Dakota Lithium assets bought by Dragonfly Energy (DFLI) in $4M deal

Q: What were the purchase price and consideration mix in Dragonfly Energy (DFLI)’s Dakota Lithium acquisition?

The total purchase price was $4.0 million , consisting of $1.0 million in cash and $3.0 million in Dragonfly Energy common stock. The equity portion equals 1,500,000 shares valued at $2.00 per share and is subject to a 12‑month lock‑up for the recipients.

Q: How is Dragonfly Energy (DFLI) funding the stock portion of the Dakota Lithium acquisition and under what exemption?

Dragonfly Energy (DFLI) issued 1,500,000 unregistered common shares valued at $2.00 per share to certain recipients. The issuance relied on the Section 4(a)(2) exemption under the Securities Act, and the shares are subject to a 12‑month lock‑up and transfer restrictions.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. completed an asset purchase of substantially all operating assets associated with the Dakota Lithium brand from Clean Liquidation, LLC through its subsidiary. The $4.0 million consideration comprised $1.0 million in cash and $3.0 million in common stock valued at $2.00 per share, totaling 1,500,000 shares subject to a 12‑month lock‑up. The acquired assets include the Dakota Lithium brand and related intellectual property, product inventory, a complementary battery portfolio, and established customer and distributor relationships across marine, outdoor recreation, powersports, golf cart and other specialty battery markets.

Based on information provided to the company, Dakota Lithium generated approximately $12 million in net revenue in 2025 amid working‑capital and inventory constraints that limited product availability. Dragonfly plans to operate Dakota Lithium as a distinct brand alongside Battle Born Batteries and leverage existing infrastructure to support availability and growth. Management states the acquisition is expected to begin contributing meaningful revenue and be accretive to Adjusted EBITDA in the fourth quarter of 2026, supporting its goal of achieving positive Adjusted EBITDA then. Concurrently, lenders amended the term loan, reducing a minimum cash covenant and allowing the next two quarters of interest to be paid in kind, which is expected to preserve about $1 million of near‑term liquidity and increase financial flexibility.

Filing Explained

In the completed Dakota Lithium transaction, Dragonfly issued 1,500,000 unregistered common shares to recipients in exchange for releasing secured claims against the acquired assets. The issuance increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Purchase Price: $4.0 million Cash Consideration: $1.0 million Equity Consideration Shares: 1,500,000 shares +4 more

7 metrics

Purchase Price $4.0 million Total consideration for substantially all Dakota Lithium operating assets

Cash Consideration $1.0 million Cash portion of the Dakota Lithium asset purchase price

Equity Consideration Shares 1,500,000 shares Dragonfly common stock issued at $2.00 per share, valued at $3.0 million

Dakota Lithium 2025 Net Revenue $12 million Approximate net revenue generated in 2025, constrained by working-capital and inventory limits

Lock-up Period 12 months Duration during which recipients may not sell or dispose of the acquisition shares

Interest Paid In Kind 2 quarters Next two quarters of term loan interest to be paid in kind rather than cash

Liquidity Preserved $1 million Approximate near-term liquidity expected to be preserved by lender amendments

Key Terms

Asset Purchase Agreement, Securities Receipt Agreement, Adjusted EBITDA, paid in kind, +1 more

5 terms

Asset Purchase Agreement regulatory

"entered into an asset purchase agreement (the “Purchase Agreement”)"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Securities Receipt Agreement regulatory

"entered into a Securities Receipt Agreement (the “Securities Receipt Agreement”)"

Adjusted EBITDA financial

"expected to begin contributing meaningful revenue and be accretive to Adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

paid in kind financial

"providing for the next two quarters of interest to be paid in kind rather than in cash"

Paid in kind means a borrower or issuer settles interest or dividend obligations by issuing more securities (like extra bonds or shares) instead of paying cash. For investors this matters because it preserves the issuer’s cash but increases the number of securities outstanding, which can raise risk of dilution and change the effective return — like taking more coupons on an ongoing purchase instead of paying with money now.

