Form 8-K

8-K — Dragonfly Energy Holdings Corp.

Accession: 0001493152-26-036337

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001847986

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-08-06

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UNITED

STATES

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): August 6, 2026

DRAGONFLY

ENERGY HOLDINGS CORP.

(Exact

name of registrant as specified in its charter)

Nevada

001-40730

85-1873463

(State

or other jurisdiction

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 ☒

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

2.02

Results

of Operations and Financial Condition.

August 6, 2026, Dragonfly Energy Holdings Corp. (the “Company”) issued an earnings release disclosing certain preliminary

information regarding its results of operations for the second quarter ended June 30, 2026. Following the publication of the press release,

the Company will host an earnings call at 4:30 p.m. (Eastern Time) on August 6, 2026, via a webcast. During the webcast, the Company’s

preliminary financial results for the second quarter ended June 30, 2026 will be discussed. A copy of the press release is attached

as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.

Item

7.01.

Regulation

FD Disclosure.

See

“Item 2.02 Results of Operation and Financial Condition” above.

The

information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibit 99.1, is being

furnished to the Securities and Exchange Commission (the “SEC”), and shall not be deemed to be “filed” for the

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933,

as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release of Dragonfly Energy Holdings Corp., dated August 6, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

DRAGONFLY

ENERGY HOLDINGS CORP.

Dated:

August 6, 2026

By:

/s/

Denis Phares

Name:

Denis

Phares

Title:

Chief

Executive Officer, Interim Chief Financial Officer and President

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Dragonfly

Energy Reports Second Quarter 2026 Preliminary Results

Second

Quarter Net Sales In-Line With Guidance; Adjusted EBITDA Above Guidance

Cost

Reduction Actions Drive $3.0 Million Sequential Improvement in Adjusted EBITDA

Announced

Acquisition of Dakota Lithium Assets, Broadening Product Portfolio and Expanding Revenue Opportunity Across Key End Markets

Provides

Third Quarter 2026 Guidance and Reaffirms Target of Positive Adjusted EBITDA at $70M Annual Net Sales Run Rate

Heavy-Duty

Trucking Revenue Expected to More Than Double Sequentially in Q3 as Fleet Programs Expand

Second

Quarter 2026 Preliminary Financial Highlights

● Net

sales were $13.2 million.

● OEM

net sales were $8.4 million.

● Gross

Margin was 33.0%.

● Net

Loss Attributable to Common Shareholders was $(5.5) million.

● Adjusted

EBITDA was $(1.6) million.

RENO,

NEVADA (August 6, 2026) — Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) (“Dragonfly Energy” or the “Company”),

an industry leader in lithium battery technology, today reported its preliminary financial and operational results for the second quarter

ended June 30, 2026.

“Second-quarter

net sales were in line with our guidance, while Adjusted EBITDA exceeded our expectations as the cost actions implemented earlier this

year began to take effect,” commented Dr. Denis Phares, Chief Executive Officer. “Adjusted EBITDA improved $3.0 million as

compared to the first quarter of 2026 and $0.6 million year over year despite lower net sales, demonstrating the operating leverage inherent

in our improved cost structure.”

“In

the heavy-duty trucking market, the commercial ramp we have been building began to translate into meaningful revenue as deliveries under

the Stevens Transport purchase order commenced during the quarter. As fleets expand deployments following initial pilot programs, we

expect revenue from this market to more than double sequentially in the third quarter, with continued growth in the fourth quarter and

beyond.”

“Subsequent

to quarter-end, we acquired the assets of the Dakota Lithium brand, representing a compelling strategic and financial opportunity for

Dragonfly,” continued Dr. Phares. “Dakota Lithium is a recognized brand with established customer and distributor relationships

across marine, outdoor recreation, powersports, golf cart and other specialty battery markets. The acquisition broadens our overall product

portfolio and further diversifies our revenue base beyond our core RV and trucking markets. We expect Dakota to begin contributing meaningful

revenue and to be accretive to Adjusted EBITDA starting in the fourth quarter.”

