Dragonfly Energy Enters Material Agreement, Files 8-K

TL;DR

DFLI filed an 8-K for a material agreement and equity sales. Big news pending.

AI Summary

Dragonfly Energy Holdings Corp. entered into a material definitive agreement on June 28, 2024. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Dragonfly Energy Holdings Corp. was formerly known as Chardan NexTech Acquisition 2 Corp. until February 25, 2021.

Why It Matters

This filing indicates significant corporate activity, including new agreements and financial disclosures, which could impact the company's operational and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Dragonfly Energy Holdings Corp. (company) — Registrant
• Chardan NexTech Acquisition 2 Corp. (company) — Former Company Name
• June 28, 2024 (date) — Date of earliest event reported
• February 25, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share DFLI The Nasdaq Capital M
• $11.50 — or common stock at an exercise price of $11.50 per share, subject to adjustment DFLI
• $0.01 — rant Shares "), at an exercise price of $0.01 per share, in connection with the lende
• $3.5 million — uirement under the Loan Agreement to be $3.5 million as of the last day of the month ending
• $10.0 million — of the month ending June 30, 2024, and $10.0 million as of the last day of each fiscal month

Filing Documents

• form8-k.htm (8-K) — 46KB
• ex4-1.htm (EX-4.1) — 193KB
• ex10-1.htm (EX-10.1) — 60KB
• 0001493152-24-025664.txt ( ) — 556KB
• dfli-20240628.xsd (EX-101.SCH) — 4KB
• dfli-20240628_def.xml (EX-101.DEF) — 26KB
• dfli-20240628_lab.xml (EX-101.LAB) — 36KB
• dfli-20240628_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): June 28, 2024 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.) 1190 Trademark Drive #108 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 at an exercise price of $11.50 per share, subject to adjustment 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 Material Definitive Agreement. On June 28, 2024, Dragonfly Energy Holdings Corp. (the " Company ") entered into a limited waiver and first amendment (the " Amendment ") to its Term Loan, Guarantee and Security Agreement (as amended, the " Loan Agreement ") with the lenders in regards to its compliance with the Senior Leverage Ratio and Fixed Charge Coverage Ratio tests (the " Tests ") as of the last day of the quarter ending June 30, 2024 and certain amendments to the Loan Agreement. The Amendment provided for a one-time issuance of penny warrants (the " Penny Warrants ") to purchase up to 2,100,000 shares of the Company's common stock, par value $0.0001 per share (the " Penny Warrant Shares "), at an exercise price of $0.01 per share, in connection with the lenders' agreement to waive the Tests under the Loan Agreement for the quarter ending June 30, 2024 and to amend the Loan Agreement. The Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance. In addition, the Amendment (i) reduced the liquidity requirement under the Loan Agreement to be $3.5 million as of the last day of the month ending June 30, 2024, and $10.0 million as of the last day of each fiscal month thereafter commencing with the fiscal month ending July 31, 2024 and (ii) provided for the interest to be paid on the Payment Date (as defined in the Loan Agreement) occurring on July 1, 2024 to be solely payable-in-kind. The foregoing summary and description of the provisions of the Amendment and the Penny Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and form of Penny Warrant, copies of which are filed as Exhibits 4.1 and 10.1, respectively to this Current Report on Form 8-K and are incorporated herein by reference. Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 related to the Amendment, Penny Warrant and Penny Warrant Shares is hereby incorporated by reference into this Item 3.02. The Penny Warrant and the Penny Warrant Shares have not been registered under the Securities Act of 1933, as amended (the " Securities Act "), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act. Item 9.01. Financial (d) Exhibits. Exhibit No. Description 4.1 Form of Penny Warrant. 10.1 Limited Waiver and First Amendment to Term Loan, Guarantee and Security Agreement, dated as of June 28, 2024, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Signature Pursuant to the requirements of

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View this 8-K filing on SEC EDGAR