Date of Report (Date of earliest event reported): July 29, 2025 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 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction (Commission File Number) Nevada 001-40730 85-1873463 (IRS Employer Identification No.) 12915 Old Virginia Road Reno, Nevada 89521 (Address of principal executive off ...

Sales Performance - Dragonfly Energy sold over 340,000 batteries since 2020, with net sales of $13.4 million and $12.5 million for the quarters ended March 31, 2025, and March 31, 2024, respectively [215]. - The company experienced a slight recovery in the RV market, with a year-over-year increase in lithium storage system incorporation, despite flat DTC sales [216]. - Net sales increased by $0.9 million, or 6.8%, to $13.4 million for the quarter ended March 31, 2025, compared to $12.5 million for the same period in 2024, driven by higher OEM battery and accessory sales [272]. - Direct-to-consumer (DTC) sales were $5.0 million, representing 37.5% of net sales, while OEM sales were $8.1 million, accounting for 60.6% of net sales for the quarter ended March 31, 2025 [271]. - The company expects sales to increase as the cyclical recovery of the RV market gains momentum and as it enters new markets such as trucking and industrials [272]. Financial Performance - As of March 31, 2025, Dragonfly Energy had cash totaling $2.8 million and reported a net loss of $6.8 million for the quarter, compared to a net loss of $10.4 million for the same quarter in 2024 [223]. - The net loss for the quarter ended March 31, 2025, was $6.8 million, an improvement from a net loss of $10.4 million for the same quarter in 2024 [280]. - Adjusted EBITDA for the quarter ended March 31, 2025, was $(3.646) million, compared to $(5.245) million for the same quarter in 2024 [296]. - The company reported a net cash used in operating activities of $4.5 million for the three months ended March 31, 2025, compared to $3.4 million for the same period in 2024, primarily due to a net loss of $6.8 million in 2025 [323][324]. - General and administrative expenses increased by $1.5 million, or 32.1%, to $6.4 million for the quarter ended March 31, 2025, compared to $4.8 million for the same quarter in 2024 [276]. Capital and Financing - The company completed the initial offering of Series A Preferred Stock in February 2025, raising $3.2 million, followed by a second closing that raised an additional $4.2 million [223]. - Dragonfly Energy's ChEF Equity Facility allows for the sale of up to $150 million in common stock to maintain cash balances and support business growth [227]. - The company issued $45 million of fixed rate senior notes and entered into a $75 million senior secured term loan facility as part of the Business Combination [302]. - The liquidity requirement under the Term Loan was reduced to $3.5 million as of June 30, 2024, and $10 million thereafter [231]. - The company may need to raise additional debt and/or equity financing to fund operations and strategic plans, with no guarantee of success in raising additional capital [321]. Operational Developments - Dragonfly Energy launched the Battle Born DualFlow Power Pack, targeting the trucking industry with a cost-effective hybrid electrification solution [218]. - The company has developed proprietary dry electrode cell manufacturing processes and solid-state cell technology, which are expected to differentiate its products in the energy storage market [221]. - The company is focused on optimizing solid-state cells and scaling production, with recent advancements in manufacturing processes demonstrated in 2023 [222]. - The company has signed a Commercial Offtake Agreement with a lithium mining company in Nevada to secure lithium supply for its solid-state cell production [258]. - The company plans to continue expanding into new end markets identified as opportunities for its LFP batteries, including rail, specialty vehicles, and solar integration [256]. Risks and Challenges - The company faces risks including reliance on a limited number of suppliers and potential impacts from global economic conditions [217]. - The company has significant doubt about its ability to continue as a going concern due to the lack of substantial proof of revenue projections for new markets and limited concessions from lenders [319]. - The independent registered public accounting firm included an explanatory paragraph in its report on the 2024 consolidated financial statements regarding the uncertainty of the company's financial condition [320]. - The company may be forced to reduce capital or operating expenditures if additional financing is not available, which could adversely affect its business and financial condition [321]. - The company has historically been able to raise additional capital through equity and/or debt financing, but future financings may be dilutive to current stockholders [321]. Amendments and Agreements - A License Agreement with Stryten was established, granting Stryten exclusive rights to use certain trademarks for a $5 million initial fee and mid-single digit royalties based on net sales [224][225]. - The first tranche of 1,666,667 shares was not issued as the 2023 total audited revenue did not reach $250 million and audited operating income did not reach $35 million [228]. - The second tranche of 1,388,889 shares is contingent upon the stock price reaching $202.50 over any 20 trading days by December 31, 2026 [228]. - The third tranche of 1,388,889 shares is contingent upon the stock price reaching $292.50 over any 20 trading days by December 31, 2028 [228]. - The Fifth Amendment to the Term Loan Agreement allows for no principal or interest payments through March 31, 2026, provided cash and cash equivalents are maintained at $2.5 million [248].

