[SCHEDULE 13D/A] Dragonfly Energy Holdings Corp. Warrant SEC Filing

Rhea-AI Filing Summary

Viavi Solutions Inc. (VIAV) has filed a Form 144 disclosing that former CEO and current chairman Richard E. Belluzzo intends to sell 8,385 common shares through Morgan Stanley on or after 01 Aug 2025. Based on the form’s stated market value of $81,500, the proposed sale equals roughly 0.0038 % of the 223.2 million shares outstanding, making the transaction immaterial to the public float.

The notice also details Belluzzo’s recent trading history: over the past three months he sold 25,155 shares in seven trades, yielding approximately $234.8 k in gross proceeds. All shares derive from restricted stock granted on 22 Feb 2017; no cash was paid at acquisition.

The filing contains no financial results, guidance, or operational updates. Form 144 merely signals an intention to sell and does not guarantee execution or imply new information about Viavi’s fundamentals.

Insights

Financial Analyst

TL;DR: Small insider sale (0.0038 % float); neutral for valuation.

Belluzzo’s potential $81 k sale is negligible relative to VIAV’s market capitalization and follows modest selling activity earlier this quarter. There is no accompanying business disclosure, so the filing neither strengthens nor weakens the investment thesis. Insider selling can sometimes foreshadow caution, but the size and frequency here appear consistent with routine diversification. I see no material impact on earnings, liquidity, or share supply.

Corporate Governance Expert

TL;DR: Routine Rule 144 notice; governance implications minimal.

The company continues to follow proper disclosure protocols. All sales are aggregated as required, and the representation that no undisclosed adverse information exists aligns with best-practice compliance. The limited share count and transparent broker arrangement suggest standard portfolio management rather than a strategic exit. Governance risk remains unchanged.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Dragonfly Energy Holdings Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

26145B304

(CUSIP Number)

Denis Phares
12915 OLD VIRGINIA ROAD,,
RENO, NV, 89521
775-622-3448

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 26145B304

1

Name of reporting person

Denis Phares

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,802,303.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,802,303.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,802,303.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.92 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Dragonfly Energy Holdings Corp.
(c)	Address of Issuer's Principal Executive Offices: 12915 OLD VIRGINIA ROAD, RENO, NEVADA , 89521.
Item 1 Comment: This Amendment No. 6 (this Amendment) amends and supplements the Schedule 13D filed on October 12, 2022, as amended and supplemented by Amendment No. 1 filed on February 6, 2024, Amendment No. 2 filed on November 21, 2024, Amendment No. 3 filed on January 6, 2025, Amendment No. 4 filed on February 28, 2025 and Amendment No. 5 filed on May 19, 2025 (Amendment No. 5) by Dr. Denis Phares (the Reporting Person) relating to the common stock, par value $0.0001 per share (Common Stock), of Dragonfly Energy Holdings Corp., a Nevada corporation (the Issuer). Capitalized terms used but not defined in this Amendment have the respective meanings ascribed to such terms in the Schedule 13D. All references in the Schedule 13D and this Amendment to the Schedule 13D shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Item 5.	Interest in Securities of the Issuer
(a)	As of the filing date of this Amendment (the Filing Date), the Reporting Person directly owns 1,666,980 shares of Common Stock, and indirectly owns 135,323 shares of Common Stock through the Phares 2021 GRAT dated July 9, 2021, of which the Reporting Person is a trustee. The Reporting Person has also been granted 42,031 restricted stock units that will vest more than 60 days from the Filing Date. As of July 31, 2025 (the Event Date), the Reporting Person's holdings represent an aggregate of approximately 2.92% of the Issuer's issued and outstanding shares of Common Stock (based on 61,724,470 shares of Common Stock outstanding as of July 31, 2025, as reported directly by the Issuer to the Reporting Person).
(b)	The Reporting Person has the sole power to vote and dispose of 1,802,303 shares of Common Stock. The Reporting Person has the shared power to vote or dispose of zero (0) shares of Common Stock.
(c)	There were no transactions by the Reporting Person in shares of Common Stock during the period commencing since the filing of Amendment No. 5 through the Event Date. There were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to the Filing Date.
(d)	Not applicable.
(e)	As of the Filing Date, the Reporting Person ceased to be the beneficial owner of more than five percent of the issued and outstanding shares of Common Stock of the Issuer. The filing of this Amendment No. 6 constitutes an exit filing for the Reporting Person.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Denis Phares

Signature:	/s/ Denis Phares
Name/Title:	Denis Phares
Date:	08/01/2025

FAQ

How many Viavi (VIAV) shares does Richard E. Belluzzo plan to sell?

The Form 144 lists 8,385 common shares for potential sale.

What is the dollar value of the proposed insider sale?

At the disclosed market price, the sale is valued at approximately $81,500.

What percentage of Viavi’s outstanding shares does the sale represent?

About 0.0038 % of the company’s 223,236,654 shares outstanding.

Has the insider sold Viavi stock recently?

Yes. Over the past three months Belluzzo sold 25,155 shares for roughly $234.8 k in gross proceeds.

Does the Form 144 filing indicate any change in Viavi’s business outlook?

No. A Form 144 only discloses an intent to sell shares and provides no operational or financial guidance.