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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): November 4, 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
1.01 Entry into a Definitive Material Agreement.
Exchange
Agreement
As
previously disclosed, Dragonfly Energy Holdings Corp. (the “Company”) entered into an amendment to its Term Loan, Guarantee
and Security Agreement with the lenders (the “Lenders”) with respect to the Company’s senior secured term loan facility
(the “Term Loan”), whereby the Company and the Lenders agreed to restructure the Company’s outstanding indebtedness.
As the final part of the restructuring, on November 4, 2025, the Company and the Lenders entered into an exchange agreement (the “Exchange
Agreement”) pursuant to which the Company issued $25 million of shares of newly created Series B Convertible Preferred Stock of
the Company (the “Series B Preferred Stock”) in exchange for $25 million outstanding principal amount of the Term Loan. The
Series B Preferred Stock is convertible into shares of the Company’s common stock, par value $0.0001 (the “Common Stock”)
at the option of the Lenders at a conversion price of $3.15 per share, or an aggregate of 7,936,508 shares of Common Stock, and has such
other terms as set forth below under “Series B Preferred Stock”.
The
summary of the terms of the Exchange Agreement herein is subject to and qualified in its entirety by the full text of the Exchange Agreement,
which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Series
B Preferred Stock
On
November 4, 2025, the Company filed a Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and
Other Restrictions of Series B Convertible Preferred Stock of the Company (the “Certificate of Designation”) with the Secretary
of State of the State of Nevada to establish the rights, privileges, preferences, and restrictions of the Series B Preferred Stock. As
set forth in the Certificate of Designation, the Company designated 25,000 shares of preferred stock as Series B Preferred Stock. The
following is a summary of the principal terms of the Series B Preferred Stock:
General.
Each share of Series B Preferred Stock has a stated value of $1,000 per share.
Ranking.
The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution
and winding up of the Company, ranks senior to all of the Company’s capital stock, unless the Requisite Holders (as defined in
the Certificate of Designation) consents to the Company’s creation of other capital stock that is senior or equal in rank to the
Series B Preferred Stock.
Dividends.
The holders of Series B Preferred Stock will be entitled to receive dividends, which will accrue at 10% per annum, commencing
from the date of issuance of the Series B Preferred Stock (the “Initial Issuance Date”), payable (i) 80% in cash (the “Cash
Dividends”) and (i) 20% “in kind” and added the Liquidation Preference (as defined below) of such holder’s Series
B Preferred Stock (“PIK Dividends”). Such dividends are payable quarterly in arrears on the first trading day of each fiscal
quarter commencing on the first trading day of the initial fiscal quarter after the date of issuance. Upon the occurrence of certain
events, the dividend rate may automatically increase, as described in the Certificate of Designation.
Conversion
at Option of Holder. At any time from and after six months following the first date of issuance of any shares of Series B Preferred
Stock, subject to the Beneficial Ownership Limitation (as defined below), each holder of Series B Preferred Stock may convert all or
a portion of the outstanding Series B Preferred Stock, at such holder’s option, into shares of Common Stock at a conversion rate
equal to the quotient of (i) the Liquidation Preference (as defined below) divided by (ii) $3.15.
Liquidation
Preference. Each share of Series B Preferred Stock carries a liquidation preference equal to (1) one thousand dollars ($1,000), plus
(2) the aggregate amount of all PIK Dividends paid since the Initial Issuance Date, plus (3) the aggregate amount of all cash and
PIK dividends that have accrued and remain unpaid since the Initial Issuance Date (the “Liquidation Preference”).
Voting
Rights. The holders of the Series B Preferred Stock shall have no voting power and no right to vote on any matter at any time, either
as a separate series or class or together with any other series or class of shares of capital stock, and shall not be entitled to call
a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except
as provided in the Certificate of Designation (or as otherwise required by applicable law).
Change
of Control Exchange. Upon a change of control of the Company, each holder may require the Company to exchange such holder’s
shares of Series B Preferred Stock for consideration equal to the Optional Redemption Price (as defined below).
Company
Optional Redemption. The Company has the right, at any time, to redeem all or part of the then outstanding shares of Series B Preferred
Stock (a “Company Optional Redemption”) by delivering a written notice to each holder of Series B Preferred Stock (such delivery
date, the “Company Optional Redemption Notice Date”). The shares of Series B Preferred Stock subject to redemption will be
redeemed by the Company in cash at a price equal to the greater of (a) the Liquidation Preference of the Series B Preferred Stock being
redeemed as of the Company Optional Redemption Notice Date and (b) the as-converted value of the Series B Preferred Stock (as set forth
in the Certificate of Designation) being redeemed as of the Company Optional Redemption Notice Date (the “Optional Redemption Price”).
Company
Automatic Redemption. In connection with any future equity offerings, the Company will be required to use 50% of the net proceeds
from such offering to redeem outstanding shares of the Series B Preferred Stock at the Optional Redemption Price. In the event the Company
has not redeemed the outstanding shares of Series B Preferred Stock by October 7, 2027 or upon the occurrence of a Non-Payment Event
(as defined in the Certificate of Designation), the holders will have the right to require the Company to redeem the Series B Preferred
Stock at the Optional Redemption Price.
Covenants.
The Certificate of Designation contains a variety of obligations on the Company’s part not to engage in specified activities. In
particular, the Company will not, and will cause its subsidiaries to not, redeem, repurchase or declare any dividend or distribution
on any of its capital stock (other than as required under the Certificate of Designation) and will not incur any funded indebtedness
(other than Permitted Indebtedness, as defined in the Certificate of Designation), enter into any transactions with affiliates, or incur
any liens, in each case without the prior written consent of the Requisite Holders and subject to certain exceptions, as applicable.
In addition, the Company will not issue any shares of Series B Preferred Stock or issue any other securities that would cause a breach
or default under the Certificate of Designation.
Beneficial
Ownership Limitation. Each holder of Series B Preferred Stock is restricted from acquiring shares of Common Stock upon conversion
thereof that would result in the number of shares beneficially owned by such holder and its affiliates exceeding 4.99% of the total number
of shares of Common Stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”).
The
summary of the terms of the Certificate of Designation is subject to, and qualified in its entirety by, the Certificate of Designation
filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth above in Item 1.01 with respect to the Exchange Agreement and the shares of Series B Preferred Stock is hereby
incorporated by reference into this Item 3.02. The issuance of the Series B Preferred Stock and any related shares of Common Stock underlying
the Series B Preferred Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and are instead being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth above in Item 1.01 with respect to the Certificate of Designation is hereby incorporated by reference into this
Item 5.03.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series B Convertible Preferred Stock of the Company. |
| 10.1 |
|
Exchange Agreement, dated November 4, 2025, by and between the Company and the Lenders. |
| 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:
November 5, 2025 |
By: |
/s/
Denis Phares |
| |
Name:
|
Denis
Phares |
| |
Title: |
Chief
Executive Officer, Interim Chief Financial Officer and President |
