Core Viewpoint - Dragonfly Energy Holdings Corp. has initiated an underwritten public offering of its common stock and pre-funded warrants, with the intention to use the proceeds for working capital and debt repayment [1][2]. Group 1: Offering Details - The company is offering common stock and pre-funded warrants, with a potential 30-day option for underwriters to purchase an additional 15% of the securities at the public offering price [1]. - The offering is subject to market conditions, and there is no guarantee regarding its completion or the final terms [1]. Group 2: Financial and Corporate Use of Proceeds - The net proceeds from the offering will be utilized for working capital and general corporate purposes, including repayment of existing debt [2]. Group 3: Company Background - Dragonfly Energy is a leader in lithium battery technology, focusing on cell manufacturing, battery pack assembly, and system integration [5]. - The company is known for its Battle Born Batteries® brand and has a significant presence in the lithium battery industry, with a patented dry electrode manufacturing process [5]. - Dragonfly Energy aims to advance clean energy solutions through the development of nonflammable, all-solid-state battery cells [5].

[General Filing Information](index=1&type=section&id=General%20Filing%20Information) [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) This section provides the basic identification information for Dragonfly Energy Holdings Corp. as the registrant, including its address, contact number, and the date of the report - Registrant: **DRAGONFLY ENERGY HOLDINGS CORP.**[1](index=1&type=chunk) - Date of Report (earliest event reported): **July 29, 2025**[1](index=1&type=chunk) - Address: **12915 Old Virginia Road, Reno, Nevada 89521**[1](index=1&type=chunk) [Securities Registered](index=1&type=section&id=Securities%20Registered) The company's common stock and redeemable warrants are registered on The Nasdaq Capital Market | 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 | [Emerging Growth Company Status](index=1&type=section&id=Emerging%20Growth%20Company%20Status) Dragonfly Energy Holdings Corp. has indicated its status as an emerging growth company - The registrant is an **emerging growth company**[3](index=3&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) [Preliminary Financial Results Announcement](index=2&type=section&id=Preliminary%20Financial%20Results%20Announcement) Dragonfly Energy Holdings Corp. announced the issuance of a press release containing preliminary financial results for the quarter ended June 30, 2025 - On **July 29, 2025**, Dragonfly Energy Holdings Corp. issued a press release containing certain preliminary financial results for the quarter ended **June 30, 2025**[4](index=4&type=chunk) - The press release is furnished as **Exhibit 99.1**[4](index=4&type=chunk) [Item 8.01 Other Events](index=2&type=section&id=Item%208.01%20Other%20Events) [New Patent Grant](index=2&type=section&id=New%20Patent%20Grant) The Company was granted a new patent for an innovative powderized ionically conducting feedstock, crucial for constructing solid-state electrochemical cells with enhanced safety, thermal stability, and high energy density, enabling scalable manufacturing of next-generation batteries - The Company was issued a new patent covering **powderized ionically conducting feedstock** for solid-state electrochemical cells[6](index=6&type=chunk) - This technology incorporates a **non-flammable, lithium-conductive composite electrolyte**, enabling high-performance cycling without traditional liquid or gel polymer electrolytes[6](index=6&type=chunk) - Innovations are designed to enhance **safety and thermal stability**, support **scalable manufacturing** of next-generation battery cells, and allow for **high energy density** adaptable to various lithium-ion chemistries[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) [Exhibits List](index=2&type=section&id=Exhibits%20List) This section lists the exhibits furnished with the Form 8-K, including the press release detailing preliminary financial results and the interactive data file | Exhibit No. | Description | | :---------- | :---------- | | 99.1 | Press Release of Dragonfly Energy Holdings Corp., dated July 29, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=3&type=section&id=Signature) [Authorized Signature](index=3&type=section&id=Authorized%20Signature) The report was duly signed on behalf of Dragonfly Energy Holdings Corp. by Denis Phares, Chief Executive Officer, Interim Chief Financial Officer, and President - Report signed by **Denis Phares**, Chief Executive Officer, Interim Chief Financial Officer and President[11](index=11&type=chunk) - Dated: **July 29, 2025**[11](index=11&type=chunk)

Core Insights - Dragonfly Energy Holdings Corp. reported strong preliminary second quarter 2025 net sales growth of 23% year-over-year, with anticipated net sales of $16.2 million and an adjusted EBITDA loss of $(2.2) million, both exceeding previous guidance [2][3][4] Financial Performance - The anticipated net sales of $16.2 million represent a 23% increase compared to the same quarter last year [2] - Adjusted EBITDA is expected to improve by approximately $4 million from the previous year, indicating a reduction in losses [2][3] Management Commentary - The CEO, Dr. Denis Phares, expressed satisfaction with the preliminary results, highlighting consecutive quarters of net sales growth and a reduction in adjusted EBITDA loss [3] - The company recently exchanged shares of common stock for all remaining shares of preferred stock, enhancing operational flexibility and supporting future growth [3] Company Overview - Dragonfly Energy specializes in lithium battery technology, including cell manufacturing and battery pack assembly, and is recognized for its Battle Born Batteries® brand [7] - The company aims to lead in domestic lithium battery cell production and is focused on developing nonflammable, all-solid-state battery cells for various applications [7]

Core Viewpoint - Dragonfly Energy Holdings Corp. has entered into a Settlement and Mutual Release Agreement to eliminate all outstanding shares of its Series A Convertible Preferred Stock, enhancing its financial flexibility and capital structure [1][2][3] Financial Impact - The company will issue 2,100,000 shares of common stock in exchange for the surrender of all outstanding Series A Preferred Stock, fully satisfying its obligations under related agreements [2] - This strategic move is expected to remove potential future dilution concerns and improve the company's capital structure [3] Company Overview - Dragonfly Energy is a leader in energy storage and battery technology, specializing in lithium battery manufacturing and system integration [5] - The company is known for its Battle Born Batteries® brand and has established a strong presence in the lithium battery industry with a diverse customer base [5] - Dragonfly Energy aims to advance clean energy technologies, focusing on the development of nonflammable, all-solid-state battery cells [5]

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]

Core Insights - Dragonfly Energy Holdings Corp. reported a 6.8% increase in net sales for Q1 2025, reaching $13.4 million, driven primarily by an 11% growth in OEM net sales [1][4][6] - The company is focusing on operational efficiencies through a corporate optimization program, which includes enhancing manufacturing capabilities and product development [2][5] - For Q2 2025, Dragonfly Energy anticipates net sales of approximately $14.8 million, representing a year-over-year growth of about 12% [8][14] Financial Performance - Net sales for Q1 2025 were $13.4 million, compared to $12.5 million in Q1 2024, marking a 6.8% increase [4][6] - OEM net sales increased by 10.8% to $8.1 million, while DTC sales decreased by 3.6% to $5.0 million [4][6] - Gross profit rose by 28.7% to $3.9 million, with a gross margin of 29.4%, up from 24.4% [5][6] - The net loss for Q1 2025 was $(6.8) million, an improvement from a net loss of $(10.4) million in the prior year [7][6] Operational Highlights - The company launched the Battle Born DualFlow Power Pack, targeting the trucking industry with a cost-effective hybrid electrification solution [2] - Dragonfly Energy is enhancing its U.S.-based production capabilities and onshoring select components to strengthen its competitive position [8] - The company is negotiating favorable terms with suppliers to mitigate tariff-related impacts [8] Future Outlook - The company remains optimistic about navigating the current macroeconomic environment while executing growth initiatives [8] - Strategic priorities include product innovation, revenue diversification, and prudent cost management [8]