STOCK TITAN

Nasdaq warns Dragonfly Energy (NASDAQ: DFLI) on equity shortfall

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. (DFLI) reported that on August 20, 2026 it received a notice from Nasdaq stating it is not in compliance with Listing Rule 5550(b)(1). Stockholders’ equity (deficit) was $(184,000) as of June 30, 2026, below the required $2.5 million, and the company also did not meet alternative standards for market value of listed securities of $35 million or net income from continuing operations of $500,000.

The notice does not immediately affect the listing of DFLI common stock or warrants, which continue to trade on the Nasdaq Capital Market while the company works toward compliance. Dragonfly has 45 days, until October 5, 2026, to submit a compliance plan. If accepted, Nasdaq may grant up to 180 days from August 20, 2026, or until February 16, 2027, to regain compliance. If a plan is not accepted, the company can appeal to a Nasdaq hearings panel, and there is no assurance it will regain or maintain compliance.

Positive

  • None.

Negative

  • Nasdaq notified the company that stockholders’ equity (deficit) of $(184,000) is below the required $2.5 million, creating a continued listing deficiency and potential delisting risk if compliance is not restored.
  • DFLI also fails alternative standards requiring $35 million market value of listed securities or $500,000 net income from continuing operations, limiting available paths to regain compliance.
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.
Stockholders’ equity (deficit) $(184,000) As reported in the Form 10-Q for the period ended June 30, 2026
Minimum stockholders’ equity requirement $2.5 million Nasdaq Capital Market Listing Rule 5550(b)(1) requirement for continued listing
Alternative market value of listed securities standard $35 million Alternative Nasdaq continued listing standard not met as of August 20, 2026
Alternative net income standard $500,000 Net income from continuing operations in the most recent year or two of last three years
Plan submission period 45 days Time from August 20, 2026 (until October 5, 2026) to submit compliance plan
Maximum compliance extension period 180 days From August 20, 2026 (until February 16, 2027) if Nasdaq accepts the plan
Listing Rule 5550(b)(1) regulatory
"not in compliance with the minimum stockholders’ equity requirement for continued listing"
Listing Rule 5550(b)(1) is a Nasdaq listing standard that sets a minimum share price requirement companies must meet to stay listed on the exchange. It matters to investors because falling below that threshold can trigger delisting procedures, which often reduce a stock’s visibility, trading liquidity and value; think of it like a minimum score needed to remain in a sports league — miss it and you risk being dropped until you improve.
stockholders’ equity (deficit) financial
"because the Company’s stockholders’ equity (deficit) of $(184,000) as reported"
market value of listed securities financial
"did not meet the 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
"or net income from continuing operations of $500,000 in the most recently completed"
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
"the Company will have the right to appeal such decision 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

What Nasdaq compliance issue did Dragonfly Energy (DFLI) disclose?

Dragonfly Energy disclosed that Nasdaq notified it on August 20, 2026 that it is not in compliance with Listing Rule 5550(b)(1) because stockholders’ equity (deficit) was $(184,000), below the required $2.5 million, and it did not meet alternative market value or net income standards.

Does the Nasdaq notice immediately affect trading of DFLI stock and warrants?

No. The company states the Nasdaq notice has no immediate impact on the listing of its common stock or warrants. Both securities will continue to be listed and traded on the Nasdaq Capital Market while Dragonfly works to regain compliance with the continued listing requirements.

What deadlines did Nasdaq give Dragonfly Energy (DFLI) to regain compliance?

Dragonfly has 45 days from August 20, 2026, or until October 5, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 days from August 20, 2026, or until February 16, 2027, to regain compliance.

Which Nasdaq listing requirements did DFLI fail to meet?

DFLI failed the minimum stockholders’ equity requirement of $2.5 million because it reported a stockholders’ equity (deficit) of $(184,000). As of August 20, 2026, it also did not meet alternative standards for $35 million market value of listed securities or $500,000 net income from continuing operations.

What does Dragonfly Energy (DFLI) plan to do in response to the Nasdaq notice?

Dragonfly plans to submit to Nasdaq, within the required 45-day period, a plan to regain compliance with Listing Rule 5550(b)(1). The company also notes there can be no assurance Nasdaq will accept the plan or that it will be able to regain or maintain compliance.

Can Dragonfly Energy (DFLI) appeal if Nasdaq rejects its compliance plan?

Yes. If Nasdaq does not accept the company’s plan to regain compliance, Dragonfly will have the right to appeal that decision to a Nasdaq hearings panel, as described in the company’s disclosure.

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

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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): August 20, 2026

 

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

 

On August 20, 2026, Dragonfly Energy Holdings Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department 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.

 

The Letter has no immediate impact on the listing of the Company’s common stock or warrants, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued listing requirements. The Company has 45 calendar days from August 20, 2026, or until October 5, 2026, to submit to Nasdaq a plan to regain compliance with Listing Rule 5550(b)(1). If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from August 20, 2026, or until February 16, 2027, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel.

 

The Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Listing Rule 5550(b)(1). There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with Listing Rule 5550(b)(1) or maintain compliance with any other Nasdaq requirement in the future.

 

The Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Listing Rule 5810(b).

 

 
 

 

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: August 21, 2026 By: /s/ Denis Phares
  Name: Denis Phares
  Title: Chief Executive Officer, Interim Chief Financial Officer and President

 

 

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