8-K

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

Dateof Report (Date of earliest event reported): November 12, 2024

DRAGONFLY

ENERGY HOLDINGS CORP.

(Exactname of registrant as specified in its charter)

(775) 622 – 3448

(Registrant’s telephone number, including area code)

N/A

(Formername or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.

On November 12, 2024, Dragonfly Energy Holdings Corp. (the “Company”) held its Annual Meeting of Stockholders (the “AnnualMeeting”). The matters voted on at the Annual Meeting were: (i) the election of two Class B directors to hold office until the 2027 annual meeting of stockholders; (ii) the adoption of a proposal to authorize the Board of Directors of the Company (the “Board”), in its discretion at any time within one year after stockholder approval is obtained, to effect a reverse stock split of only the then-outstanding shares of common stock (with no change to the authorized capital stock of the Company), at a ratio of not less than one-for-five (1:5) and not greater than one-for-twenty (1:20), with the exact ratio to be determined by the Board and included in a public announcement (the “Reverse Stock Split Proposal”); (iii) the adjournment of the Annual Meeting in the event that the number of shares of the Company’s common stock present or represented by proxy at the Annual Meeting and voting “FOR” the approval of the Reverse Stock Split Proposal were insufficient to approve such proposal (the “Adjournment Proposal”); and (iv) the ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The voting results for each item of business voted upon at the Annual Meeting were as follows:

As a result, the stockholders elected each nominee to serve as a Class B director of the Company.

As a result, the stockholders approved the Reverse Stock Split Proposal.

As a result, the stockholders approved the Adjournment Proposal. The Adjournment Proposal was deemed not necessary and not acted upon at the Special Meeting as a result of the approval of the Reverse Stock Split Proposal.

As a result, the stockholders ratified the appointment of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.