Section 4(a)(2) regulatory

"issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 07/31/2026 - 07:36 AM Accepted by SEC EDGAR 07/31/2026 - 07:35 AM

FAQ

What transaction did Dragonfly Energy (DFLI) announce involving Dakota Lithium?

Dragonfly Energy (DFLI) acquired substantially all operating assets associated with the Dakota Lithium brand from Clean Liquidation, LLC. The deal adds a recognized lithium iron phosphate battery brand, inventory, intellectual property, and customer relationships across marine, outdoor recreation, powersports, golf cart and other specialty battery markets.

What were the purchase price and consideration mix in Dragonfly Energy (DFLI)’s Dakota Lithium acquisition?

The total purchase price was $4.0 million, consisting of $1.0 million in cash and $3.0 million in Dragonfly Energy common stock. The equity portion equals 1,500,000 shares valued at $2.00 per share and is subject to a 12‑month lock‑up for the recipients.

How much revenue did Dakota Lithium generate before being acquired by Dragonfly Energy (DFLI)?

Based on information provided to Dragonfly Energy (DFLI), Dakota Lithium generated approximately $12 million in net revenue in 2025. Management notes this level was significantly below prior years because working‑capital limitations and inventory constraints materially reduced product availability in its specialty battery markets.

What changes to its debt arrangements did Dragonfly Energy (DFLI) secure alongside the Dakota Lithium deal?

Dragonfly Energy (DFLI) obtained lender amendments reducing its minimum cash covenant and allowing the next two quarters of interest on its term loan to be paid in kind. These changes are expected to preserve approximately $1 million of near‑term liquidity and provide additional financial flexibility.

How is Dragonfly Energy (DFLI) funding the stock portion of the Dakota Lithium acquisition and under what exemption?

Dragonfly Energy (DFLI) issued 1,500,000 unregistered common shares valued at $2.00 per share to certain recipients. The issuance relied on the Section 4(a)(2) exemption under the Securities Act, and the shares are subject to a 12‑month lock‑up and transfer restrictions.

When does Dragonfly Energy (DFLI) expect the Dakota Lithium acquisition to affect profitability metrics?

Dragonfly Energy (DFLI) states the Dakota Lithium acquisition is expected to begin contributing meaningful revenue and be accretive to Adjusted EBITDA in Q4 2026. Management also indicates this supports its goal of achieving positive Adjusted EBITDA in that same quarter.

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): July 31, 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 1.01. Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On July 31, 2026, Dragonfly Energy Holdings Corp. (the “Company”) and its wholly owned subsidiary, Dragonfly Energy Corp. (the “Subsidiary”) entered into an asset purchase agreement (the “Purchase Agreement”) pursuant to which the Subsidiary acquired substantially all of the operating assets associated with the Dakota Lithium® brand (the “Transaction”), from Clean Liquidation, LLC (assignment for the benefit of creditors) (the “Seller”), which succeeded to the assets of Clean Republic SODO, LLC (the “Assignor”).

Pursuant to the Purchase Agreement, the Subsidiary purchased substantially all of the operating assets associated with the Dakota Lithium® brand (the “Assets”) on an “as is” and “where is” basis. The Subsidiary also assumed certain liabilities relating to the Assets. In consideration of the purchase of the Assets, the Company and the Subsidiary paid an aggregate purchase price of $4.0 million (the “Purchase Price”), consisting of (i) $1 million in cash and (ii) 1,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and such shares, the “Shares”), issued by the Company at a price of $2.00 per share, for an aggregate value of $3.0 million. The Shares were issued to Recipients (as defined below) pursuant to the Securities Receipt Agreement (as defined below).

The Purchase Agreement contains customary representations and warranties, covenants, indemnification provisions and closing conditions customary for a transaction of this nature, including, without limitation, confidentiality obligations.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Securities Receipt Agreement

On July 31, 2026, in connection with the Purchase Agreement, the Company entered into a Securities Receipt Agreement (the “Securities Receipt Agreement”) with the recipients party thereto (the “Recipients”). Pursuant to the Securities Receipt Agreement, the Company issued the Shares to the Recipients in exchange for a release of the secured claims against the Assets.