“In

connection with the transaction, existing lenders amended the Company’s debt arrangements, including reducing the minimum cash

covenant, converting the next two quarters of interest to paid-in-kind interest, and deferring the Senior Leverage Ratio and Fixed Charge

Coverage Ratio covenant requirements until September 2027. Collectively, these amendments are expected to preserve approximately $1 million

of near-term liquidity and provide the Company with meaningful additional financial flexibility.”

Second

Quarter 2026 Preliminary Financial and Operating Results

Net Sales by Customer Type

(in thousands)

Fiscal Quarter Ended

June 30, 2026

June 30, 2025

Change (YoY)

OEM

$ 8,432

$ 10,050

-16.1 %

DTC

$ 4,477

$ 5,948

-24.7 %

Licensing Fee

$ 250

0 %

Net Sales

$ 13,159

$ 16,248

-19.0 %

Net

sales were $13.2 million, including $8.4 million in OEM net sales and $4.5 million in DTC net sales. OEM net sales declined year over

year against an industry backdrop in which RV shipments were down 14.2% through midyear, reflecting continued macroeconomic pressure

on industry production volumes. Despite that environment, the Company continued to expand model placements and power system content across

its existing OEM partnerships. DTC sales declined due to macroeconomic pressures on consumer demand, as well as negative third-party

online commentary regarding certain of our products, which we believe has adversely affected customer sentiment. We have initiated legal

proceedings to address this commentary.

Gross

profit was $4.3 million, with a gross margin of 33.0%, compared to gross profit of $4.6 million and gross margin of 28.3%. The decrease

in gross profit was primarily due to lower unit volume of battery and accessory sales, with an offset from a $1.1 million benefit related

to tariff refund recognized in cost of sales. Operating Expenses totaled $7.2 million, down from $7.9 million, benefiting from the Company’s

cost reduction actions. The Company also continued to advance its previously announced facility consolidation during the second quarter.

While the process was not fully completed by quarter-end, the Company expects to complete the principal remaining actions during the

third quarter.

The

Company reported a Net Loss of $(4.4) million and a Net Loss Attributable to Common Shareholders of $(5.5) million, or $(0.43) per diluted

share. This compares to a Net Loss and a Net Loss Attributable to Common Shareholders of $(7.0) million, or $(5.77) per share, respectively.

Adjusted

EBITDA excluding stock-based compensation, changes in the fair market value of our warrants, and other one-time expenses, was $(1.6)

million, a $0.6 million improvement compared to a loss of $(2.2) million in the second quarter of 2025. Sequentially, Adjusted EBITDA

improved $3.0 million from the $(4.6) million reported in the first quarter of 2026, driven by our cost reduction actions.

The

second quarter financial and operating results are preliminary and are subject to finalization and adjustment in connection with the

review of the financial statements for the three months ended June 30, 2026 and the preparation of the Company’s Quarterly Report

on Form 10-Q for the three months ended June 30, 2026. The preliminary financial results included in this press release have been prepared

by, and are the responsibility of, the Company’s management. During the course of the preparation of the Company’s financial

statements and related notes as of and for the three months ended June 30, 2026, the Company may identify items that would require it

to make material adjustments to the preliminary financial results presented herein. As a result, investors should exercise caution in

relying on this information and should not draw any inferences from this information. This preliminary financial information should not

be viewed as a substitute for full financial statements prepared in accordance with GAAP and reviewed by the Company’s independent

registered public accounting firm.

Summary

and Outlook

“Looking

ahead to the third quarter, we expect continued growth in energy storage content and model integration across our OEM partnerships against

a continued soft RV market, and trucking sales to ramp through the balance of the year. Our focus in the near term is on disciplined

execution as we build on our expanding commercial foundation, integrate the Dakota Lithium brand, which we expect to begin contributing

meaningful revenue in the fourth quarter, and drive operating leverage from our improved cost structure. We remain on track toward our

target of Adjusted EBITDA profitability at an annualized net sales run rate of approximately $70 million,” concluded Dr. Phares.

