Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on August 20, 2026, Dragonfly Energy Holdings Corp. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), be…

Material Modification to Rights of Security Holders. 1-for-8 Reverse Stock Split The Board of Directors (“Board”) of Dragonfly Energy Holdings Corp., a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s authorized, and its issued and outstanding, shares of common stock, par value $0.0001 per share (“Common Stock”), each at a ratio of 1-for-8 (collectively, the “Reverse Stock Split”), pursuant to Nevada Revised Statutes (“NRS”) 78.207. The Reverse Stock Split w…

Material Modification to Rights of Security Holders. The information set forth above in

Entry into a Material Definitive Agreement. Limited Waiver and Eighth Term Loan Amendment On September 30, 2026, Dragonfly Energy Holdings Corp. (the “Company”), Dragonfly Energy Corp., a wholly owned subsidiary of the Company (the “Subsidiary”), and Battle Born Battery Products, LLC entered into the Limited Waiver and Eighth Amendment (the “Eighth Amendment”) to the Term Loan, Guarantee and Security Agreement (as amended, the “Term Loan Agreement”) with the lenders (the “Lenders”) and Alter…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in

Changes in Registrant’s Certifying Accountant. On September 25, 2026, the Audit Committee of the Board of Directors of Dragonfly Energy Holdings Corp. (the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”), the Company’s independent registered public accounting firm, and approved the engagement of MaloneBailey LLP (“MaloneBailey”) as its new independent registered public accounting firm as of and for the year ended December 31, 2026. As described below, the change in independe…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2026, Dragonfly Energy Holdings Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), because the Company’s stock…

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 incorporat…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in

Entry into a Material Definitive Agreement. Asset Purchase Agreement On July 31, 2026, Dragonfly Energy Holdings Corp. (the “Company”) and its wholly owned subsidiary, Dragonfly Energy Corp. (the “Subsidiary”) entered into an asset purchase agreement (the “Purchase Agreement”) pursuant to which the Subsidiary acquired substantially all of the operating assets associated with the Dakota Lithium® brand (the “Transaction”), from Clean Liquidation, LLC (assignment for the benefit of creditors) (t…

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Director — Lukas Lutz: Lukas Lutz was appointed as an independent director, replacing Brian Nelson.

Other Events. On June 1, 2026, Dragonfly Energy Holdings Corp. (the “Company”) maker of Battle Born Batteries® filed a trade libel lawsuit against William Errol Prowse IV and Prowse Publications LLC in the Second Judicial District Court of the State of Nevada. The complaint seeks damages and injunctive relief to address the financial and reputational harm to Battle Born Batteries, which the Company alleges is the result of Prowse’s sustained campaign of false and misleading statements he dist…

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 incorporat…

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 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 S…

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 incorporat…

Executives and directors agreed to reduce their salaries in exchange for equity awards.

Entry into a Material Definitive Agreement. On January 30, 2026, Dragonfly Energy Holdings Corp. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Canaccord Genuity LLC (the “Lead Agent”), as representative of the several sales agents identified on Schedule 1 thereto (together with the Lead Agent, the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Lead Agent, up to $50.0 million of shares (the “Shares”) of its com…

Material Modification to Rights of Security Holders. The information contained in

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 incorp…

Entry into a Definitive Material Agreement. Exchange Agreement As previously disclosed, Dragonfly Energy Holdings Corp. (the “Company”) entered into an amendment to its Term Loan, Guarantee and Security Agreement with the lenders (the “Lenders”) with respect to the Company’s senior secured term loan facility (the “Term Loan”), whereby the Company and the Lenders agreed to restructure the Company’s outstanding indebtedness. As the final part of the restructuring, on November 4, 2025, the Compa…

The issuance of the Series B Preferred Stock and any related shares of Common Stock underlying the Series B Preferred Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act.

The Preferred Stock and any related shares of Common Stock underlying the Preferred Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

Entry into a Definitive Material Agreement. On October 20, 2025, Dragonfly Energy Holdings Corp. (the “Company”) , Dragonfly Energy Corp. and Battle Born Battery Products, LLC entered into the Sixth Amendment (the “Sixth Amendment”) to its Term Loan, Guarantee and Security Agreement (as amended, the “Term Loan Agreement”) with the lenders (the “Lenders”) and Alter Domus (US) LLC, as agent, with respect to the Company’s senior secured term loan facility (the “Term Loan”). Under the Sixth Amend…

Entry into a Material Definitive Agreement. On October 16, 2025, the Company entered into an underwriting agreement (the “ Underwriting Agreement ”) with Canaccord Genuity LLC, as representative of the several underwriters named therein (the “ Underwriters ”), relating to an underwritten public offering (the “ Offering ”) of (i) 36,000,000 shares (the “ Base Shares ”) of the Company’s common stock, par value $0.0001 (the “ Common Stock ”), at a price to the public of $1.35 per share and (ii)…