Dragonfly Energy (NASDAQ: DFLI) inks $50M at-the-market stock deal

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. entered an Equity Distribution Agreement with Canaccord Genuity LLC and other agents, allowing the company to offer and sell up to $50.0 million of common stock from time to time in an at-the-market offering.

Sales will be made under an existing effective shelf registration statement on Form S-3 and a related prospectus supplement, with the agents earning a 3.0% commission on gross proceeds. Dragonfly is not obligated to sell any shares, and the agents’ obligations are subject to customary closing conditions and supported by indemnification, contribution, and expense reimbursement arrangements.

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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): January 30, 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 1.01. Entry into a Material Definitive Agreement.

On January 30, 2026, Dragonfly Energy Holdings Corp. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Canaccord Genuity LLC (the “Lead Agent”), as representative of the several sales agents identified on Schedule 1 thereto (together with the Lead Agent, the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Lead Agent, up to $50.0 million of shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”).

The Company is not obligated to sell any Shares under the Agreement. Subject to the terms and conditions of the Agreement, the Lead Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Agreement generally, the Lead Agent may sell Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Lead Agent’s obligations to sell Shares under the Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Company will pay the Agents a commission of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Agents with customary indemnification and contribution rights. The Company has also agreed to reimburse the Agents for certain specified expenses.

The Shares will be offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-275559) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2023, and declared effective by the SEC on November 24, 2023, and the accompanying base prospectus included therein, as supplemented by the prospectus supplement, dated January 30, 2026, filed with the SEC.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

A copy of the legal opinion and consent of Parsons, Behle & Latimer relating to the Shares being offered and sold pursuant to the Agreement is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Equity Distribution Agreement, dated January 30, 2026, by and between Dragonfly Energy Holdings Corp. and Canaccord Genuity LLC.
5.1		Opinion of Parsons, Behle & Latimer.
23.1		Consent of Parsons, Behle & Latimer (contained in Exhibit 5.01).
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: January 30, 2026	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President

FAQ

What capital raising arrangement did Dragonfly Energy (DFLI) announce?

Dragonfly Energy entered an Equity Distribution Agreement enabling at-the-market sales of common stock. The company may sell shares from time to time through Canaccord Genuity and other agents under its existing Form S-3 shelf registration and a related prospectus supplement.

What is the maximum amount Dragonfly Energy (DFLI) can sell under the new agreement?

The agreement permits Dragonfly Energy to sell up to $50.0 million of its common stock. These shares may be offered in at-the-market transactions, with actual sale timing and amounts determined by the company’s future placement notices.

How are the sales agents compensated in Dragonfly Energy’s (DFLI) equity distribution deal?

The sales agents, led by Canaccord Genuity, will receive a 3.0% commission on aggregate gross proceeds from each share sale. Dragonfly Energy has also agreed to provide customary indemnification and reimburse certain specified expenses related to the equity distribution arrangement.

Under what registration statement will Dragonfly Energy (DFLI) sell these shares?

The shares will be offered and sold under Dragonfly Energy’s effective shelf registration statement on Form S-3, File No. 333-275559. This statement was declared effective in November 2023 and is supplemented by a prospectus dated January 30, 2026.

Is Dragonfly Energy (DFLI) required to sell shares under the Equity Distribution Agreement?

No. The company is not obligated to sell any shares under the agreement. Sales occur only if Dragonfly Energy delivers placement notices, and the lead agent then uses commercially reasonable efforts to execute at-the-market transactions.

Who is the lead agent for Dragonfly Energy’s (DFLI) at-the-market offering program?

Canaccord Genuity LLC serves as the lead agent and representative of the several sales agents. It will conduct at-the-market transactions in accordance with Dragonfly Energy’s instructions and applicable laws, subject to customary closing conditions in the agreement.