2026 Guidance

● Net

Sales of approximately $13.5 million.

● Adjusted

EBITDA of approximately $(2.4) million*

The Company cannot reconcile its expected adjusted operating EBITDA under “Q3 2026 Guidance” without unreasonable effort

because certain items that impact net (loss) income and other reconciling metrics are out of the Company’s control and/or cannot

be reasonably predicted at this time. Actual results may vary from the guidance and the variations may be material.

The

third-quarter Adjusted EBITDA outlook reflects two temporary timing factors: continued expense associated with vacated facility space

that is actively being marketed for sublease, and incremental operating costs to restore Dakota Lithium’s commercial operations

ahead of its expected meaningful revenue contribution beginning in the fourth quarter.

Use

of Non-GAAP Financial Measures

Adjusted

EBITDA is a non-GAAP measure and should be considered only as supplemental to, and not as superior to, financial measures prepared in

accordance with United States generally accepted accounting principles (“GAAP”). Please refer to the reconciliation of Adjusted

EBITDA to its nearest GAAP measure in this release.

The

Company provides non-GAAP financial measures including EBITDA and Adjusted EBITDA as a supplement to GAAP financial information to enhance

the overall understanding of the Company’s financial performance and to assist investors in evaluating the Company’s results

of operations, period over period. Adjusted non-GAAP measures exclude significant unusual items. Investors should consider these non-GAAP

measures as a supplement to, and not a substitute for financial information prepared on a GAAP basis.

EBITDA

is defined as earnings before interest and other income (expenses), income taxes, and depreciation and amortization. Adjusted EBITDA

is calculated as EBITDA adjusted for stock-based compensation, change in fair market value of warrant liabilities, non-recurring costs

associated with strategic financing, reverse stock split, litigation and loss on settlement. Adjusted EBITDA is a performance measure

that the Company believes is useful to investors and analysts because it illustrates the underlying financial and business trends relating

to the Company’s core, recurring results of operations and enhances comparability between periods.

Adjusted

EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of net loss

or other results as reported under GAAP. Some of these limitations are:

●

Adjusted

EBITDA does not reflect the Company’s cash expenditures, future requirements for capital expenditures, or contractual commitments;

●

Adjusted

EBITDA does not reflect changes in, or cash requirements for, the Company’s working capital needs;

●

Adjusted

EBITDA does not reflect the Company’s tax expense or the cash requirements to pay taxes;

●

Although

amortization and depreciation are non-cash charges, the assets being amortized and depreciated will often have to be replaced in

the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;

●

Adjusted

EBITDA should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring

items for which the Company may adjust in historical periods; and

●

Other

companies in the industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative

measure.

Webcast

Information

The

Dragonfly Energy management team will host a conference call to discuss its second quarter 2026 financial and operational results this

afternoon, August 6, 2026 at 4:30 PM Eastern Time. The call can be accessed live via webcast by clicking here, or through the

Events and Presentations page within the Investor Relations section of Dragonfly Energy’s website at https://investors.dragonflyenergy.com/events-and-presentations/default.aspx.

To join by phone and participate in the Q&A, please register in advance here; dial-in details and a unique PIN will be provided upon

registration. Please log in to the webcast or dial in to the call at least 10 minutes prior to the start of the event.

archive of the webcast will be available for a period of time shortly after the call on the Events and Presentations page on the Investor

Relations section of Dragonfly Energy’s website, along with the earnings press release.

About

Dragonfly Energy

Dragonfly

Energy Holdings Corp. (Nasdaq: DFLI) is a lithium battery technology company spanning battery cell manufacturing, pack assembly and full-system

integration. The Company develops and delivers energy storage solutions for mobile, off-grid, industrial and specialty applications.