The Securities Receipt Agreement contains customary representations and warranties of the Company and the Recipients. The Shares issued pursuant to the Securities Receipt Agreement are subject to a 12-month lock-up period during which the Recipients may not offer, sell, or otherwise dispose of such shares, subject to certain permitted transfers. The Shares are also subject to transfer restrictions and will bear a restrictive legend.

The foregoing description of the Securities Receipt Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Securities Receipt Agreement filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Seventh Term Loan Amendment

On July 31, 2026, the Company, the Subsidiary and Battle Born Battery Products, LLC entered into the Seventh Amendment (the “Seventh Amendment”) to its Term Loan, Guarantee and Security Agreement (as amended, the “Term Loan Agreement”) with the lenders (the “Lenders”) and Alter Domus (US) LLC, as agent, with respect to the Company’s senior secured term loan facility (the “Term Loan”). Under the Seventh Amendment:

●

the Lenders have consented to the Transaction;

●

during the period from the Seventh Amendment effective date through December 31, 2026 (the “PIK Period”), the interest rate under the Term Loan Agreement has been modified to 14.0% per annum (from 12.0%), all of which shall be payable-in-kind;

●

the commencement date for testing the maximum senior leverage ratio covenant and the fixed charge coverage ratio covenant has been extended from March 31, 2027 to September 30, 2027; and

●

the minimum liquidity covenant has been modified to require minimum Liquidity (as defined in the Term Loan Agreement) of $4,000,000 for the period from August 31, 2026 through January 31, 2027, and $5,000,000 thereafter.

The summary of the terms of the Seventh Amendment herein is subject to and qualified in its entirety by the full text of the Seventh Amendment, which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 with respect to the Seventh Amendment is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 with respect to the issuance of the Shares is hereby incorporated by reference into this Item 3.02. The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 7.01. Regulation FD Disclosure.

On July 31, 2026, the Company issued a press release announcing the Transaction and the Seventh Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, regardless of any general incorporation language in such filing.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1#		Asset Purchase Agreement, dated July 31, 2026, by and among the Company, the Subsidiary and the Seller.
10.2		Form of Securities Receipt Agreement between the Company and the Recipients.
10.3		Seventh Amendment to Term Loan, Guarantee and Security Agreement, dated as of July 31, 2026, by and among the Company, Dragonfly Energy Corp., Battle Born Battery Products, LLC, the lenders from time to time party thereto and Alter Domus (US) LLC.
99.1		Press Release of Dragonfly Energy Holdings Corp., dated July 31, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC.

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: July 31, 2026	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President

Exhibit 99.1

Dragonfly Energy Announces Strategic Acquisition of Dakota Lithium Assets, Expanding Into New Markets

Capital-efficient acquisition adds an established revenue base with expected Adjusted EBITDA accretion beginning in Q4 2026

	●	Acquisition expands Dragonfly Energy’s reach across marine, outdoor recreation, powersports, golf cart and other specialty battery markets
	●	Dakota Lithium generated approximately $12 million in net revenue in 2025 despite working-capital and inventory constraints that significantly limited product availability
	●	Expected to begin contributing meaningful revenue and be accretive to Adjusted EBITDA in the fourth quarter of 2026
	●	$4 million purchase price includes $1 million in cash, with the remaining consideration paid in Dragonfly Energy common stock valued at $2.00 per share, a premium to recent trading levels
	●	Concurrent lender amendments provide additional financial flexibility

RENO, Nev., July 31, 2026 — Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) (“Dragonfly Energy” or the “Company”), an industry leader in lithium battery technology, today announced that it has completed the acquisition of substantially all of the operating assets associated with the Dakota Lithium® brand. The acquisition expands Dragonfly Energy’s reach across marine, outdoor recreation, powersports, golf cart and other specialty battery markets and is expected to begin contributing meaningful revenue and be accretive to Adjusted EBITDA in the fourth quarter of 2026.

