Dragonfly Energy Proposes Reverse Split, Massive Share Increase

TL;DR

**DFLIW is gearing up for a reverse stock split and massive share authorization increase, signaling potential dilution and a desperate attempt to prop up its stock price.**

AI Summary

Dragonfly Energy Holdings Corp. (DFLIW) is holding its 2025 Annual Meeting on October 15, 2025, to address several critical proposals impacting its corporate structure and equity. Key proposals include electing two directors, authorizing a reverse stock split at a ratio between 1:2 and 1:50, and increasing the authorized common stock to 400,000,000 shares. The company also seeks to amend its 2022 Equity Incentive Plan to increase shares available for issuance by 9,000,000 to a total of 10,217,504, and to adjust voting requirements for amending authorized stock. These actions, particularly the reverse stock split and increased authorized shares, suggest a strategic move to potentially manage stock price and facilitate future capital raises or equity compensation, while the significant increase in the equity plan indicates a focus on employee incentives. The ratification of CBIZ CPAs P.C. as the independent auditor for fiscal year 2025 is also on the agenda.

Why It Matters

This DEF 14A filing reveals Dragonfly Energy's proactive measures to potentially address its stock price and future capital needs, which directly impacts investor confidence and share value. A reverse stock split, ranging from 1:2 to 1:50, could artificially inflate the per-share price, potentially to meet exchange listing requirements, but doesn't change underlying company value. The proposed increase in authorized common stock to 400,000,000 and the 9,000,000 share boost to the 2022 Equity Incentive Plan signal potential dilution for existing shareholders, but also flexibility for future financing or employee retention in a competitive energy storage market. Competitors like Generac Holdings (GNRC) or Enphase Energy (ENPH) are not facing similar structural changes, highlighting DFLIW's unique challenges and strategic shifts.

Risk Assessment

Risk Level: high — The proposal for a reverse stock split (1:2 to 1:50) often indicates a company is struggling with a low stock price, potentially risking delisting. Concurrently, the request to increase authorized common stock to 400,000,000 shares and boost the 2022 Equity Incentive Plan by 9,000,000 shares to 10,217,504 suggests significant potential for future shareholder dilution, which could depress share value.

Analyst Insight

Investors should carefully evaluate the implications of the proposed reverse stock split and significant increase in authorized shares, as these actions often precede further dilution or indicate underlying financial distress. Consider reducing exposure to DFLIW until the company demonstrates clear operational improvements and a less dilutive capital strategy.

Key Numbers

• 1:2 to 1:50 — Reverse Stock Split Ratio (Proposed range for the reverse stock split)
• 400,000,000 — Authorized Common Stock (Proposed new maximum number of authorized common shares)
• 9,000,000 — Equity Plan Increase (Additional shares requested for the 2022 Equity Incentive Plan)
• 10,217,504 — Total Equity Plan Shares (New total shares authorized for the 2022 Equity Incentive Plan)
• 61,741,974 — Shares Outstanding (Common shares outstanding as of September 10, 2025 Record Date)
• October 15, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• September 10, 2025 — Record Date (Date for determining stockholders entitled to vote)

Key Players & Entities

• Dragonfly Energy Holdings Corp. (company) — Registrant and Company
• DFLIW (company) — Ticker symbol
• Denis Phares (person) — President, CEO, Interim CFO, and Chairman of the Board
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm
• Alliance Advisors LLC (company) — Proxy solicitation agent
• Securities and Exchange Commission (regulator) — Regulatory body
• $400,000,000 (dollar_amount) — Proposed authorized common stock
• $9,000,000 (dollar_amount) — Increase in shares for 2022 Equity Incentive Plan
• $10,217,504 (dollar_amount) — Total shares authorized for 2022 Equity Incentive Plan after increase
• $61,741,974 (dollar_amount) — Shares of common stock outstanding on Record Date

FAQ

Risk Factors

• Reverse Stock Split and Authorized Share Increase [medium — financial]: The company is proposing a reverse stock split with a ratio between 1:2 and 1:50, and an increase in authorized common stock to 400,000,000 shares. These actions are often taken to manage stock price, potentially to avoid delisting or to appear more attractive to institutional investors, but can also signal underlying financial distress or a lack of confidence in organic price appreciation.
• Equity Incentive Plan Expansion [medium — financial]: A significant increase of 9,000,000 shares to the 2022 Equity Incentive Plan, bringing the total to 10,217,504 shares, suggests a strategy to retain and attract talent through equity. However, this dilutes existing shareholders, especially if the company's stock price remains low or declines.
• Dependence on Stock Performance [high — market]: The proposed reverse stock split and the need to increase authorized shares indicate a potential concern with the current stock price. If the company cannot improve its financial performance and stock valuation organically, these measures may only offer a temporary cosmetic fix.

Industry Context

Dragonfly Energy operates in the energy storage sector, focusing on advanced battery technologies. The industry is characterized by rapid innovation, increasing demand for sustainable energy solutions, and significant competition from established players and emerging startups. Key trends include the development of higher energy density, faster charging capabilities, and improved safety features in battery chemistries.

Regulatory Implications

The proposed reverse stock split and increase in authorized shares are subject to shareholder approval and compliance with stock exchange listing requirements. Changes to equity incentive plans must adhere to relevant accounting and tax regulations. The company's operations may also be subject to environmental and safety regulations specific to battery manufacturing and disposal.

What Investors Should Do

1. Review the details of the proposed reverse stock split and authorized share increase.
2. Evaluate the proposed amendment to the 2022 Equity Incentive Plan.
3. Vote on the election of directors.
4. Consider the implications of adjusting voting requirements for amending authorized stock.