Dragonfly

Energy is advancing domestic battery cell manufacturing through its patented dry electrode process and the development of next-generation

battery technologies, including all-solid-state battery cells. Its work combines advanced research and development with software-enabled

intelligence to improve the performance and capabilities of energy storage systems.

learn more about Dragonfly Energy and its commitment to clean energy advancements, visit https://investors.dragonflyenergy.com/.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of

1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s

intent, belief or expectations, including, but not limited to, preliminary results of operations and financial position for second quarter

2026, statements regarding the Company’s guidance for the third quarter of 2026, the expected benefits of the Dakota Lithium acquisition,

the expected contribution of the Dakota Lithium acquisition to revenue and Adjusted EBITDA, the expectations regarding heavy-duty trucking

revenue growth, the Company’s Adjusted EBITDA profitability targets, results of operations and financial position, planned products

and services, business strategy and plans, market size and growth opportunities, competitive position and technological and market trends.

Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,”

“expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,”

“predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,”

“forecast” or the negatives of these terms or variations of them or similar expressions.

These

forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the Company’s control)

which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that

may impact such forward-looking statements include, but are not limited to: improved recovery in the Company’s core markets, including

the RV market; the Company’s ability to successfully increase market penetration into target markets; the Company’s ability

to penetrate the heavy-duty trucking and other new markets; the growth of the addressable markets that the Company intends to target;

the Company’s ability to retain members of its senior management team and other key personnel; the Company’s ability to maintain

relationships with key suppliers including suppliers in China; the Company’s ability to maintain relationships with key customers;

the Company’s ability to protect its patents and other intellectual property; the Company’s ability to successfully utilize

its patented dry electrode battery manufacturing process and optimize solid state cells as well as to produce commercially viable solid

state cells in a timely manner or at all, and to scale to mass production; the Company’s ability to timely achieve the anticipated

benefits of its licensing arrangement with Stryten Energy LLC; the Company’s ability to achieve the anticipated benefits of its

customer arrangements with Stevens Transport; the Company’s ability to maintain the listing of its common stock and public warrants

on the Nasdaq Capital Market; the impact of geopolitical conflicts; the Company’s ability to generate revenue from future product

sales and its ability to achieve and maintain profitability; and the Company’s ability to compete with other manufacturers in the

industry and its ability to engage target customers and successfully convert these customers into meaningful orders in the future. These

and other risks and uncertainties are described more fully in the sections entitled “Risk Factors” and “Cautionary

Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025

filed with the SEC and in the Company’s subsequent filings with the SEC available at www.sec.gov.

any of these risks materialize or any of the Company’s assumptions prove incorrect, actual results could differ materially from

the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that

it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

All forward-looking statements contained in this press release speak only as of the date they were made. Except to the extent required

by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after

the date on which they were made.

Preliminary

Results

Second

quarter 2026 financial and operating results are preliminary, as they are subject to finalization and adjustment in connection with the

preparation of the Quarterly Report on Form 10-Q for the three months ended June 30, 2026 to be filed later this month. During the course

of the preparation of these financial statements, Dragonfly may identify items that would require the Company to make material adjustments

to the preliminary financial results. As a result, investors should exercise caution in relying on this information and should not draw

any inferences from this information. The preliminary financial information should not be viewed as a substitute for full financial statements

prepared in accordance with GAAP and reviewed by the Company’s independent registered public accounting firm.

Financial

Tables

Dragonfly Energy Holdings Corp.

