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)…

Entry into a Material Definitive Agreement. On October 16, 2025, Dragonfly Energy Holdings Corp. (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 t…

Other Events. Proposed Debt Restructuring The Company reached an agreement in principle with the lenders (the “ Lenders ”) under its Term Loan, Guarantee and Security Agreement, dated October 7, 2022, with ALTER DOMUS (US) LLC, as agent, and the Lenders (as amended to date, the “ Term Loan Agreement ”), pursuant to which the Company would restructure its outstanding indebtedness as follows (the “ Proposed Restructuring ”): ● the Company would make a prepayment of $45.0 million of outstanding…

Other Events. Proposed Debt Restructuring The Company reached an agreement in principle with the lenders (the “ Lenders ”) under its Term Loan, Guarantee and Security Agreement, dated October 7, 2022, with ALTER DOMUS (US) LLC, as agent, and the Lenders (as amended to date, the “ Term Loan Agreement ”), pursuant to which the Company would restructure its outstanding indebtedness as follows (the “ Proposed Restructuring ”): ● the Company would make a prepayment of $45.0 million of outstanding…

The filing describes an amendment to the equity incentive plan, which is not a management change.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On October 6, 2025, Dragonfly Energy Holdings Corp. (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 offering (the “ Offering ”) of 20,000,000 shares (the “ Base Shares ”) of the Company’s common stock, par value $0.0001 (the “ Common Stock ”), at a price to the public of…