ report on the company’s 2025 consolidated financial statements contained no adverse opinion or disclaimer and was not qualified or modified as to uncertainty, audit scope, or accounting principles. From March 31, 2025, through September 25, 2026, the company reported no disagreements with CBIZ CPAs or reportable events. It also stated that neither it nor anyone acting on its behalf had consulted MaloneBailey about specified accounting, auditing, or financial-reporting matters during the periods described.

Dragonfly Energy Holdings Corp. (DFLI) reported that on August 20, 2026 it received a notice from Nasdaq stating it is not in compliance with Listing Rule 5550(b)(1). Stockholders’ equity (deficit) was $(184,000) as of June 30, 2026, below the required $2.5 million, and the company also did not meet alternative standards for market value of listed securities of $35 million or net income from continuing operations of $500,000.

The notice does not immediately affect the listing of DFLI common stock or warrants, which continue to trade on the Nasdaq Capital Market while the company works toward compliance. Dragonfly has 45 days, until October 5, 2026, to submit a compliance plan. If accepted, Nasdaq may grant up to 180 days from August 20, 2026, or until February 16, 2027, to regain compliance. If a plan is not accepted, the company can appeal to a Nasdaq hearings panel, and there is no assurance it will regain or maintain compliance.

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh report their beneficial ownership of Dragonfly Energy Holdings Corp. common stock. They state beneficial ownership of 500,000 shares of common stock, representing 3.90% of the class.

All reported shares are held with shared voting and dispositive power and no sole voting or dispositive power. The filing indicates that the reporting persons now hold 5 percent or less of Dragonfly Energy’s common stock and is made as a joint filing under Rule 13d-1(k).

Dragonfly Energy Holdings Corp. reported lower sales and continued losses for the quarter and six months ended June 30, 2026. Net sales were $13.2 million for the quarter and $22.9 million for the first half of 2026, down from $16.2 million and $29.6 million in 2025, as both direct-to-consumer and OEM channels declined. Gross profit for the first half fell to $6.1 million from $8.5 million.

The company recorded a net loss of $4.4 million for the quarter and $11.0 million year‑to‑date, improved from losses of $7.0 million and $13.8 million a year earlier, helped by sharply lower interest expense and a $1.1 million tariff refund that reduced cost of goods sold. Operating cash outflow increased to $10.6 million for the first half, and cash and equivalents decreased to $6.3 million with a small stockholders’ deficit.

Management evaluated liquidity and debt covenants, citing a term loan maturing in 2027 and a $50 million at‑the‑market equity program under which $829 thousand has been raised to date. A post‑quarter $4.0 million asset acquisition of the Dakota Lithium brand and a seventh term loan amendment allow interest to be paid in kind through 2026 and ease liquidity covenants. Management concluded its plans alleviate previously raised substantial doubt about the ability to continue as a going concern over the next twelve months.

Dragonfly Energy Holdings Corp. received an initial ownership report from Eastward Fund Management, LLC, which is identified as a ten percent owner. As of 2026-07-31, Eastward reports direct ownership of 1,432,500 shares of Common Stock. The filing records this position as a holding rather than a new purchase or sale.

Eastward Fund Management, LLC reported beneficial ownership of common stock of Dragonfly Energy Holdings Corp. (DFLI) on a Schedule 13G. Eastward beneficially owns 1,432,500 shares of Dragonfly Energy common stock, representing 10.0007% of the class.

Eastward has sole voting and dispositive power over all 1,432,500 shares and no shared voting or dispositive power. The reporting person is organized in Delaware, and the certification was signed by Dennis Cameron, Chief Executive Officer of Eastward Fund Management, LLC.

Dragonfly Energy Holdings reported preliminary Q2 2026 results with net sales of $13.2 million, down 19.0% year over year, and a net loss attributable to common shareholders of $(5.5) million, or $(0.43) per share. Gross margin improved to 33.0%. Adjusted EBITDA was $(1.6) million, a $3.0 million sequential and $0.6 million year‑over‑year improvement, coming in above guidance as cost reductions took hold.

Subsequent to quarter end, the company acquired the assets of the Dakota Lithium brand, aiming to broaden its battery portfolio beyond RV and trucking and expecting meaningful revenue and Adjusted EBITDA accretion from Q4 2026. Lenders amended debt arrangements, including paid‑in‑kind interest and deferred leverage and coverage covenants, changes expected to preserve about $1 million of near‑term liquidity. Management guides Q3 2026 net sales of approximately $13.5 million and Adjusted EBITDA of about $(2.4) million, reflecting temporary facility and Dakota integration costs, while heavy‑duty trucking revenue is expected to more than double sequentially. Cash and equivalents were $6,280 (U.S. dollars in thousands) at June 30, 2026 after $(10,641) of operating cash use in the first half. All figures are preliminary and subject to adjustment.