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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): October 16, 2025
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
1.01 Entry into a Material Definitive Agreement.
On
October 16, 2025, Dragonfly Energy Holdings Corp. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with
Canaccord Genuity LLC, as representative of the several
underwriters named therein (the “Underwriters”),
relating to an underwritten public offering (the “Offering”)
of (i) 36,000,000 shares
(the “Base Shares”) of the Company’s common stock, par value $0.0001
(the “Common Stock”), at a price to the public of $1.35
per share and (ii) pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to 5,000,000 shares
of Common Stock (the “Pre-Funded Warrant Shares”) at a price to the public
of $1.3499 per
Pre-Funded Warrant, which represents the per share public offering price for the Shares (as defined below) less the $0.0001 per share
exercise price for each such Pre-Funded Warrant. Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriters
a 30-day option to purchase up to an additional 6,150,000 shares
of Common Stock in the Offering (the “Option Shares” and together with the
Base Shares, the “Shares”) at the public offering price. All of the Shares
and Pre-Funded Warrants in
the Offering are being sold by the Company.
The
net proceeds to the Company from the Offering are expected to be approximately $51.7 million, after deducting underwriting discounts
and commissions and other estimated offering expenses payable by the Company. The Company may receive nominal proceeds, if any, from
the exercise of the Pre-Funded Warrants. The Offering is expected to close on or about October 17, 2025, subject to customary closing
conditions. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes, including
repayment of $45.0 million of outstanding indebtedness under its Term Loan Agreement (as defined below), continued investments
in initiatives intended to drive near term revenue, and continued strategic investment in next generation battery technologies, including
scaling the dry electrode process and its application to solid-state batteries.
The
Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.0001 and may be exercised at any time after the date of
issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially
own more than 9.99% (or, at the election of the purchaser, 4.99%) of the number of shares of the Common Stock outstanding immediately
after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 9.99%
by providing at least 61 days’ prior notice to the Company.
The
Shares and Pre-Funded Warrants are being offered and sold pursuant to a prospectus supplement, dated October 16, 2025 (the “Prospectus
Supplement”), to be filed with the Securities and Exchange Commission (“SEC”), and an accompanying base
prospectus that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-275559), which was previously filed
with the SEC on November 15, 2023 and declared effective on November 24, 2023.
Pursuant
to the terms of the Underwriting Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock
and securities convertible into shares of Common Stock during the 90 day period following the date of the Underwriting Agreement.
The
Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, and indemnification
obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of
the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The
foregoing descriptions of the Underwriting Agreement and Pre-Funded Warrant are not complete and are qualified in their entirety by reference
to the full text of the Underwriting Agreement and Form of Pre-Funded Warrant, copies of which will be filed as Exhibit 1.1 and Exhibit
4.1, respectively, to a Current Report on Form 8-K/A, and are incorporated herein by reference. A copy of the opinion of Parsons Behle
& Latimer relating to the legality of the issuance and sale of the Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares in the
Offering will be filed as Exhibit 5.1 to a Current Report on Form 8-K/A and is incorporated herein by reference, and a copy of the opinion
of Lowenstein Sandler LLP relating to the legality of the issuance and sale of the Pre-Funded Warrants in the Offering will be filed
as Exhibit 5.2 to a Current Report on Form 8-K/A and is incorporated herein by reference.
Item
8.01. Other Events.
Proposed
Debt Restructuring
The
Company reached an agreement in principle with the lenders (the “Lenders”) under its Term Loan, Guarantee and Security
Agreement, dated October 7, 2022, with ALTER DOMUS (US) LLC, as agent, and the Lenders (as amended to date, the “Term Loan Agreement”),
pursuant to which the Company would restructure its outstanding indebtedness as follows (the “Proposed Restructuring”):
| ● | the
Company would make a prepayment of $45.0 million of outstanding indebtedness under the Term
Loan Agreement from the net proceeds of the Offering; |
| ● | the
Lenders would convert $25 million of the outstanding principal amount of the loan into shares
of newly created preferred stock which preferred stock would (i) be convertible into shares
of Common Stock at the Lenders option at a conversion price of $3.15 per share, or an aggregate
of 7,936,508 shares of Common Stock, (ii) have a dividend of 8% per annum payable quarterly
in cash and (iii) have a dividend of 2% per annum payable quarterly in kind. In addition,
the Company would have a right to redeem any outstanding shares of such preferred stock at
its option at the greater of (i) the stated value plus any outstanding dividends and (ii)
the as-converted value of the shares of Common Stock underlying such preferred stock (the
“Optional Redemption Price”). The Lenders would also agree not to convert any
share of such preferred stock for a period of six months following the closing of the Offering.