Company Performance - Dragonfly Energy Holdings Corp. reported a quarterly loss of $1.45 per share, slightly worse than the Zacks Consensus Estimate of a loss of $1.44, but an improvement from a loss of $1.53 per share a year ago, indicating a surprise of -0.69% [1] - The company posted revenues of $13.36 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 0.72% and showing an increase from $12.51 million in the same quarter last year [2] - Over the last four quarters, the company has surpassed consensus EPS estimates two times and topped consensus revenue estimates once [2] Stock Performance - Dragonfly Energy shares have lost approximately 84.9% since the beginning of the year, contrasting with the S&P 500's gain of 0.2% [3] - The current consensus EPS estimate for the upcoming quarter is -$1.19 on revenues of $14.56 million, and for the current fiscal year, it is -$4.48 on revenues of $67.95 million [7] Industry Outlook - The Electronics - Miscellaneous Products industry, to which Dragonfly Energy belongs, is currently ranked in the bottom 38% of over 250 Zacks industries, suggesting potential challenges ahead [8] - The company's earnings outlook and estimate revisions are crucial for assessing future stock performance, with a favorable trend noted prior to the earnings release [6]

Financial Data and Key Metrics Changes - The company reported a revenue growth of 6.8% in Q1 2025, marking the second consecutive quarter of year-over-year revenue growth [4] - First quarter net sales reached $13.4 million, with OEM net sales increasing by 10.8% to $8.1 million, while DTC segment revenue declined by approximately 3.6% to $5 million [18] - Gross profit increased by 12.5% to $3.9 million, and gross margin improved by 500 basis points to 29.4% [19] - The net loss for the quarter was $6.8 million, with a diluted loss per share of $0.93, compared to a net loss of $10.4 million and a diluted loss per share of $1.55 in the prior year [19] - Adjusted EBITDA improved to a loss of $3.6 million from a loss of $5.2 million in the previous year [19] Business Line Data and Key Metrics Changes - The OEM channel showed strong growth with a 10.8% increase in net sales, driven by broader integration of solutions at the factory level [4] - The DTC segment faced challenges, reflecting macroeconomic pressures that led to a decline in net sales [4][18] Market Data and Key Metrics Changes - The company highlighted its competitive advantage due to growing US-based production capabilities, which are crucial amid the volatile tariff landscape [8] - The strategic position is further strengthened by a lithium supply agreement with Pioneer, enhancing the company's ability to localize critical mineral supply chains [10] Company Strategy and Development Direction - The company is focusing on long-term growth through the OEM channel while optimizing its product development and rollout efforts [5] - A corporate optimization program has been launched to prioritize near-term revenue-generating opportunities and operational improvements [5][6] - The company aims to transition select components to North American-based sourcing and expand its domestic footprint [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in navigating ongoing market volatility while delivering high-quality energy storage solutions [19] - The company anticipates net sales of approximately $14.8 million in Q2 2025, representing year-over-year growth of 12% [19] - Management acknowledged the impact of tariffs on operations and emphasized the importance of cash flow and profitability for future growth [28][30] Other Important Information - The company has increased production capacity without additional headcount through enhanced automation and operational efficiencies [6][7] - The dual flow power pack for the heavy-duty trucking market is highlighted as a key product that addresses current market needs [5][14] Q&A Session Summary Question: Updates on dry electrode manufacturing technology commercialization - Management confirmed ongoing development and interest from commercial partners, but emphasized a focus on near-term revenue and profitability [24][25] Question: Thoughts on cash balance and EBITDA guidance - Management indicated confidence in cash balance post-preferred equity deal and emphasized investments in near-term revenue growth [27][28] Question: Follow-up on EBITDA expectations for Q2 - Management explained that continued investments in product development and the impact of tariffs influenced the EBITDA guidance for Q2 [30]

