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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): June 18, 2026
DRAGONFLY
ENERGY HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40730 |
|
85-1873463 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 18, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”)
of Dragonfly Energy Holdings Corp. (the “Company”), the Board appointed Lukas Lutz to serve as an independent director, effective
June 18, 2026 and as a member of the Nominating and Corporate Governance Committee of the Board, replacing Brian Nelson. Mr. Lutz was
appointed as a Class B director, with a term expiring at the Company’s 2027 annual meeting of stockholders and until his successor
is duly elected and qualified or until his earlier resignation or removal.
In
connection with his appointment, Mr. Lutz was granted 10,000 restricted stock units (the “RSUs”), with one-half vesting upon
the date of grant and one-half vesting on the one-year anniversary of the date of the grant, subject to Mr. Lutz’s continued service
to the Company. The RSU grant will be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan, and a related
restricted stock unit agreement. Mr. Lutz will also be compensated pursuant to the Company’s standard practice for fees to non-employee
directors, as described in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed
with the Securities and Exchange Commission on March 30, 2026.
There
are no arrangements or understandings between Mr. Lutz and any other persons pursuant to which Mr. Lutz was selected as a director. There
are no transactions in which Mr. Lutz has an interest requiring disclosure under Item 404(a) of Regulation S-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: June 23, 2026 |
By: |
/s/ Denis Phares |
| |
Name: |
Denis Phares |
| |
Title: |
Chief Executive Officer, Interim Chief Financial Officer
and President |