[8-K] Dragonfly Energy Holdings Corp. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Equity Capital Markets Analyst

Dragonfly is consolidating its share count via a 1-for-10 reverse split.

Dragonfly Energy Holdings Corp. approved a one-for-ten reverse stock split of its common stock, effective at 6:00 a.m. Eastern Time on December 18, 2025. Every ten issued and outstanding shares are being converted into one share, while the stock continues trading on The Nasdaq Capital Market under ticker DFLI. The par value and authorized share count are unchanged, and all options and warrants are being adjusted according to their terms.

The company states that the reverse split affects all stockholders uniformly and is not designed to alter relative ownership percentages, aside from small differences due to fractional shares. Instead of issuing fractional shares, Dragonfly will pay affected stockholders cash in lieu of those fractions. Stockholders had previously authorized a reverse split in a range of one-for-two to one-for-fifty at the October 15, 2025 annual meeting, and the board chose the one-for-ten ratio on December 2, 2025. The filing focuses on mechanical and structural changes rather than providing new financial performance data.

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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): December 18, 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 3.03. Material Modification to Rights of Security Holders.

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

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

On December 15, 2025, Dragonfly Energy Holdings Corp. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to be effected at 6:00 a.m. Eastern Time on December 18, 2025, a one-for-ten reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 26145B 403. The Common Stock will begin trading on a Reverse Stock Split-adjusted basis when the market opens on December 18, 2025. The Common Stock will continue to be quoted on The Nasdaq Capital Market, under the existing ticker symbol “DFLI”.

As a result of the Reverse Stock Split, every ten shares of the Company’s issued and outstanding Common Stock was converted into one share of Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Split would have resulted in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares to which a stockholder of record would otherwise be entitled as a result of the reverse stock split, the Company will pay to such stockholders cash in lieu of such fractional shares.

The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options and warrants, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.

On October 15, 2025, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved the proposal to authorize the Board of Directors of the Company (the “Board”), in its discretion at any time within one year after stockholder approval is obtained, to effect a reverse stock split of only the then-outstanding shares of Common Stock (with no change to the authorized capital stock of the Company), at a ratio of not less than one-for-two (1:2) and not greater than one-for-fifty (1:50), with the exact ratio to be determined by the Board and included in a public announcement. On December 2, 2025, the Board approved the Reverse Stock Split at a ratio of one-for-ten (1:10) and the filing of the Certificate of Amendment.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this Current Report as Exhibit 3.1 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 of Dragonfly Energy Holdings Corp., as filed with the Secretary of State of the State of Nevada, dated December 15, 2025.
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: December 18, 2025	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President