Dakota Lithium is a recognized lithium iron phosphate battery brand with an established presence across specialty battery markets. The acquired assets include the Dakota Lithium brand and related intellectual property, product inventory, a complementary battery portfolio, and established customer and distributor relationships.

Based on historical financial information provided to Dragonfly Energy, Dakota Lithium generated approximately $12 million in net revenue in 2025, significantly below levels achieved in prior years amid working-capital limitations and inventory constraints that materially reduced product availability.

Dragonfly Energy plans to support the Dakota Lithium brand through its existing commercial, operational, fulfillment and customer-support infrastructure. The Company believes this approach can help restore product availability, support existing customers and create a complementary revenue stream without requiring a proportional increase in fixed overhead.

Dragonfly Energy intends to operate Dakota Lithium as a distinct brand alongside Battle Born Batteries®. The multi-brand strategy is expected to broaden the Company’s overall product offering, reach additional customer segments and price points, and expand its participation across complementary battery markets while preserving the established positioning of each brand.

The total purchase price was $4.0 million, consisting of $1.0 million in cash and $3.0 million in Dragonfly Energy common stock. The equity consideration was valued at $2.00 per share, or 1,500,000 shares of common stock, representing a premium to recent trading levels, and is subject to a 12-month contractual lock-up. The transaction structure limits upfront cash requirements and preserves liquidity as the acquired operations are integrated.

In connection with the transaction, Dragonfly Energy’s existing lenders agreed to amend certain terms of the Company’s debt arrangements, including reducing the Company’s minimum cash covenant and providing for the next two quarters of interest to be paid in kind rather than in cash. These amendments are expected to preserve approximately $1 million of near-term liquidity and provide the Company with additional financial flexibility.

“We believe Dakota Lithium represents a compelling strategic and financial opportunity for Dragonfly Energy,” said Dr. Denis Phares, Chief Executive Officer of Dragonfly Energy. “The business established a meaningful multiyear revenue base across attractive specialty battery markets, but more recently faced working-capital and inventory constraints that limited product availability. By supporting the Dakota Lithium brand through infrastructure we already have in place, we believe we can restore availability, reconnect with customers and grow the business efficiently. We expect the acquisition to support our goal of achieving positive Adjusted EBITDA in the fourth quarter of 2026.

The shares of common stock described above were offered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and have not been registered under the Act, or applicable state securities laws. Accordingly, such shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

The transaction was facilitated by an affiliate of Resolution Financial Advisors LLC, a specialty financial advisory firm based in Los Angeles, New York and Silicon Valley.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

For more information about Dragonfly Energy, visit Dragonflyenergy.com.

About Dragonfly Energy

Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) is a lithium battery technology company spanning battery cell manufacturing, pack assembly and full-system integration. The Company develops and delivers energy storage solutions for mobile, off-grid, industrial and specialty applications.

Dragonfly Energy is advancing domestic battery cell manufacturing through its patented dry electrode process and the development of next-generation battery technologies, including all-solid-state battery cells. Its work combines advanced research and development with software-enabled intelligence to improve the performance and capabilities of energy storage systems.

To learn more, visit investors.dragonflyenergy.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief, or expectations, including, but not limited to, statements regarding the anticipated benefits, timing and integration of the Dakota Lithium acquisition, the expected contribution of Dakota Lithium to the Company’s revenue and Adjusted EBITDA, the Company’s expectation of achieving positive Adjusted EBITDA in the fourth quarter of 2026, the Company’s multi-brand strategy, the anticipated effects of the lender amendments on the Company’s liquidity and financial flexibility, the Company’s future results of operations and financial position, planned products and services, business strategy and plans, market size and growth opportunities, competitive position and technological and market trends. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions.

These forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the Company’s control) which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such factors include those set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company’s subsequent filings with the SEC available at www.sec.gov. If any of these risks materialize or any of the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements contained in this press release speak only as of the date they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

###

Investor Relations

Eric Prouty

Szymon Serowiecki

AdvisIRy Partners

DragonflyIR@advisiry.com

Dragonfly Energy Media Relations

media@dragonflyenergy.com

Source: Dragonfly Energy Holdings Corp.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents