8-K
Dragonfly Energy Holdings Corp. (DFLI)
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
Date of Report (Date of earliest event reported): May 15,2025
DRAGONFLY
ENERGY HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40730 | 85-1873463 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 12915 Old Virginia Road<br><br> <br>Reno**, Nevada** | 89521 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(775)
622-3448
Registrant’s
telephone number, including area code
N/A
(Former name 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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> stock, par value $0.0001 per share | DFLI | The<br> Nasdaq<br> Capital Market |
| Redeemable<br> warrants, exercisable for common stock | DFLIW | The<br> Nasdaq<br> Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item2.02. Results of Operations and Financial Condition.
On May 15, 2025, Dragonfly Energy Holdings Corp. (the “Company”) issued an earnings release disclosing certain information regarding its results of operations for the first quarter ended March 31, 2025. Following the publication of the press release, the Company will host an earnings call at 4:30 p.m. (Eastern Time) on May 15, 2025, via a webcast. During the webcast, the Company’s financial results for the first quarter ended March 31, 2025 will be discussed. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.
Item7.01. Regulation FD Disclosure.
See “Item 2.02 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 incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release of Dragonfly Energy Holdings Corp., dated May 15, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
Signature
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.
| DRAGONFLY ENERGY HOLDINGS CORP. | ||
|---|---|---|
| Dated: May 15, 2025 | By: | /s/ Denis Phares |
| Name: | Denis<br> Phares | |
| Title: | Chief<br> Executive Officer, Interim Chief Financial Officer and President |
Exhibit 99.1
Dragonfly Energy Reports First Quarter 2025 Results
FirstQuarter Net Sales and Adjusted EBITDA Above Guidance
OEMNet Sales Increased 11% Year-Over-Year
CorporateOptimization Program Enhances Operational Efficiencies
Guidesto Second Quarter Net Sales of Approximately $14.8 Million
FirstQuarter 2025 Financial Highlights
(All comparisons made are against the prior-year period)
| ● | Net<br> sales were $13.4 million, compared to $12.5 million, up 6.8%. |
|---|---|
| ● | OEM<br> net sales were $8.1 million, compared to $7.3 million, up 10.8%. |
| ● | Gross<br> Margin was 29.4%, compared to 24.4%, up 500 basis points. |
| ● | Net<br> Loss was $(6.8) million, compared to $(10.4) million. |
| ● | Adjusted<br> EBITDA was $(3.6) million, compared to $(5.2) million. |
RENO,NEVADA (May 15, 2025) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and battery technology, today reported
its financial and operational results for the first quarter ended March 31, 2025.
“We are pleased to report a second consecutive quarter of year-over-year revenue growth, driven by demand from OEM customers, demonstrating the strength of our long-term partnerships, proprietary product offerings and compelling value propositions,” commented Dr. Denis Phares, Chief Executive Officer. “While the RV market continues to navigate headwinds, we are seeing encouraging customer adoption trends, along with continued penetration of the large heavy duty trucking market.”
“During the first quarter of 2025, we continued to implement our corporate optimization initiative, prioritizing product development to drive near term revenue and profit. For instance, this strategic shift is accelerating our development of purpose-built solutions for the trucking and industrial markets, resulting in the recent launch of our Battle Born DualFlow Power Pack, a practical, cost-effective hybrid electrification solution for the trucking industry.”
“We have also focused on optimizing our manufacturing efficiency and throughput, enabling us to increase our production capacity without the need for increased headcount,” continued Dr. Phares. “We believe these operational improvements, together with the capital raise completed in February 2025, provide the foundation for our path to revenue growth and profitability.”
FirstQuarter 2025 Financial and Operating Results
(All financial result comparisons made are against the prior-year period unless otherwise noted)
Net Sales by Customer Type
(in thousands)
| Fiscal Quarter Ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31, 2025 | March 31, 2024 | Change (YoY) | |||||
| OEM | $ | 8,091 | $ | 7,302 | 10.8 | % | |
| DTC | $ | 5,015 | $ | 5,203 | -3.6 | % | |
| Licensing Fee | $ | 250 | N/A | N/A | |||
| Net Sales | $ | 13,356 | $ | 12,505 | 6.8 | % |
Net Sales increased 6.8% to $13.4 million. OEM net sales grew 10.8% to $8.1 million, driven by increased adoption on new models by existing customers. DTC net sales were $5.0 million compared to $5.2 million, reflecting ongoing macroeconomic pressures.
Gross Profit increased 28.7% to $3.9 million. Gross Margin was 29.4%, up 500 basis points from 24.4%, due to higher volume. Operating Expenses were $9.8 million, compared to $8.9 million. The increase was primarily due to one-time expenses related to patent litigation and the capital raise completed in February 2025.
The Company reported a Net Loss of $(6.8) million, or $(0.93) per diluted share, compared to Net Loss of $(10.4) million or $(1.55) per diluted share. Adjusted EBITDA excluding stock-based compensation, changes in the fair market value of our warrants, and other one-time expenses, was $(3.6) million, compared to $(5.2) million.
Summaryand Outlook
“Looking ahead, we believe Dragonfly Energy’s growing U.S.-based production capabilities—including direct control over final assembly—along with our strategic onshoring of select components, will help strengthen our competitive position in today’s volatile tariff environment. In parallel, we are taking steps to mitigate tariff-related impacts by negotiating favorable terms with suppliers and working closely with key customers regarding potential price adjustments. We remain optimistic in our ability to navigate the current macro environment while continuing to execute on our growth initiatives.”
