Dragonfly Energy gets Nasdaq extension to Dec. 31, 2026

Q: What does DFLI need to do by December 31, 2026?

On or before December 31, 2026, Dragonfly must furnish the SEC and Nasdaq a publicly available report evidencing compliance with the minimum stockholders’ equity requirement. If it fails to evidence compliance upon filing its subsequent periodic report for the period ending December 31, 2026, it may be subject to delisting.

Q: What alternative Nasdaq standards did DFLI fail to meet?

Nasdaq cited a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The company did not meet these alternative standards as of August 20, 2026.

A publicly available report must evidence compliance by December 31, 2026; failure to satisfy the extension terms will prompt written delisting notification.

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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Form Type

8-K

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. (DFLI) received a Nasdaq extension through December 31, 2026, to regain compliance with the minimum stockholders’ equity requirement. Its stockholders’ equity was a deficit of $184,000 for the period ended June 30, 2026, below the $2.5 million minimum. As of August 20, 2026, Nasdaq also said the company did not meet alternative standards based on market value of listed securities of $35 million or net income from continuing operations of $500,000 in its most recently completed fiscal year or in two of the last three most recently completed fiscal years.

On or before December 31, 2026, the company must furnish the SEC and Nasdaq a publicly available report evidencing compliance. If it fails to evidence compliance upon filing its subsequent periodic report for the period ending December 31, 2026, it may be subject to delisting. If it does not satisfy the extension terms, Nasdaq Staff will provide written notification that its securities will be delisted, which the company may appeal to a Nasdaq hearings panel.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

How the balance works

Positive

None.

Negative

Major pointEquity deficit: $184,000 versus Nasdaq’s $2.5 million minimum.

Insights

Analyzing...

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Stockholders’ equity: $184,000 deficit Minimum stockholders’ equity requirement: $2.5 million Market value of listed securities: $35 million +2 more

5 metrics

Stockholders’ equity $184,000 deficit Period ended June 30, 2026

Minimum stockholders’ equity requirement $2.5 million Nasdaq continued-listing requirement

Market value of listed securities $35 million Alternative compliance standard cited as unmet as of August 20, 2026

Net income from continuing operations $500,000 Alternative standard cited as unmet as of August 20, 2026

Extension deadline December 31, 2026 Deadline to furnish a publicly available report evidencing compliance

Key Terms

minimum stockholders’ equity requirement, market value of listed securities, net income from continuing operations, Nasdaq hearings panel

4 terms

minimum stockholders’ equity requirement regulatory

"minimum stockholders’ equity requirement for continued listing"

market value of listed securities regulatory

"alternative compliance standards relating to the market value of listed securities"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

net income from continuing operations financial

"net income from continuing operations of $500,000"

Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.

Nasdaq hearings panel regulatory

"appeal the Staff’s determination to a Nasdaq hearings panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does DFLI need to do by December 31, 2026?

On or before December 31, 2026, Dragonfly must furnish the SEC and Nasdaq a publicly available report evidencing compliance with the minimum stockholders’ equity requirement. If it fails to evidence compliance upon filing its subsequent periodic report for the period ending December 31, 2026, it may be subject to delisting.

What alternative Nasdaq standards did DFLI fail to meet?

Nasdaq cited a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The company did not meet these alternative standards as of August 20, 2026.

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

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Available on EDGAR 10/23/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:30 PM EDT

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 22, 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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on August 20, 2026, Dragonfly Energy Holdings Corp. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), because the Company’s stockholders’ equity (deficit) of $(184,000) as reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026 was below the required minimum of $2.5 million, and because, as of August 20, 2026, the Company did not meet the alternative compliance standards relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

On October 5, 2026, the Company submitted a plan to the Staff to regain compliance with the minimum stockholders’ equity requirement and on October 22, 2026, the Staff notified the Company that Nasdaq had granted the Company an extension through December 31, 2026, to regain compliance. Under the terms of the extension, on or before December 31, 2026, the Company must furnish to the Securities and Exchange Commission (the “SEC”) and Nasdaq a publicly available report evidencing compliance with the minimum stockholders’ equity requirement. In addition, if the Company fails to evidence compliance with the minimum stockholders’ equity requirement upon filing its subsequent periodic report for the period ending December 31, 2026 with the SEC and Nasdaq, the Company may be subject to delisting. In the event the Company does not satisfy the terms of the extension, the Staff will provide written notification that the Company’s securities will be delisted, at which time the Company may appeal the Staff’s determination to a Nasdaq hearings panel.

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 23, 2026	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents