Dragonfly Energy Holdings (DFLI) 8-K Filings

Dragonfly Energy Holdings Corp. (DFLI) will implement a 1-for-8 reverse stock split effective at 12:01 a.m. Pacific Time on October 12, 2026. Its common stock is scheduled to trade on Nasdaq on a split-adjusted basis under the existing DFLI symbol that day. The Board approved the split, and stockholder approval is not required under Nevada law.

The split is intended to increase the closing bid price above $1.00 per share and enable the company to manage continued compliance with Nasdaq Listing Rule 5550(a)(2). Authorized common shares will decline from 400,000,000 to 50,000,000 shares, while the $0.0001 par value and 5,000,000 authorized preferred shares remain unchanged. Each record holder’s common shares will be divided by eight; a fractional result converts to one whole post-split share, with no cash or other consideration. Ownership percentages and voting power will remain substantially unchanged except for rounding. Equity awards, shares issuable under equity incentive plans and certain existing agreements will be adjusted proportionately; each outstanding warrant will become exercisable for 1/8 of a common share, and the conversion factor for outstanding convertible preferred stock will also be adjusted proportionately.

Dragonfly Energy Holdings Corp. (DFLI) entered into the Eighth Amendment to its senior secured term loan agreement with Dragonfly Energy Corp., its wholly owned subsidiary, Battle Born Battery Products, LLC, the lenders and Alter Domus (US) LLC, as agent.

For the quarter ending September 30, 2026, Series B preferred stockholders waived their right to receive the full cash dividend on or prior to October 1. Dragonfly Energy must pay cash dividends at 2% per annum on or prior to October 1 and 6% per annum on or prior to October 30; payment-in-kind dividends continue to accrue at 2% per annum. If the company complies with the modified schedule, the deferral will not constitute a Non-Payment Event or Preferred Default.

Dragonfly Energy Holdings Corp. approved the dismissal of CBIZ CPAs P.C. and the engagement of MaloneBailey LLP as its independent registered public accounting firm as of and for the year ended December 31, 2026. The company said the change was not the result of a disagreement with CBIZ CPAs.

CBIZ CPAs’ report on the company’s 2025 consolidated financial statements contained no adverse opinion or disclaimer and was not qualified or modified as to uncertainty, audit scope, or accounting principles. From March 31, 2025, through September 25, 2026, the company reported no disagreements with CBIZ CPAs or reportable events. It also stated that neither it nor anyone acting on its behalf had consulted MaloneBailey about specified accounting, auditing, or financial-reporting matters during the periods described.

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.

Dragonfly Energy Holdings reported preliminary Q2 2026 results with net sales of $13.2 million, down 19.0% year over year, and a net loss attributable to common shareholders of $(5.5) million, or $(0.43) per share. Gross margin improved to 33.0%. Adjusted EBITDA was $(1.6) million, a $3.0 million sequential and $0.6 million year‑over‑year improvement, coming in above guidance as cost reductions took hold.

Subsequent to quarter end, the company acquired the assets of the Dakota Lithium brand, aiming to broaden its battery portfolio beyond RV and trucking and expecting meaningful revenue and Adjusted EBITDA accretion from Q4 2026. Lenders amended debt arrangements, including paid‑in‑kind interest and deferred leverage and coverage covenants, changes expected to preserve about $1 million of near‑term liquidity. Management guides Q3 2026 net sales of approximately $13.5 million and Adjusted EBITDA of about $(2.4) million, reflecting temporary facility and Dakota integration costs, while heavy‑duty trucking revenue is expected to more than double sequentially. Cash and equivalents were $6,280 (U.S. dollars in thousands) at June 30, 2026 after $(10,641) of operating cash use in the first half. All figures are preliminary and subject to adjustment.

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.

Dragonfly Energy Holdings Corp. appointed Lukas Lutz as an independent director effective June 18, 2026. He will serve as a Class B director with a term expiring at the 2027 annual meeting of stockholders, and will also join the Nominating and Corporate Governance Committee, replacing Brian Nelson.

In connection with his appointment, Lutz received a grant of 10,000 restricted stock units, with half vesting on the grant date and half on the one-year anniversary, contingent on his continued service. The award is made under the company’s 2022 Equity Incentive Plan, and he will receive standard non-employee director fees as disclosed in the company’s most recent Form 10-K. The company states there are no related-party arrangements or transactions requiring additional disclosure.