Financial Data and Key Metrics Changes - The company reported a revenue growth of 6.8% in Q1 2025, marking the second consecutive quarter of year-over-year revenue growth [5][18] - First quarter net sales reached $13.4 million, with OEM net sales increasing by 10.8% to $8.1 million, while DTC segment revenue declined by approximately 3.6% to $5 million [18] - Gross profit increased by 12.5% to $3.9 million, and gross margin improved by 500 basis points to 29.4% [19] - The net loss for the quarter was $6.8 million, with a diluted loss per share of $0.93, compared to a net loss of $10.4 million and a diluted loss per share of $1.55 in the prior year [19] - Adjusted EBITDA improved to a loss of $3.6 million from a loss of $5.2 million year-over-year [19] Business Line Data and Key Metrics Changes - The OEM channel showed strong growth with a 10.8% increase in net sales, driven by broader integration of solutions at the factory level [5][18] - The DTC segment faced challenges, reflecting macroeconomic pressures that led to a decline in net sales [5][18] Market Data and Key Metrics Changes - The company highlighted its competitive advantage due to growing US-based production capabilities, which are crucial amid the volatile tariff landscape [9][10] - The strategic position is further enhanced by a lithium supply agreement with Pioneer, which supports the localization of the critical mineral supply chain [11] Company Strategy and Development Direction - The company is focusing on long-term growth through the OEM channel while optimizing its operations for near-term revenue generation [6][18] - A corporate optimization program has been launched to enhance operational efficiency and prioritize product development with immediate revenue potential [6][7] - The company aims to transition select components to North American sourcing and expand its domestic footprint as market conditions evolve [11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in navigating ongoing market volatility while delivering high-quality energy storage solutions [19] - The company anticipates net sales of approximately $14.8 million in Q2 2025, representing a year-over-year growth of 12% [19] - Management emphasized the importance of returning to cash flow positive status to support future developments, including dry electrode and solid-state technologies [30] Other Important Information - The company has implemented several targeted enhancements across manufacturing operations, resulting in increased production capacity without additional headcount [7] - The focus on domestic manufacturing allows the company to better absorb tariff-related impacts and maintain quality control [10][12] Q&A Session Summary Question: Updates on dry electrode manufacturing technology commercialization opportunities - Management confirmed ongoing development and interest from commercial partners, but emphasized a focus on near-term revenue and profitability [25][26] Question: Thoughts on cash balance and EBITDA guidance - Management indicated that the recent preferred equity deal has strengthened the cash position, allowing for a focus on near-term revenue growth [28][29] - The expected EBITDA loss in Q2 is attributed to continued investments in product development and the impact of tariffs [31][32]

Financial Results - Dragonfly Energy Holdings Corp. reported preliminary financial results for Q1 2025 on April 23, 2025[4] - The press release detailing financial results is included as Exhibit 99.1[7] Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[3]

First Quarter Net Sales and Adjusted EBITDA Above GuidanceOEM Net Sales Increased 11% Year-Over-YearCorporate Optimization Program Enhances Operational EfficienciesGuides to Second Quarter Net Sales of Approximately $14.8 Million First Quarter 2025 Financial Highlights (All comparisons made are against the prior-year period) Net sales were $13.4 million, compared to $12.5 million, up 6.8%.OEM net sales were $8.1 million, compared to $7.3 million, up 10.8%.Gross Margin was 29.4%, compared to 24.4%, up 500 ba ...

Preliminary First Quarter Net Sales and Adjusted EBITDA Above GuidanceRENO, Nev., April 23, 2025 (GLOBE NEWSWIRE) -- Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and battery technology, today announced preliminary first quarter 2025 Net Sales and Adjusted EBITDA. The Company anticipates first quarter 2025 Net Sales of $13.4 million and Adjusted EBITDA of $(3.6) million, above the guidance provided in the fourth quarter of 2024. “F ...

Core Viewpoint - Dragonfly Energy Holdings Corp. is committed to environmental sustainability by pledging to plant thousands of trees in collaboration with the National Forest Foundation, aiming to exceed last year's planting of 10,000 trees [2][6]. Group 1: Environmental Commitment - The company is partnering with the National Forest Foundation to support reforestation efforts, which have resulted in over 33.5 million trees planted since 2018, including more than five million in 2024 [3][5]. - Dragonfly Energy will plant 10 trees for every battery sold during its Earth Day sale from April 21 to April 25, further emphasizing its dedication to environmental stewardship [4][6]. Group 2: Industry Position - Dragonfly Energy is recognized as a leader in green energy storage, specializing in lithium battery technology and manufacturing, with its Battle Born Batteries® brand being widely deployed [9]. - The company utilizes a patented dry electrode manufacturing process, allowing for chemistry-agnostic power solutions across various applications, including energy storage systems and electric vehicles [9]. Group 3: Future Goals - The collaboration with the National Forest Foundation aligns with the U.S. Forest Service's broader environmental plan to combat climate change, with a goal to plant 50 million trees by the end of 2025 [5][6].

Core Insights - Dragonfly Energy Holdings Corp. has launched the Battle Born Mobile App for Android users, enabling wireless monitoring and management of Battle Born smart battery systems [2][3] - The app is designed to work exclusively with batteries featuring Dragonfly IntelLigence, providing real-time data, system alerts, and diagnostic capabilities [2][3] - The app supports multi-battery systems and is aimed at enhancing user experience for various applications, including RVs, off-grid homes, and marine vessels [3] Company Overview - Dragonfly Energy is a leader in lithium battery technology, specializing in cell manufacturing, battery pack assembly, and full system integration [5] - The company’s Battle Born Batteries brand has established a strong presence in the lithium battery market, with hundreds of thousands of battery packs deployed [5] - Dragonfly Energy utilizes a patented dry electrode manufacturing process, allowing for chemistry-agnostic power solutions across diverse applications [5]