[8-K] Dragonfly Energy Holdings Corp. Reports Material Event

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. (DFLI) reported it has regained full compliance with Nasdaq listing standards. The company’s common stock achieved a closing bid price at or above $1.00 per share for a minimum of 10 consecutive business days, satisfying Nasdaq Listing Rule 5550(a)(2). It also met the minimum market value of listed securities threshold, maintaining $35 million or greater for 10 consecutive business days under Rule 5550(b)(2). Nasdaq has closed these matters.

Pursuant to Nasdaq Listing Rule 5815(d)(4)(B), Dragonfly will be under a Mandatory Panel Monitor through October 20, 2026. If it falls below the bid-price requirement during this period, the Staff will issue a Delist Determination Letter, and the company may request a new hearing. During the one-year monitoring period, the company cannot submit a plan of compliance and the Staff cannot grant additional time to regain compliance.

Insights

Equity listing & compliance analyst

DFLI regained Nasdaq compliance; one-year panel monitoring applies.

Dragonfly Energy restored compliance with two key Nasdaq thresholds: a closing bid at or above $1.00 for 10 consecutive business days and market value of listed securities at or above $35 million for 10 consecutive business days. Nasdaq confirmed the company is now fully compliant and closed the matters as of October 20, 2025.

Under Rule 5815(d)(4)(B), the company enters a Mandatory Panel Monitor through October 20, 2026. If it fails the Minimum Bid Price Requirement during this period, the Staff will issue a Delist Determination Letter. The company may request a new hearing, but no compliance plan may be submitted and no additional time may be granted by Staff.

Practically, this permits continued trading on Nasdaq while placing stricter consequences on any new deficiency. Actual impact will depend on maintaining the bid price and MVLS within the monitoring window.

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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): October 20, 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 8.01. Other Events.

On October 20, 2025, Dragonfly Energy Holdings Corp. (the “Company”) received a letter (the “Letter”) from the Nasdaq Hearings Panel (the “Panel”) of the Nasdaq Stock Market, LLC (“Nasdaq”) stating that because the Company’s common stock, par value $0.0001 (the “Common Stock”), had a closing bid price at or above $1.00 per share for a minimum of 10 consecutive business days, the Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2). Additionally, the Letter stated that because the Company’s market value of listed securities had been $35 million or greater for a minimum of 10 consecutive business days, the Company had also regained compliance with the minimum market value of listed securities requirement for continued listing on the Nasdaq Capital Market (the “MVLS Requirement”), as set forth in Nasdaq Listing Rule 5550(b)(2). Accordingly, the Company is in full compliance with Nasdaq’s continued listing requirements, and these matters are now closed.

Pursuant to Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor through October 20, 2026. If, within that one-year monitoring period, the Company fails to maintain compliance with the Minimum Bid Price Requirement, the staff of the Nasdaq Listing Qualifications Department (the “Staff”) will issue a Delist Determination Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Panel if the initial Panel is unavailable. Notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to any deficiency that arises during the one-year monitoring period, and the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency.

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 21, 2025	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President

FAQ

What did DFLI announce in its 8-K?

DFLI regained full Nasdaq compliance after meeting the $1.00 bid price and $35 million MVLS thresholds for 10 consecutive business days.

Which Nasdaq rules did DFLI meet to regain compliance?

Rule 5550(a)(2) (minimum bid price of $1.00) and Rule 5550(b)(2) (market value of listed securities of $35 million).

How long will DFLI be under the Mandatory Panel Monitor?

Through October 20, 2026, pursuant to Nasdaq Listing Rule 5815(d)(4)(B).

What happens if DFLI falls below the bid-price requirement during monitoring?

Nasdaq Staff will issue a Delist Determination Letter, and DFLI may request a new hearing.

Can DFLI submit a plan of compliance during the monitoring period?

No. The company cannot provide a plan, and Staff cannot grant additional time for any deficiency during the one-year monitoring period.

Which securities are listed for DFLI?

Common stock (DFLI) and redeemable warrants (DFLIW) on The Nasdaq Capital Market.