As
filed with the Securities and Exchange Commission on November 18, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DRAGONFLY
ENERGY HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
85-1873463 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
| |
|
|
12915
Old Virginia Road
Reno,
Nevada |
|
89521 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
| Dragonfly
Energy Holdings Corp. 2022 Equity Inventive Plan |
| (Full
title of the plan) |
Denis
Phares
Chief
Executive Officer
Dragonfly
Energy Holdings Corp.
12915
Old Virginia Road
Reno,
Nevada 89521
(Name
and address of agent for service)
Tel:
(775) 662 - 3448
(Telephone
number, including area code, of agent for service)
Please
send copies of all communications to:
Steven
M. Skolnick, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Tel:
(212) 262-6700
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
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| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is filed by Dragonfly Energy Holdings Corp. (the “Company”) for the purpose of
registering additional shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
to be issued under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). The amendment to increase the
number of shares available for issuance under the 2022 Plan from 1,217,504 to 10,217,504 (the “Amendment”) was approved
by the Board of Directors of the Company (the “Board”) on September 5, 2025 and by the stockholders of the Company
on October 15, 2025. This Registration Statement registers an aggregate of 9,000,000 additional shares of Common Stock available for
issuance under the 2022 Plan as a result of the Amendment.
The
shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as (i) the 289,550 shares
of Common Stock registered for issuance under the 2022 Plan and the 273,823 shares of Common Stock registered for issuance under the
Company’s Employee Stock Purchase Plan (the “ESPP”) pursuant to the currently effective Registration Statement
on Form S-8 (Registration No. 333-268784) filed on December 13 2022, and subsequently amended by Post-Effective Amendment No. 1 filed
on August 30, 2023, (ii) the 192,324 shares of Common Stock registered for issuance under the 2022 Plan and the 81,415 shares of Common
Stock registered for issuance under the ESPP pursuant to the currently effective Registration Statement on Form S-8 (Registration No.
333-274277) filed on August 30, 2023, (iii) the 267,824 shares of Common Stock registered for issuance under the 2022 Plan and 66,956
shares of Common Stock registered for issuance under the ESPP pursuant to the currently effective Registration Statement on Form S-8
(Registration No. 333-280173) filed on June 13, 2024, and (iv) the 289,306 shares of Common Stock registered for issuance under the 2022
Plan and 72,327 shares of Common Stock registered for issuance under the ESPP pursuant to the currently effective Registration Statement
on Form S-8 (Registration No. 333-286400) filed on April 4, 2025.
Pursuant
to General Instruction E of Form S-8, the contents of the Company’s Registration Statements on Form S-8 (Registration Nos. 333-268784,
333-274277, 333-280173 and 333-286400), including any amendments thereto or filings incorporated therein, are incorporated herein by
this reference to the extent not replaced hereby.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Company with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), are incorporated herein by reference:
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●
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the
Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) filed with the
SEC on March 31, 2025; |
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● |
the
Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2025, June
30, 2025 and September 30, 2025, filed with the SEC on May 16, 2025, August 14, 2025 and November 14, 2025, respectively; |
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●
|
the
Company’s Current Reports on Form 8-K filed with the SEC on January
3, 2025, February
5, 2025, February
27, 2025, March
10, 2025, March
24, 2025, April
28, 2025, May
8, 2025, June
3, 2025, June
13, 2025, June
24, 2025,
June 27, 2025, July
7, 2025, July
21, 2025, July
29, 2025, July
30, 2025, September
4, 2025, October
6, 2025, October
15, 2025, October
16, 2025, October
20, 2025, October
21, 2025 and November 5, 2025 and on Form 8-K/A filed with the SEC on October
16, 2025 (in each case, excluding any information deemed furnished under Items 2.02 or 7.01 of Form 8-K, including the related
exhibits, which information is not incorporated by reference herein); and |
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●
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the
description of the Common Stock of the Company contained in its Registration Statement on Form 8-A, filed on August 10, 2021 under
Section 12(b) of the Exchange Act including any amendments or reports filed for the purpose of updating such description, including
Exhibit 4.18 to the Form 10-K. |
All
documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which
also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item
8. Exhibits.
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Incorporated
By Reference |
| Exhibit
No. |
|
Description |
|
Form |
|
Exhibit |
|
Filing
Date |
| 4.1 |
|
Articles of Incorporation of Dragonfly Energy Holdings Corp. |
|
8-K |
|
3.1 |
|
03/31/2023 |
| 4.2 |
|
Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., dated November 29, 2023. |
|
8-K |
|
3.1 |
|
11/29/2023 |
| 4.3 |
|
Bylaws. |
|
8-K |
|
3.2 |
|
03/31/2023 |
| 4.4 |
|
Specimen Common Stock Certificate of Dragonfly Energy Holdings Corp. |
|
8-K |
|
4.1 |
|
10/11/2022 |
| 4.5 |
|
Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., dated November 19, 2024. |
|
8-K |
|
3.1 |
|
11/22/2024 |
| 4.6 |
|
Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., dated April 25, 2025. |
|
8-K |
|
3.1 |
|
04/28/2025 |
| 5.1* |
|
Opinion of Parsons Behle & Latimer. |
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| 23.1* |
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Consent of Marcum LLP. |
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| 23.3* |
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Consent of Parsons Behle & Latimer (included in Exhibit 5.1). |
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| 24.1* |
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Power of Attorney (contained on the signature page of this Registration Statement). |
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| 99.1 |
|
Dragonfly Energy Holdings Corp. 2022 Equity Incentive Plan. |
|
8-K |
|
10.5 |
|
10/11/2022 |
| 99.2 |
|
Dragonfly Energy Holdings Corp. Employee Stock Purchase Plan. |
|
8-K |
|
10.6 |
|
10/11/2022 |
| 107* |
|
Filing Fee Table. |
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| *
Filed herewith. |
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Reno, Nevada, on November 18, 2025.
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Dragonfly
Energy Holdings Corp. |
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|
|
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By: |
/s/
Denis Phares |
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|
Denis
Phares |
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|
President,
Chief Executive Officer and Interim Chief Financial Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Denis Phares as his or her
true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration
Statement, and to sign any registration statement for the same offering covered by this Registration Statement and filed pursuant to
Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the date indicated:
| Signature |
|
Title |
|
Date |
| |
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|
| /s/
Denis Phares |
|
Chairman,
President, Chief Executive Officer and Interim Chief Financial Officer
(Principal
Executive Officer)
(Principal
Financial and Accounting Officer) |
|
November
18, 2025 |
| Denis
Phares |
|
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|
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| /s/
Luisa Ingargiola |
|
Director |
|
November
18, 2025 |
| Luisa
Ingargiola |
|
|
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|
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| /s/
Brian Nelson |
|
Director |
|
November
18, 2025 |
| Brian
Nelson |
|
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|
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|
|
| /s/
Perry Boyle |
|
Director |
|
November
18, 2025 |
| Perry
Boyle |
|
|
|
|