Dragonfly Energy Holdings Corp. reported that it received a notice of allowance from the U.S. Patent and Trademark Office for a patent application titled “Powderized Solid-State Electrolyte and Electroactive Materials.”

The allowed application covers manufacturing processes that support the company’s solid-state battery development efforts, signaling progress in its technology portfolio but without financial figures or commercial terms disclosed in this update.

Dragonfly Energy Holdings Corp. reports that it has received a notice of allowance from the European Patent Office for a patent application titled “Systems and Methods for Dry Powder Coating Layers of an Electrochemical Cell.” This application covers key elements of its proprietary dry electrode manufacturing platform.

The company explains that its dry electrode manufacturing technology uses dry powder coating to form critical layers within an electrochemical cell and can support electrode, separator, and solid-state electrolyte layers. This step advances protection of Dragonfly Energy’s battery manufacturing processes in European markets.

Dragonfly Energy Holdings Corp. reported corporate housekeeping changes to its charter. On June 5, 2026, the company filed a Certificate of Amendment to its Articles of Incorporation in Nevada to update its registered agent and registered office, effective upon filing.

On the same date, Dragonfly filed a Withdrawal of Designation for its previously authorized Series A Convertible Preferred Stock. The prior Certificate of Designation had created 5,000 shares of Series A Convertible Preferred Stock, but none were issued or outstanding when the withdrawal was filed, and all related provisions were removed from the Articles of Incorporation.

Dragonfly Energy reported first quarter 2026 net sales of $9.7 million, down 27.3% year over year, as weakness in the RV market pressured volumes. Gross margin fell to 17.6%, and net loss attributable to common shareholders widened to $(7.7) million, or $(0.64) per diluted share.

Operating expenses declined to $7.4 million from $9.8 million after cost-reduction actions, and Adjusted EBITDA was $(4.6) million. Cash and equivalents fell to $8.6 million as of March 31, 2026, with net cash used in operating activities of $8.8 million.

Management highlighted a Stevens Transport purchase order valued at over $3 million spanning nearly 500 trucks and more than $500,000 in additional non-dilutive Nevada Tech Hub funding. For second quarter 2026, the company guides to net sales of about $13.2 million and Adjusted EBITDA of roughly $(1.9) million, implying a sequential revenue increase of approximately 36% and a targeted improvement of $2.7 million in Adjusted EBITDA loss.

Dragonfly Energy Holdings Corp. reported that the Japan Patent Office has granted an allowance for its patent application titled “Powderized Solid-State Electrolyte and Electroactive Materials.” This is the company’s first patent application allowance in Japan.

The allowed patent covers innovations in powderized solid-state electrolyte and electroactive materials that underpin Dragonfly’s solid-state battery development and dry electrode manufacturing platform. These materials are designed to support scalable, solvent-free electrode production while enhancing safety, energy density, and manufacturing efficiency in battery systems.

Dragonfly Energy filed an amended report and released preliminary fourth quarter and full year 2025 results, alongside a major cost-cutting plan. Full year 2025 net sales were $58.6 million, up 15.8%, with OEM revenue rising 33.8%, but the company posted a net loss of $69.9 million.

Adjusted EBITDA improved to a loss of $11.8 million from $18.5 million, while gross margin expanded to 26.7%. A March 2026 strategic realignment targeting OEM, trucking, and industrial markets is expected to deliver about $8.9 million in annualized savings through payroll cuts, discretionary spending reductions, and facility consolidation.

For the first quarter of 2026, Dragonfly guides to roughly $9.5 million in net sales and an adjusted EBITDA loss of about $4.6 million, reflecting RV market softness and a slower trucking ramp, even as management focuses on achieving profitability over time.

