Dragonfly Energy Files 8-K/A Amendment

TL;DR

DFLI filed an 8-K/A amendment on Oct 16, 2025, updating material agreements and other disclosures.

AI Summary

Dragonfly Energy Holdings Corp. filed an amendment (8-K/A) on October 16, 2025, to a previous filing. The amendment pertains to a material definitive agreement, Regulation FD disclosure, and other events, including financial statements and exhibits. The company, formerly known as Chardan NexTech Acquisition 2 Corp., is incorporated in Nevada and based in Reno.

Why It Matters

This amendment provides updated information and disclosures regarding material agreements and other corporate events for Dragonfly Energy Holdings Corp., which could impact investor understanding of the company's current status.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous report and does not introduce new material events or financial risks.

Key Players & Entities

• Dragonfly Energy Holdings Corp. (company) — Registrant
• Chardan NexTech Acquisition 2 Corp. (company) — Former company name
• October 16, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share DFLI The Nasdaq Capital
• $1.35 — n Stock "), at a price to the public of $1.35 per share and (ii) pre-funded warrants
• $1.3499 — t Shares ") at a price to the public of $1.3499 per Pre-Funded Warrant, which represent
• $51.7 m — fering are expected to be approximately $51.7 million, after deducting underwriting dis
• $45.0 million — porate purposes, including repayment of $45.0 million of outstanding indebtedness under its T
• $25 million — e Offering; the Lenders would convert $25 million of the outstanding principal amount of
• $3.15 — Lenders option at a conversion price of $3.15 per share, or an aggregate of 7,936,508
• $5 million — Lenders would forgive the repayment of $5 million of the outstanding principal under the
• $17 m — amount under the Term Loan Agreement of $17 million, after the repayment and forgiven
• $450,000 — e to the Lenders equal to approximately $450,000 in cash and $450,000 added to principal
• $5.0 million — gree to a minimum liquidity covenant of $5.0 million calculated on a monthly basis. The ag

Filing Documents

• form8-ka.htm (8-K/A) — 71KB
• ex1-1.htm (EX-1.1) — 237KB
• ex4-1.htm (EX-4.1) — 91KB
• ex5-1.htm (EX-5.1) — 14KB
• ex5-2.htm (EX-5.2) — 14KB
• ex99-1.htm (EX-99.1) — 14KB
• ex99-2.htm (EX-99.2) — 14KB
• ex5-2_001.jpg (GRAPHIC) — 4KB
• 0001493152-25-018340.txt ( ) — 763KB
• dfli-20251016.xsd (EX-101.SCH) — 4KB
• dfli-20251016_def.xml (EX-101.DEF) — 26KB
• dfli-20251016_lab.xml (EX-101.LAB) — 36KB
• dfli-20251016_pre.xml (EX-101.PRE) — 25KB
• form8-ka_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A ( Amendment No. 1 ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 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. Explanatory Note This Amendment No. 1 on Form 8-K/A (this " Amendment No. 1 ") amends the Current Report on Form 8-K of Dragonfly Energy Holdings Corp. (the " Company ") filed with the Securities and Exchange Commission (the " SEC ") on October 16, 2025. This Amendment No. 1 is being filed solely to file Exhibits 1.1, 4.1, 5.1, 5.2, 23.1, 23.2, 99.1, and 99.2 and to add Item 7.01. Item 1.01 Entry into a Material Definitive Agreement. On October 16, 2025, the Company entered into an underwriting agreement (the " Underwriting Agreement ") with Canaccord Genuity LLC, as representative of the several underwriters named therein (the " Underwriters "), relating to an underwritten public offering (the " Offering ") of (i) 36,000,000 shares (the " Base Shares ") of the Company's common stock, par value $0.0001 (the " Common Stock "), at a price to the public of $1.35 per share and (ii) pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to 5,000,000 shares of Common Stock (the " Pre-Funded Warrant Shares ") at a price to the public of $1.3499 per Pre-Funded Warrant, which represents the per share public offering price for the Shares (as defined below) less the $0.0001 per share exercise price for each such Pre-Funded Warrant. Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriters a 30-day option to purchase up to an additional 6,150,000 shares of Common Stock in the Offering (the " Option Shares " and together with the Base Shares, the " Shares ") at the public offering price. All of the Shares and Pre-Funded Warrants in the Offering are being sold by the Company. The net proceeds to the Company from the Offering are expected to be approximately $51.7 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company may receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. The Offering is expected to close on or about October 17, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes, including repayment of $45.0 million of outstanding indebtedness under its Term Loan Agreement (as defined below), continued investments in initiatives intended to drive near term revenue, and continued strategic investment in next generation battery technologies, including scaling the dry electrode process and its application to solid-state batteries. The Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.0001 and may be exercised at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% (or, at the election of the purchaser, 4.

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View this 8-K/A filing on SEC EDGAR