In connection with any future equity offerings, the Company
would be required
to use 25% of the net proceeds from such offering to redeem outstanding shares of such preferred
stock at the Optional Redemption Price. In the event the Company has not redeemed such preferred
stock by October 7, 2027, the holders would have the right to require the Company to redeem
the preferred stock at the Optional Redemption Price; |
| ● | the
Lenders would forgive the repayment of $5 million of the outstanding principal under the
Term Loan Agreement; |
| ● | the
remaining outstanding principal amount under the Term Loan Agreement of $17 million, after
the repayment and forgiveness disclosed above, would have a fixed interest rate of 12% per
annum, payable monthly commencing December 31, 2025 and would mature in October 2027; |
| ● | the
Company would pay a fee to the Lenders equal to approximately $450,000 in cash and $450,000
added to principal outstanding amount of the loan under the Term Loan Agreement; and |
| ● | certain
covenants under the Term Loan Agreement would be waived through December 31, 2026, except
that the Company would agree to a minimum liquidity covenant of $5.0 million calculated on
a monthly basis. |
The
agreement in principle is not binding, and there can be no assurance that the Company and the Lenders will ultimately enter into a definitive
agreement for the Proposed Restructuring, that the Proposed Restructuring will be consummated, or as to the timing or ultimate terms
of any Proposed Restructuring that may occur. The closing of the Proposed Restructuring would be subject to significant closing conditions,
including the negotiation and execution of the definitive agreement.
Risk
Factors
The
Company is including the below update to its risk factors, for the purpose of supplementing and updating the disclosure contained in
its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025, and its Quarterly Reports
on Form 10-Q for the period ended March 31, 2025, filed with the SEC on May 16, 2025, and for the period ended June 30, 2025, filed with
the SEC on August 14, 2025.
The
agreement in principle with the Lenders regarding the Proposed Restructuring is non-binding and the
Company may be unable to consummate
the transactions contemplated by such agreement.
On
October 15, 2025, the Company reached an agreement in principle with the Lenders regarding the Proposed Restructuring. The agreement
in principle is non-binding, and there can be no assurance that the Company and
the Lenders will ultimately enter into a definitive agreement for the Proposed Restructuring, that the Proposed Restructuring will be
consummated, or as to the timing or ultimate terms of any Proposed Restructuring that may occur. The closing of the Proposed Restructuring
would be subject to significant closing conditions, including the negotiation and execution of the definitive agreement and required
board approval. Failure to consummate the transactions contemplated by the agreement in principle could have adverse effects on the Company’s
business and results of operations and financial condition.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking
statements include, but are not limited to, statements related to the amount of proceeds expected from the Offering, the intended use
of proceeds from the Offering, the timing and certainty of completion of the Offering and the proposed restructuring of the Company’s
outstanding indebtedness. The risks and uncertainties relating to the Company and the Offering include general market conditions,
the proposed restructuring of the Company’s outstanding indebtedness, the Company’s ability to complete the Offering
on favorable terms, or at all, as well as other risks detailed from time to time in the Company’s filings with the SEC, including
in its Annual Report on Form 10-K for the year ended December 31, 2024 and the Prospectus Supplement. These documents contain important
factors that could cause actual results to differ from current expectations and from the forward-looking statements contained in this
Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company
undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after
the date of this Current Report on Form 8-K.
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:
October 16, 2025 |
By: |
/s/
Denis Phares |
| |
Name:
|
Denis
Phares |
| |
Title: |
Chief
Executive Officer, Interim Chief Financial Officer and President |
