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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): July 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
1.01 Entry into a Definitive Material Agreement.
On
July 20, 2025, Dragonfly Energy Holdings Corp. (the “Company”) entered into a Settlement and Release Agreement (the “Agreement”)
with the holder (the “Investor”) of the outstanding shares of the Company’s Series A Convertible Preferred Stock, par
value $0.0001 per share (the “Series A Preferred Stock”), which shares are convertible into shares of common stock, par value
$0.0001 per share (“Common Stock”) of the Company. Pursuant to the terms of the Agreement, the Company will issue and deliver
2,100,000 shares of Common Stock (the “Shares”) to the Investor and the Investor will surrender to the Company all of the
outstanding shares of Series A Preferred Stock. In addition, under the Agreement, upon the issuance of the Shares, the Company’s
obligations under the Securities Purchase Agreement, the Certificate of Designation governing the Series A Preferred Stock and the other
agreements entered into in connection with the offering of the Series A Preferred Stock shall be satisfied in full and the Securities
Purchase Agreement and the other agreements shall be deemed terminated and any remaining shares of Series A Preferred Stock that are
outstanding or deemed to be outstanding shall be deemed cancelled and no longer outstanding and the Company shall have no further obligation
to issue any shares of Common Stock or Series A Preferred Stock to the Investor under such agreements or otherwise. Under the Agreement,
each party also provided a full release to the other party.
The
Shares are being sold and issued without registration in reliance on the exemption from registration provided by Section 3(a)(9) of the
Securities Act of 1933, as amended (the “Securities Act”), and in reliance on similar exemptions under applicable state laws.
The
Agreement contains customary representations, warranties and agreements by the Company. The representations, warranties and covenants
contained in the Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of
the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The
form of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement
is subject to, and qualified in its entirety by, the form of such document, which 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 issuance of the Shares is hereby incorporated by reference into this Item
3.02. The Shares are being sold and issued without registration under the Securities Act in reliance on the exemption from registration
provided by Section 3(a)(9) of the Securities Act, and in reliance on similar exemptions under applicable state laws.
Item
7.01. Regulation FD Disclosure.
On
July 21, 2025, the Company issued a press release announcing, among other things, the entry into the transactions described herein. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01 of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall such information or Exhibit 99.1
be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Settlement and Mutual Release Agreement, dated July 20, 2025, by and between the Company and the investor party thereto. |
| 99.1 |
|
Press Release dated July 21, 2025. |
| 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:
July 21, 2025 |
By: |
/s/
Denis Phares |
| |
Name:
|
Denis
Phares |
| |
Title: |
Chief
Executive Officer, Interim Chief Financial Officer and President |