Unaudited Condensed Consolidated Balance Sheets

(U.S. Dollars in Thousands, except share and per share data)

As of

June

30, 2026

December

31, 2025

Current Assets

Cash and cash

equivalents

$ 6,280

$ 18,270

Accounts receivable, net

of allowance for credit losses

3,480

4,215

Inventory

20,341

24,234

Prepaid expenses

704

1,088

Prepaid inventory

1,216

937

Prepaid income tax

359

353

Other current assets

2,373

1,083

Total Current Assets

34,753

50,180

Property and Equipment

20,309

20,741

Intangible Assets, Net

194

Operating lease right of

use asset, net

14,654

15,240

Other assets

379

388

Total

Assets

$ 70,289

$ 86,549

Current Liabilities

Accounts payable

$ 7,880

$ 10,322

Accrued payroll and other

liabilities

2,118

4,053

Accrued tariffs

341

943

Customer deposits

114

121

Deferred revenue, current

portion

1,000

Dividends Payable

510

317

Notes payable, current

portion, net of debt issuance costs

506

433

Operating lease liability,

current portion

2,360

2,533

Financing lease liability,

current portion

Total Current Liabilities

14,850

19,757

Long-Term Liabilities

Deferred revenue, net of

current portion

2,083

2,583

Warrant liabilities

713

Notes payable, non current

portion, net of debt issuance costs

10,614

9,212

Operating lease liability,

net of current portion

19,411

20,470

Financing lease liability,

net of current portion

Total Long-Term Liabilities

32,153

33,006

Total Liabilities

47,003

52,763

Commitments and Contingencies

Redeemable Preferred Stock

Preferred stock - Series B, 25,000 shares

at $0.0001 par value, authorized, and 25,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

23,470

22,256

Stockholders’ Equity

Preferred stock, 4,995,000 shares at $0.0001

par value, authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Common stock, 400,000,000 shares at $0.0001

par value, authorized, 13,353,812 and 12,078,713 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid in capital

162,919

163,622

Accumulated deficit

(163,104 )

(152,093 )

Stockholders’ Equity

(Deficit)

(184 )

11,530

Total Liabilities and Stockholders’

Equity

$ 70,289

$ 86,549

Dragonfly Energy Holdings Corp.

Unaudited Condensed Interim Consolidated Statement of Operations

(U.S. Dollars in Thousands, except share and per share data)

Three Months Ended

June 30,

2026

2025

Net Sales

$ 13,159

$ 16,248

Cost of Goods Sold

8,816

11,643

Gross Profit

4,343

4,605

Operating Expenses

Research and development

648

692

General and administrative

4,617

4,619

Selling and marketing

1,977

2,575

Total Operating Expenses

7,242

7,886

Loss From Operations

(2,899 )

(3,281 )

Other Income (Expense)

Interest expense, net

(1,536 )

(5,442 )

Other Income

Change in fair market value of warrant liability

(13 )

1,689

Total Other Expense

(1,487 )

(3,753 )

Net Loss Before Taxes

(4,386 )

(7,034 )

Income Tax (Benefit) Expense

Net Loss

$ (4,386 )

$ (7,034 )

Less: Preferred Stock Dividends

(1,131 )

Net Loss Attributable to Common Shareholders

$ (5,517 )

$ (7,034 )

Net Loss Per Share- Basic & Diluted

$ (0.43 )

$ (5.77 )

Weighted Average Number of Shares- Basic & Diluted

12,688,511

1,218,808

Dragonfly Energy Holdings Corp.

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

(U.S. Dollars in Thousands)

Three Months Ended

June 30,

2026

2025

EBITDA Calculation

Net Loss Before Taxes

$ (5,517 )

$ (7,034 )

Interest Expense

1,536

5,442

Depreciation and Amortization

453

491

EBITDA

$ (3,528 )

$ (1,101 )

Adjustments to EBITDA

Stock - Based Compensation

461

190

Series B Preferred Stock Dividend

1,131

Preferred Stock Financing expenses

Prior year tariff estimate adjustment

287

Litigation Fees and loss on Settlement

132

Expenses related to Debt Restructure

At-the-Market (ATM) set up Expenses

131

Joint Venture Exploration

Change in fair market value of warrant liability

(1,689 )

Adjusted EBITDA

$ (1,581 )

$ (2,241 )

Dragonfly

Energy Holdings Corp.