Dragonfly Energy Holdings Corp. reported preliminary fourth quarter and full year 2025 results alongside a major cost-cutting program. Net sales rose to $13.1M in Q4 and $58.6M for 2025, up 6.9% and 15.8%, driven by OEM revenue growth and higher licensing fees. Full year gross profit increased to $15.6M with gross margin of 26.7%, but the company posted a net loss of $69.9M and Adjusted EBITDA of negative $11.8M, helped versus 2024 by lower adjusted losses. Management announced a strategic cost realignment, including a roughly 20% reduction in payroll through executive, director, and employee salary cuts partly replaced with equity, workforce reductions, lower discretionary and DTC marketing spend, and facility consolidation expected to cut expenses by $4.0M. These actions are expected to generate approximately $8.9M in annualized savings. For Q1 2026, Dragonfly anticipates net sales of about $9.5M and an Adjusted EBITDA loss of around $4.6M, reflecting RV market softness and a slower trucking ramp.

Dragonfly Energy Holdings Corp. entered an Equity Distribution Agreement with Canaccord Genuity LLC and other agents, allowing the company to offer and sell up to $50.0 million of common stock from time to time in an at-the-market offering.

Sales will be made under an existing effective shelf registration statement on Form S-3 and a related prospectus supplement, with the agents earning a 3.0% commission on gross proceeds. Dragonfly is not obligated to sell any shares, and the agents’ obligations are subject to customary closing conditions and supported by indemnification, contribution, and expense reimbursement arrangements.

Dragonfly Energy Holdings Corp. is implementing a one-for-ten reverse stock split of its common stock, effective at 6:00 a.m. Eastern Time on December 18, 2025. This means every ten issued and outstanding shares of common stock are being combined into one share. The common stock will begin trading on a reverse-split-adjusted basis on The Nasdaq Capital Market on December 18, 2025, and will continue to trade under the ticker symbol DFLI.

The reverse split affects all stockholders uniformly and is not intended to change any investor’s proportional ownership in the company, except for minor differences caused by eliminating fractional shares. No fractional shares will be issued; instead, stockholders entitled to a fraction will receive cash in lieu of that fraction. The par value and the total number of authorized shares of common stock remain unchanged, and outstanding options and warrants are being proportionately adjusted. Stockholders previously authorized the board to implement a reverse split within a specified range, and the board selected the one-for-ten ratio on December 2, 2025.

Dragonfly Energy (DFLI) furnished a press release with selected results for the third quarter ended September 30, 2025, and will discuss these results on a webcast earnings call at 4:30 p.m. Eastern Time on November 14, 2025.

The press release is included as Exhibit 99.1 and referenced under Items 2.02 and 7.01. The information is being furnished to the SEC and is not deemed “filed” for purposes of Section 18 of the Exchange Act.

Dragonfly Energy Holdings (DFLI) entered a debt-for-equity exchange. The company issued $25 million of newly created Series B Convertible Preferred Stock in exchange for $25 million principal of its senior secured term loan. The Series B converts at $3.15 per share, for an aggregate 7,936,508 common shares if fully converted.

Each preferred share has a $1,000 liquidation preference and accrues a 10% annual dividend, payable 80% in cash and 20% in kind, with potential automatic increases per the designation. The preferred ranks senior to all other capital stock and carries no voting rights except as provided. Dragonfly may redeem at the greater of liquidation preference or as-converted value, and must apply 50% of net proceeds from future equity offerings to redemptions; holders can require redemption if outstanding after October 7, 2027 or upon specified events. Conversions are limited by a 4.99% beneficial ownership cap. The issuance and underlying shares were made under Section 4(a)(2) of the Securities Act.

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.

Dragonfly Energy Holdings (DFLI) amended its senior secured term loan to restructure debt. The company prepaid $45.0 million from recent equity offering proceeds, agreed to exchange $25 million of loan principal for newly created Series B preferred stock, and received $5.0 million of principal forgiveness. After these steps, $17 million remains outstanding at a fixed 12% interest rate, payable monthly starting December 31, 2025, maturing in October 2027.

The Series B preferred will be convertible at $3.15 per share into up to 7,936,508 common shares, carries an 8% cash dividend and a 2% in‑kind dividend, and cannot be converted for six months after issuance. The company may redeem at the greater of stated value plus accrued dividends or the as‑converted value; 25% of net proceeds from any future equity offerings must be used to redeem preferred at that price, and holders can require redemption if any shares remain outstanding on October 7, 2027.

