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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 2, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
July 2, 2025, Dragonfly Energy Holdings Corp. (the “Company”) received notice (the “Notice”) from The Nasdaq
Stock Market LLC (“Nasdaq”) that, based on the plan of compliance submitted by the Company, a Nasdaq Hearings Panel (the
“Panel”) had granted the Company an exception until November 10, 2025 (the “Exception”) to regain compliance
with (i) the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)
(the “Bid Price Requirement”) and (ii) the requirement to maintain a minimum market value of listed securities (“MVLS”)
of $35 million for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”),
subject to the Company’s achievement of certain milestones, including the conversion by the holder of its remaining outstanding
shares of preferred stock of the Company into shares of common stock of the Company by July 18, 2025 and the restructuring of a portion
of the Company’s outstanding debt or conversion of such debt into shares of the Company’s common stock by mid-August 2025.
In the event the Company fails to meet these and other milestones set forth in the compliance plan submitted to the Panel or otherwise
regain compliance with the Bid Price Requirement and the MVLS Requirement or the alternative criteria by November 10, 2025, its
securities will be delisted from Nasdaq. The Exception was granted following the Company’s hearing with the Panel on June 24, 2025.
As
previously disclosed, on May 14, 2025, the Company received a notice from the Listing Qualifications Staff (the “Staff”)
of Nasdaq indicating that, based upon the Company’s non-compliance with the Bid Price Requirement, the Staff had determined to
delist the Company’s securities from Nasdaq, subject to the Company’s request for a hearing before the Panel. The Company
timely requested a hearing before the Panel. In addition, on June 11, 2025, the Company received an additional staff determination letter
indicating that, based upon the Company’s non-compliance with the MVLS Requirement, the Staff had determined such non-compliance
served as an additional basis for delisting the Company’s securities from Nasdaq. Additionally, as of the date of this Current
Report, the Company does not meet either of the alternative Nasdaq continued listing standards under the Nasdaq Listing Rules, stockholders’
equity of $2,500,000, or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the
three most recently completed fiscal years.
The
Notice has no immediate effect on the listing of the Company’s common stock or redeemable warrants, which will continue to trade
on The Nasdaq Capital Market under the symbols “DFLI” and “DFLIW”, respectively, subject to the Company’s
compliance with the other continued listing requirements of The Nasdaq Capital Market.
Although
the Company intends to continue to take definitive steps and use its reasonable best efforts to achieve these milestones and achieve
compliance with the Bid Price Requirement and the MVLS Requirement within the established dates or maintain compliance with the other
Nasdaq listing requirements, there is significant risk that the Company may not be able to achieve these milestones or regain compliance
with the Bid Price Requirement and the MVLS Requirement within the established dates or maintain compliance with the other Nasdaq listing
requirements. In the event the Company is unable to do so, the Company’s securities will be delisted from Nasdaq.
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 7, 2025 |
By: |
/s/
Denis Phares |
| |
Name:
|
Denis
Phares |
| |
Title: |
Chief
Executive Officer, Interim Chief Financial Officer and President |
