Dragonfly Energy (DFLI) amends charter and drops Series A preferred

Q: What did Dragonfly Energy Holdings Corp. (DFLI) change in its articles on June 5, 2026?

Dragonfly Energy filed a Certificate of Amendment to its Articles of Incorporation on June 5, 2026. The amendment updated the company’s registered agent and registered office in Nevada and became effective immediately upon filing.

Q: Did Dragonfly Energy have any Series A Convertible Preferred shares outstanding when it withdrew the designation?

No. The company states that at the time of filing the Withdrawal of Designation on June 5, 2026, no shares of Series A Convertible Preferred Stock were issued or outstanding. The withdrawal removed all previously designated Series A provisions from the Articles of Incorporation.

Q: Which exhibits are attached to Dragonfly Energy’s June 2026 8-K filing?

The filing attaches Exhibit 3.1 , the Certificate of Amendment to the Articles of Incorporation dated June 5, 2026, and Exhibit 3.2 , the Certificate, Amendment or Withdrawal of Designation for the Series A Convertible Preferred Stock, also dated June 5, 2026, plus Exhibit 104 for the cover page data file.

Q: What classes of securities does Dragonfly Energy (DFLI) list on the Nasdaq Capital Market?

The company lists Common Stock with a par value of $0.0001 per share under the trading symbol DFLI. It also lists redeemable warrants , exercisable for common stock, under the trading symbol DFLIW, both on the Nasdaq Capital Market.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. reported corporate housekeeping changes to its charter. On June 5, 2026, the company filed a Certificate of Amendment to its Articles of Incorporation in Nevada to update its registered agent and registered office, effective upon filing.

On the same date, Dragonfly filed a Withdrawal of Designation for its previously authorized Series A Convertible Preferred Stock. The prior Certificate of Designation had created 5,000 shares of Series A Convertible Preferred Stock, but none were issued or outstanding when the withdrawal was filed, and all related provisions were removed from the Articles of Incorporation.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common stock par value: $0.0001 per share Series A shares designated: 5,000 shares Charter amendment effective date: June 5, 2026 +1 more

4 metrics

Common stock par value $0.0001 per share Par value of Dragonfly Energy common stock listed on Nasdaq

Series A shares designated 5,000 shares Series A Convertible Preferred Stock designated February 26, 2025

Charter amendment effective date June 5, 2026 Certificate of Amendment to Articles of Incorporation effective upon filing

Withdrawal of Designation date June 5, 2026 Withdrawal of Series A Convertible Preferred Stock designation effective upon filing

Key Terms

Certificate of Amendment, Articles of Incorporation, Series A Convertible Preferred Stock, Withdrawal of Designation, +1 more

5 terms

Certificate of Amendment regulatory

"On June 5, 2026, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Articles of Incorporation regulatory

"Certificate of Amendment to the Company’s Articles of Incorporation, as amended from time to time"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Series A Convertible Preferred Stock financial

"the Company designated 5,000 shares of preferred stock as Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Withdrawal of Designation regulatory

"the Company filed a Withdrawal of Designation relating to the Series A Preferred Stock"

Certificate of Designation regulatory

"filed a Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series A Convertible Preferred Stock"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

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Understanding 8-K Material Events →

06/08/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

DRAGONFLY ENERGY HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada

001-40730

85-1873463

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12915 Old Virginia Road

Reno, Nevada

89521

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (775) 622-3448

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	DFLI	The Nasdaq Capital Market
Redeemable warrants, exercisable for common stock	DFLIW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Articles of Incorporation

On June 5, 2026, Dragonfly Energy Holdings Corp. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended from time to time (as amended, the “Articles of Incorporation”), with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to update the Company’s registered agent and registered office. The Certificate of Amendment became effective upon filing.

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Withdrawal of Series A Certificate of Designation

As previously disclosed, on February 26, 2025, the Company filed a Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, pursuant to which the Company designated 5,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”).

On June 5, 2026, the Company filed a Withdrawal of Designation relating to the Series A Preferred Stock (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada. At the time of the filing of the Withdrawal of Designation, no shares of Series A Preferred Stock were issued or outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Company’s Articles of Incorporation all matters set forth in the previously filed Certificate of Designation with respect to the previously designated Series A Preferred Stock.

A copy of the Withdrawal of Designation is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Articles of Incorporation, as amended, of Dragonfly Energy Holdings Corp., as filed with the Secretary of State of the State of Nevada, dated June 5, 2026.
3.2		Certificate, Amendment or Withdrawal of Designation, relating to the Series A Convertible Preferred Stock, as filed with the Secretary of State of Nevada, dated June 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DRAGONFLY ENERGY HOLDINGS CORP.

Dated: June 8, 2026	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President

Source: View Original Filing on SEC EDGAR

FAQ

What did Dragonfly Energy Holdings Corp. (DFLI) change in its articles on June 5, 2026?

Dragonfly Energy filed a Certificate of Amendment to its Articles of Incorporation on June 5, 2026. The amendment updated the company’s registered agent and registered office in Nevada and became effective immediately upon filing.

What is the Series A Convertible Preferred Stock mentioned by DFLI in this 8-K?

The filing explains that Dragonfly Energy had previously designated 5,000 shares of Series A Convertible Preferred Stock in a February 26, 2025 Certificate of Designation. These shares were authorized as a preferred class but are no longer designated after the June 5, 2026 withdrawal.

Did Dragonfly Energy have any Series A Convertible Preferred shares outstanding when it withdrew the designation?

No. The company states that at the time of filing the Withdrawal of Designation on June 5, 2026, no shares of Series A Convertible Preferred Stock were issued or outstanding. The withdrawal removed all previously designated Series A provisions from the Articles of Incorporation.

What is the purpose of Dragonfly Energy’s Withdrawal of Designation for Series A Preferred Stock?

The Withdrawal of Designation filed June 5, 2026 eliminated from the Articles of Incorporation all matters set out in the earlier Series A Certificate of Designation. It effectively removed the previously designated Series A Convertible Preferred Stock class from the company’s charter.

Which exhibits are attached to Dragonfly Energy’s June 2026 8-K filing?

The filing attaches Exhibit 3.1, the Certificate of Amendment to the Articles of Incorporation dated June 5, 2026, and Exhibit 3.2, the Certificate, Amendment or Withdrawal of Designation for the Series A Convertible Preferred Stock, also dated June 5, 2026, plus Exhibit 104 for the cover page data file.

What classes of securities does Dragonfly Energy (DFLI) list on the Nasdaq Capital Market?

The company lists Common Stock with a par value of $0.0001 per share under the trading symbol DFLI. It also lists redeemable warrants, exercisable for common stock, under the trading symbol DFLIW, both on the Nasdaq Capital Market.

Filing Exhibits & Attachments

13 documents