Unaudited Condensed Consolidated Statement of Cash Flows

Six Months Ended June 30,

(U.S. Dollars in Thousands)

2026

2025

Cash flows from Operating Activities

Net Loss

$ (11,011 )

$ (13,831 )

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities

Stock based compensation

561

410

Amortization of debt discount

1,953

2,784

Change in fair market value of warrant liability

(493 )

(5,507 )

Non-cash interest expense (paid-in-kind)

7,306

Provision for credit losses

Depreciation and amortization

1,247

1,350

Amortization of right of use assets

586

1,324

Changes in Assets and Liabilities

Accounts receivable

692

(1,223 )

Inventories

3,893

663

Prepaid expenses

384

(40 )

Prepaid inventory

(279 )

(152 )

Prepaid income tax

(6 )

Other current assets

(1,290 )

Other assets

(6 )

Income taxes payable

(4 )

Accounts payable and accrued expenses

(4,589 )

905

Operating lease liabilities

(1,232 )

(1,436 )

Accrued tariffs

(602 )

296

Accrued settlement

(187 )

Deferred revenue

(500 )

Customer deposits

(7 )

(151 )

Total Adjustments

370

5,966

Net Cash Used in Operating Activities

(10,641 )

(7,865 )

Cash Flows From Investing Activities

Purchase of intangibles

(131 )

Purchase of property and equipment

(640 )

(1,621 )

Net Cash Used in Investing Activities

(771 )

(1,621 )

(Continued)

Cash Flows From Financing Activities

Proceeds from public offering (ATM), net

829

Proceeds from preferred stock offering, net of fees

7,330

Payment of dividends

(818 )

Repayment of note payable

(478 )

Taxes paid related to net settlement of RSUs

(87 )

Financing lease liabilities

(24 )

(23 )

Net Cash (Used in) Provided by Financing Activities

(578 )

7,370

Net Decrease in Cash and cash equivalents

(11,990 )

(2,116 )

Cash and cash equivalents - beginning of period

18,270

4,849

Cash and cash equivalents - end of period

$ 6,280

$ 2,733

Supplemental Disclosures of Cash Flow Information:

Cash paid for income taxes

Cash paid for interest

$ 1,555

$ 3

Supplemental Non-Cash Items

Purchases of property, equipment and intangibles, not yet paid

$ 417

$ 162

Recognition of right of use asset obtained in exchange for operating lease liability

$ -

$ 642

Conversion of preferred stock to common stock

$ -

$ 6,085

Recognition of warrant liability - Investor Warrants

$ -

$ 696

Declaration of Dividends

$ 1,011

$ -

Dividends paid in kind

$ 252

$ -

Accretion of preferred stock discount

$ 962

$ -

Settlement of accrued liability for employee stock purchase plan

$ 26

$ 73

Reclassification of assets held for sale to machinery and equipment

$ -

$ 644

Cashless exercise of penny warrants

$ 193

$ -

Exercise of pre-funded warrants

$ 1

$ -

Investor

Relations:

Eric

Prouty

Szymon

Serowiecki

AdvisIRy

Partners

DragonflyIR@advisiry.com

GRAPHIC

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v3.26.1

Cover

Aug. 06, 2026

Document Type

8-K

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false

Document Period End Date

Aug. 06, 2026

Entity File Number

001-40730

Entity Registrant Name

DRAGONFLY

ENERGY HOLDINGS CORP.

Entity Central Index Key

0001847986

Entity Tax Identification Number

85-1873463

Entity Incorporation, State or Country Code

Entity Address, Address Line One

12915

Old Virginia Road

Entity Address, City or Town

Reno

Entity Address, State or Province

Entity Address, Postal Zip Code

89521

City Area Code

(775)

Local Phone Number

622-3448

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Common Stock, par value $0.0001 per share

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DFLI

Security Exchange Name

NASDAQ

Redeemable warrants, exercisable for common stock

Title of 12(b) Security

Redeemable

warrants, exercisable for common stock

Trading Symbol

DFLIW

Security Exchange Name

NASDAQ

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