Key Dates

• 2025-10-15: 2025 Annual Meeting of Stockholders — Key proposals for corporate structure changes, including a reverse stock split and equity plan amendments, will be voted on by shareholders.
• 2025-09-10: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-09-15: Proxy Materials Availability — The proxy statement and annual report are made available to stockholders, providing information for voting decisions.

Glossary

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. For example, a 1:10 reverse split means every 10 old shares become 1 new share. (Dragonfly Energy is proposing a reverse stock split with a ratio between 1:2 and 1:50 to potentially increase its stock price.)

Authorized Capital Stock

The maximum number of shares of stock that a corporation is legally permitted to issue, as specified in its charter or articles of incorporation. (The company seeks to increase its authorized common stock from an unspecified current amount to 400,000,000 shares.)

2022 Equity Incentive Plan

A plan established by the company to grant equity-based compensation, such as stock options or restricted stock units, to employees and directors. (Dragonfly Energy is seeking to increase the number of shares available under this plan by 9,000,000, totaling 10,217,504 shares.)

DEF 14A

A Schedule 14A filing with the SEC that contains definitive proxy materials for an annual or special meeting of stockholders. (This document outlines the proposals to be voted on at Dragonfly Energy's 2025 Annual Meeting and provides background information.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (September 10, 2025, is the record date for determining stockholders entitled to vote at the October 15, 2025, Annual Meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's annual report. However, the proposals themselves suggest a strategic shift. The need for a reverse stock split and a significant increase in authorized shares implies that the company may be facing challenges with its current stock price or is planning substantial future equity issuances, which could indicate a change in financial outlook or strategic direction compared to previous periods.

Filing Documents

• formdef14a.htm (DEF 14A) — 695KB
• proxy_001.jpg (GRAPHIC) — 387KB
• proxy_002.jpg (GRAPHIC) — 372KB
• 0001493152-25-013463.txt ( ) — 2963KB
• dfli-20241231.xsd (EX-101.SCH) — 3KB
• dfli-20241231_def.xml (EX-101.DEF) — 5KB
• dfli-20241231_lab.xml (EX-101.LAB) — 52KB
• dfli-20241231_pre.xml (EX-101.PRE) — 39KB
• formdef14a_htm.xml (XML) — 5KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 DRAGONFLY ENERGY HOLDINGS CORP. (Name of Registrant as Specified In Its Charter) N/A (Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computer on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. DRAGONFLY ENERGY HOLDINGS CORP. 12915 Old Virginia Road Reno, Nevada 89521 October 15, 2025 Dear Stockholder: You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Dragonfly Energy Holdings Corp. (the "Company"), or the Annual Meeting, which will be held on Monday, October 15, 2025, at 9:00 a.m., Pacific Time. This year's Annual Meeting will be held via the Internet. Stockholders will be able to listen to the meeting live, submit questions and vote online regardless of location via the Internet at http://web.viewproxy.com/DFLI/2025. You will be able to attend the Annual Meeting by first registering at http://web.viewproxy.com/DFLI/2025. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. You will not be able to attend the Annual Meeting in person. The Annual Meeting is being held for the following purposes: to elect two directors to the Board of Directors (the "Board") to hold office until the 2028 annual meeting of stockholders (the "Director Proposal"); to approve a proposal to authorize the Board, in its discretion at any time within one year after stockholder approval is obtained, to effect a reverse stock split of only the then-outstanding shares of our common stock (with no change to the authorized capital stock of the Company), at a ratio of not less than one-for-two (1:2) and not greater than one-for-fifty (1:50) (the "Reverse Stock Split"), with the exact ratio to be determined by our Board and included in a public announcement (the "Reverse Stock Split Proposal"); to approve an amendment to the Articles of Incorporation of the Company, as amended (the "Articles of Incorporation"), to increase the number of shares of common stock authorized for issuance thereunder to 400,000,000 in the event a reverse stock split of our common stock is effectuated in which our authorized common stock is reduced on a pro rata basis with such reverse stock split (the "Increase in Authorized Proposal"); to approve an amendment to the Company's 2022 Equity Incentive Plan (the "2022 Plan") to increase the number of shares of common stock authorized for issuance thereunder by 9,000,000 to 10,217,504 (the "Equity Plan Proposal"); to approve an amendment to the Articles of Incorporation to adjust the voting requirements to amend the number of shares of authorized common stock and preferred stock (the "Voting Standard Proposal"); to approve the adjournment of the Annual Meeting in the event that the number of shares of common stock present or represented by proxy at the Annual Meeting and voting "FOR" the approval of the Reverse Stock Split Proposal, the Increase in Authorized Proposal, the Equity Plan Proposal and/or the Voting Standard Proposal are insufficient to approve such proposals (the "Adjournment Proposal"); to ratify the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the Company's to consider any other business that may properly come before the meeting or any adjournment or postponement thereof. Please complete, sign and return the proxy card whether or not you plan to attend the Annual Meeting. Alternatively, you may vote online at http://web.viewproxy.com/DFLI/2025. Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting at the virtual Annual Meeting (provided you follow the revocation procedures described in the accompanying proxy statement) but will assure that your vote is counted if you cannot attend. On behalf of the Board and the employees of Dragonfly Energy Holdings Corp., we thank you for your continued support and look forward to speaking with you at the Annual Meeting. By: /s/ Denis Phares Denis Phares President, Chief Executive Officer, Interim Chief Financial Officer, and Chairman of the Board If you have any questions or require any assistance in voting your shares, please call: Alliance Advisors LLC 150 Clove Road, Suite 400, Little Falls, NJ, 07424 1-844-202-5696 Notice of Annual Meeting of Stockholders Date: October 15, 2025 Time:

View Full Filing

View this DEF 14A filing on SEC EDGAR