DRAGONFLY ENERGY HOLDINGS CORP SEC Filings

Dragonfly Energy Holdings (DFLI) amended its senior secured term loan to restructure debt. The company prepaid $45.0 million from recent equity offering proceeds, agreed to exchange $25 million of loan principal for newly created Series B preferred stock, and received $5.0 million of principal forgiveness. After these steps, $17 million remains outstanding at a fixed 12% interest rate, payable monthly starting December 31, 2025, maturing in October 2027.

The Series B preferred will be convertible at $3.15 per share into up to 7,936,508 common shares, carries an 8% cash dividend and a 2% in‑kind dividend, and cannot be converted for six months after issuance. The company may redeem at the greater of stated value plus accrued dividends or the as‑converted value; 25% of net proceeds from any future equity offerings must be used to redeem preferred at that price, and holders can require redemption if any shares remain outstanding on October 7, 2027.

The amendment includes a fee of approximately $450,000 in cash and $450,000 added to principal, waives certain covenants through December 31, 2026, and adds a monthly $5.0 million minimum liquidity covenant. The preferred and its underlying common shares were issued as unregistered securities under Section 4(a)(2).

Dragonfly Energy (DFLI) filed a preliminary prospectus supplement for a public offering of common stock and pre-funded warrants. The pre-funded warrants are exercisable immediately for one share at an exercise price of $0.0001, with ownership limits of 9.99% (or 4.99% at the holder’s election). Canaccord Genuity is the sole bookrunner.

Proceeds are intended for working capital and general corporate purposes, including a $45.0 million prepayment on the company’s term loan. The company also announced a non-binding agreement in principle to restructure debt: conversion of $25 million into new preferred stock (convertible at $3.15 per share into 7,936,508 shares) with dividends of 8% cash and 2% in kind; forgiveness of $5 million; and a remaining $17 million balance at a fixed 12% interest rate, maturing in October 2027. A fee of approximately $450,000 in cash and $450,000 added to principal, plus certain covenant waivers through December 31, 2026 and a $5.0 million minimum liquidity covenant, are included. This restructuring remains subject to definitive documentation.

Preliminary Q3 2025 results indicate Net Sales of $16.0 million and Adjusted EBITDA of $(2.2) million, reflecting 26% year-over-year sales growth and an approximately $3.3 million improvement in Adjusted EBITDA, both subject to finalization. The company has a Nasdaq exception until November 10, 2025 to regain listing compliance, which may require additional capital actions or a reverse split.

Dragonfly Energy entered an underwriting agreement for an underwritten public offering of 36,000,000 common shares at $1.35 and pre-funded warrants to purchase up to 5,000,000 shares at $1.3499. The underwriters have a 30-day option for up to an additional 6,150,000 shares at the public price.

Net proceeds are expected to be approximately $51.7 million. The company plans to use proceeds for working capital and general purposes, including repaying $45.0 million under its Term Loan, investing in near-term revenue initiatives, and advancing next‑generation battery technologies. Pre-funded warrants are immediately exercisable at $0.0001 per share and include a 9.99% (or 4.99% at purchaser election) beneficial ownership cap, adjustable with 61 days’ notice. The company agreed to 90‑day restrictions on issuing and selling additional equity.

Separately, the company reached a non-binding agreement in principle to restructure debt: prepay $45.0 million; convert $25 million into preferred stock convertible at $3.15 (7,936,508 shares) with 8% cash and 2% PIK dividends and a six‑month conversion standstill; forgive $5 million; leave $17 million at 12% fixed interest maturing October 2027; pay fees of about $450,000 in cash and $450,000 added to principal; and obtain certain covenant waivers through December 31, 2026 with a $5.0 million minimum liquidity covenant.

Dragonfly Energy Holdings (DFLI) launched a public offering of 36,000,000 shares of common stock and pre-funded warrants for 5,000,000 shares, including the 5,000,000 underlying shares, at a public offering price of $1.35 per share. The deal includes a 30-day option for underwriters to purchase up to 6,150,000 additional shares. The offering is expected to deliver $52,028,500 in proceeds to the company before expenses, and the pre-funded warrants are immediately exercisable at $0.0001 with a 9.99% (or 4.99%) beneficial ownership cap.