The amendment includes a fee of approximately $450,000 in cash and $450,000 added to principal, waives certain covenants through December 31, 2026, and adds a monthly $5.0 million minimum liquidity covenant. The preferred and its underlying common shares were issued as unregistered securities under Section 4(a)(2).

Dragonfly Energy Holdings (DFLI) announced an underwritten public offering of 36,000,000 common shares at $1.35 and pre-funded warrants to purchase up to 5,000,000 shares at $1.3499, with a 30‑day option for up to 6,150,000 additional shares. The company expects approximately $51.7 million in net proceeds, with closing expected on or about October 17, 2025, subject to customary closing conditions. Pre-funded warrants are immediately exercisable at $0.0001 per share and include a 9.99% (or 4.99% at purchaser election) beneficial ownership cap.

The company plans to use proceeds for working capital and corporate purposes, including repaying $45.0 million under its term loan and investing in near-term revenue initiatives and next‑generation battery technologies. Dragonfly also reached a non‑binding agreement in principle to restructure its debt: convert $25 million of principal into preferred stock convertible at $3.15 (7,936,508 shares) with 8% cash and 2% PIK dividends, forgive $5 million of principal, and set the remaining $17 million at 12% fixed interest maturing in October 2027. Covenants would be waived through December 31, 2026 with a $5.0 million minimum liquidity covenant. The restructuring remains subject to definitive agreements and approvals.

Dragonfly Energy entered an underwriting agreement for an underwritten public offering of 36,000,000 common shares at $1.35 and pre-funded warrants to purchase up to 5,000,000 shares at $1.3499. The underwriters have a 30-day option for up to an additional 6,150,000 shares at the public price.

Net proceeds are expected to be approximately $51.7 million. The company plans to use proceeds for working capital and general purposes, including repaying $45.0 million under its Term Loan, investing in near-term revenue initiatives, and advancing next‑generation battery technologies. Pre-funded warrants are immediately exercisable at $0.0001 per share and include a 9.99% (or 4.99% at purchaser election) beneficial ownership cap, adjustable with 61 days’ notice. The company agreed to 90‑day restrictions on issuing and selling additional equity.

Separately, the company reached a non-binding agreement in principle to restructure debt: prepay $45.0 million; convert $25 million into preferred stock convertible at $3.15 (7,936,508 shares) with 8% cash and 2% PIK dividends and a six‑month conversion standstill; forgive $5 million; leave $17 million at 12% fixed interest maturing October 2027; pay fees of about $450,000 in cash and $450,000 added to principal; and obtain certain covenant waivers through December 31, 2026 with a $5.0 million minimum liquidity covenant.

Dragonfly Energy Holdings (DFLI) reported results from its October 15, 2025 Annual Meeting and related governance actions. Stockholders approved an amendment to the 2022 Equity Incentive Plan, increasing shares available for issuance by 9,000,000 (to 10,217,504), effective upon approval.

Stockholders also authorized the Board, in its discretion within one year, to effect a reverse stock split of the then-outstanding common shares at a ratio of not less than 1:2 and not greater than 1:50, with the exact ratio to be announced publicly. Proposals to increase authorized common stock in the event of a proportional reduction and to adjust voting standards were not approved. Denis Phares and Luisa Ingargiola were elected as Class C directors, and CBIZ CPAs P.C. was ratified as independent auditor for 2025.

Dragonfly Energy Holdings Corp. furnished an 8-K announcing a press release with preliminary financial results for the quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and incorporated by reference.

The company noted the information was furnished under Item 2.02 and “shall not be deemed filed” under the Exchange Act. Dragonfly’s securities trade on Nasdaq as DFLI (common stock) and DFLIW (warrants).

Dragonfly Energy Holdings Corp. entered an underwriting agreement to sell 20,000,000 shares of its common stock at a public offering price of $1.25 per share and granted the underwriters a 30‑day option for up to 3,000,000 additional shares at the same price. The underwriters fully exercised that option, increasing the total shares offered to 23,000,000. All shares are being sold by the company rather than existing holders.

The filing notes standard representations, warranties and termination provisions in the underwriting agreement and includes legal opinions and a pricing press release as exhibits. The document discloses the offering size and price, the exercise of the option in full, and attendant legal and disclosure exhibits; it does not provide proceeds, use of proceeds, or underwriting fees in the disclosed text.