Dragonfly Energy Holdings Corp. Files 8-K

TL;DR

DFLI filed an 8-K on 12/31/24 covering material agreements, equity sales, and financials.

AI Summary

Dragonfly Energy Holdings Corp. filed an 8-K on December 31, 2024, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The company, formerly Chardan NexTech Acquisition 2 Corp., is incorporated in Nevada and headquartered in Reno.

Why It Matters

This filing provides updates on material agreements, equity sales, and financial performance, which are crucial for investors to assess the company's current standing and future prospects.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate events and financial statements, not indicating immediate operational or financial distress.

Key Players & Entities

• Dragonfly Energy Holdings Corp. (company) — Registrant
• Chardan NexTech Acquisition 2 Corp. (company) — Former company name
• December 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share DFLI The Nasdaq Capital M
• $0.01 — ommon Stock "), 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 fiscal month

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex4-1.htm (EX-4.1) — 195KB
• ex10-1.htm (EX-10.1) — 81KB
• ex10-2.htm (EX-10.2) — 63KB
• 0001493152-25-000307.txt ( ) — 669KB
• dfli-20241231.xsd (EX-101.SCH) — 4KB
• dfli-20241231_def.xml (EX-101.DEF) — 29KB
• dfli-20241231_lab.xml (EX-101.LAB) — 36KB
• dfli-20241231_pre.xml (EX-101.PRE) — 26KB
• 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): December 31, 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 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 December 31, 2024, Dragonfly Energy Holdings Corp. (the " Company "), Dragonfly Energy Corp. and Battle Born Battery Products, LLC entered into a limited waiver and fourth amendment (the " Amendment ") to its Term Loan, Guarantee and Security Agreement (as amended, the " Loan Agreement ") with the lenders (the " Lenders ") in regards to its compliance with the Senior Leverage Ratio and Fixed Charge Coverage Ratio tests (together, the " Tests ") as of the last day of the quarter ended December 31, 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 350,000 shares (the " Penny Warrant Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock "), 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 ended December 31, 2024 and to amend the Loan Agreement. The Penny Warrants will expire ten years from the date of issuance and will be exercisable at such time that the Company obtains the Warrant issuance Shareholder Approval (as defined below). Pursuant to the Amendment, the Company agreed to use commercially reasonable efforts to obtain shareholder approval for the issuance of up to 1,400,000 shares of Common Stock underlying penny warrants issued to the Lenders on and after the date of the Amendment, including the Penny Warrant Shares and the Accrued Warrant Shares (as defined below), in accordance with Rules 5635(b) and 5635(d) of the Nasdaq Stock Market (the " Warrant Issuance Shareholder Approval "). Further, the Company agreed to issue the Lenders additional penny warrants (the " Accrued Penny Warrants ") exercisable for a number of shares of Common Stock pursuant to the formula set forth in the Amendment (the " Accrued Warrant Shares ") upon the earlier to occur of (i) five business days after the end of the Waiver Period (as defined below) or (ii) five business days prior to the effectiveness of a Change of Control (as defined in the Loan Agreement), in which such Accrued Penny Warrants would not be exercisable prior to receipt of the Warrant Issuance Shareholder Approval. Under the Amendment, the Lenders agreed to temporarily suspend the Lenders' rights under Section 4(b) of the Warrants (as defined in the Amendment) to receive additional warrant shares in connection with the issuances by Company of shares of Common Stock pursuant to the Committed Equity Facility (as defined in the Penny Warrants) during the period from December 31, 2024 through the earliest of (x) the Company obtaining the Warrant Issuance Shareholder Approval, (y) the occurrence of a Change of Control, or (z) December 31, 2025 (the " Waiver Period "). In addition, the Amendment: (i)

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