The company plans to use the proceeds for working capital and to prepay $45.0 million of its term loan. Management also disclosed a non-binding agreement in principle to restructure debt, including conversion of $25 million into new preferred stock (convertible at $3.15), forgiveness of $5 million, and resetting $17 million at 12% interest, subject to definitive documentation and closing conditions.

Preliminary Q3 2025 results indicate Net Sales of $16.0 million and Adjusted EBITDA of $(2.2) million (up 26% YoY sales and a smaller loss), pending final review. Nasdaq has granted an exception until November 10, 2025 to regain listing compliance, with milestones that may include debt restructuring and potential corporate actions.

Dragonfly Energy Holdings (DFLI) announced an underwritten public offering of 36,000,000 common shares at $1.35 and pre-funded warrants to purchase up to 5,000,000 shares at $1.3499, with a 30‑day option for up to 6,150,000 additional shares. The company expects approximately $51.7 million in net proceeds, with closing expected on or about October 17, 2025, subject to customary closing conditions. Pre-funded warrants are immediately exercisable at $0.0001 per share and include a 9.99% (or 4.99% at purchaser election) beneficial ownership cap.

The company plans to use proceeds for working capital and corporate purposes, including repaying $45.0 million under its term loan and investing in near-term revenue initiatives and next‑generation battery technologies. Dragonfly also reached a non‑binding agreement in principle to restructure its debt: convert $25 million of principal into preferred stock convertible at $3.15 (7,936,508 shares) with 8% cash and 2% PIK dividends, forgive $5 million of principal, and set the remaining $17 million at 12% fixed interest maturing in October 2027. Covenants would be waived through December 31, 2026 with a $5.0 million minimum liquidity covenant. The restructuring remains subject to definitive agreements and approvals.

Dragonfly Energy Holdings (DFLI) reported results from its October 15, 2025 Annual Meeting and related governance actions. Stockholders approved an amendment to the 2022 Equity Incentive Plan, increasing shares available for issuance by 9,000,000 (to 10,217,504), effective upon approval.

Stockholders also authorized the Board, in its discretion within one year, to effect a reverse stock split of the then-outstanding common shares at a ratio of not less than 1:2 and not greater than 1:50, with the exact ratio to be announced publicly. Proposals to increase authorized common stock in the event of a proportional reduction and to adjust voting standards were not approved. Denis Phares and Luisa Ingargiola were elected as Class C directors, and CBIZ CPAs P.C. was ratified as independent auditor for 2025.

Dragonfly Energy Holdings Corp. furnished an 8-K announcing a press release with preliminary financial results for the quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and incorporated by reference.

The company noted the information was furnished under Item 2.02 and “shall not be deemed filed” under the Exchange Act. Dragonfly’s securities trade on Nasdaq as DFLI (common stock) and DFLIW (warrants).

Dragonfly Energy Holdings Corp. entered an underwriting agreement to sell 20,000,000 shares of its common stock at a public offering price of $1.25 per share and granted the underwriters a 30‑day option for up to 3,000,000 additional shares at the same price. The underwriters fully exercised that option, increasing the total shares offered to 23,000,000. All shares are being sold by the company rather than existing holders.

The filing notes standard representations, warranties and termination provisions in the underwriting agreement and includes legal opinions and a pricing press release as exhibits. The document discloses the offering size and price, the exercise of the option in full, and attendant legal and disclosure exhibits; it does not provide proceeds, use of proceeds, or underwriting fees in the disclosed text.

Dragonfly Energy Holdings Corp. (DFLI) filed a prospectus supplement for a primary offering of 20,000,000 shares of common stock with an underwriter option to purchase up to an additional 3,000,000 shares for 30 days. After this offering the company expects to have approximately 81,805,765 shares outstanding (or 84,805,765 if the option is fully exercised). The document discloses multiple outstanding warrant and option pools that could dilute equity: Public Warrants exercisable at $11.50 (expiring October 7, 2027) with up to 9,422,905 shares issued and outstanding as of November 9, 2023, plus other warrants and options outstanding as of June 30, 2025 with specified exercise prices ranging from $0.01 and $0.09 to $103.50 and a weighted-average example of $18.22 and $25.59 for certain series. The prospectus also lists reserved shares related to the business combination and equity incentive plans and provides standard sections on risk factors, use of proceeds, plan of distribution and resale restrictions for various jurisdictions.