**“**For the second quarter we anticipate net sales of $14.8 million, representing year-over-year growth of approximately 12%. Our strategic priorities for the year remain focused on driving value through product innovation, revenue diversification, and prudent cost management” Dr. Phares concluded.
Q22025 Guidance
| ● | Net<br> Sales of approximately $14.8 million |
|---|---|
| ● | Adjusted<br> EBITDA of approximately $(3.5) million |
WebcastInformation
The Dragonfly Energy management team will host a conference call to discuss its first quarter 2025 financial and operational this afternoon, May 15, 2025, at 4:30PM Eastern Time. The call can be accessed live via webcast by clicking here, or through the Events and Presentations page within the Investor Relations section of Dragonfly Energy’s website at https://investors.dragonflyenergy.com/events-and-presentations/default.aspx. The call can also be accessed live via telephone by dialing (646) 564-2877, toll-free in North America (800) 549-8228, or for international callers +1 (289) 819-1520, and referencing conference ID: 76172. Please log in to the webcast or dial in to the call at least 10 minutes prior to the start of the event.
An archive of the webcast will be available for a period of time shortly after the call on the Events and Presentations page on the Investor Relations section of Dragonfly Energy’s website, along with the earnings press release.
AboutDragonfly Energy
Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) is a comprehensive lithium battery technology company, specializing in cell manufacturing, battery pack assembly, and full system integration. Through its renowned Battle Born Batteries® brand, Dragonfly Energy has established itself as a frontrunner in the lithium battery industry, with hundreds of thousands of reliable battery packs deployed in the field through top-tier OEMs and a diverse retail customer base. At the forefront of domestic lithium battery cell production, Dragonfly Energy’s patented dry electrode manufacturing process can deliver chemistry-agnostic power solutions for a broad spectrum of applications, including energy storage systems, electric vehicles, and consumer electronics. The Company’s overarching mission is the future deployment of its proprietary, nonflammable, all-solid-state battery cells.
To learn more about Dragonfly Energy and its commitment to clean energy advancements, visit https://investors.dragonflyenergy.com/.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding the Company’s guidance for 2025, results of operations and financial position, planned products and services, business strategy and plans, market size and growth opportunities, competitive position and technological and market trends. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions.
These forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the Company’s control) which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to: improved recovery in the Company’s core markets, including the RV market; the Company’s ability to successfully increase market penetration into target markets; the Company’s ability to penetrate the heavy-duty trucking and other new markets; the growth of the addressable markets that the Company intends to target; the Company’s ability to retain members of its senior management team and other key personnel; the Company’s ability to maintain relationships with key suppliers including suppliers in China; the Company’s ability to maintain relationships with key customers; the Company’s ability to access capital as and when needed under its $150 million ChEF Equity Facility; the Company’s ability to protect its patents and other intellectual property; the Company’s ability to successfully utilize its patented dry electrode battery manufacturing process and optimize solid state cells as well as to produce commercially viable solid state cells in a timely manner or at all, and to scale to mass production; the Company’s ability to timely achieve the anticipated benefits of its licensing arrangement with Stryten Energy LLC; the Company’s ability to achieve the anticipated benefits of its customer arrangements with THOR Industries and THOR Industries’ affiliated brands (including Keystone RV Company); the Company’s ability to maintain the listing of its common stock and public warrants on the Nasdaq Capital Market; the Russian/Ukrainian conflict; the Company’s ability to generate revenue from future product sales and its ability to achieve and maintain profitability; and the Company’s ability to compete with other manufacturers in the industry and its ability to engage target customers and successfully convert these customers into meaningful orders in the future. These and other risks and uncertainties are described more fully in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 to be filed with the SEC and in the Company’s subsequent filings with the SEC available at www.sec.gov.
If any of these risks materialize or any of the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements contained in this press release speak only as of the date they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
FinancialTables
Dragonfly Energy Holdings Corp.
Unaudited Condensed Consolidated Balance Sheets
(U.S. Dollars in thousands, except share and per share data)
| December 31, 2024 | |||||
| Current Assets | |||||
| Cash and cash equivalents | 2,803 | $ | 4,849 | ||
| Accounts receivable, net of allowance for credit losses | 4,228 | 2,416 | |||
| Inventory | 21,728 | 21,716 | |||
| Prepaid expenses | 932 | 806 | |||
| Prepaid inventory | 2,031 | 1,362 | |||
| Prepaid income tax | 311 | 307 | |||
| Assets held of sale | 644 | 644 | |||
| Other current assets | 771 | 825 | |||
| Total Current Assets | 33,448 | 32,925 | |||
| Property and Equipment | |||||
| Property and Equipment, Net | 21,252 | 22,107 | |||
| Operating lease right of use asset | 19,079 | 19,737 | |||
| Other assets | 445 | 445 | |||
| Total Assets | 74,224 | $ | 75,214 | ||
| Current Liabilities | |||||
| Accounts payable | 13,012 | $ | 10,716 | ||
| Accrued payroll and other liabilities | 4,438 | 4,129 | |||
| Accrued tariffs | 1,945 | 1,915 | |||
| Accrued settlement, current portion | 750 | 750 | |||
| Customer deposits | 137 | 317 | |||
| Deferred revenue, current portion | 1,000 | 1,000 | |||
| Uncertain tax position liability | 55 | 55 | |||
| Operating lease liability, current portion | 2,985 | 2,926 | |||
| Financing lease liability, current portion | 48 | 47 | |||
| Total Current Liabilities | 24,370 | 21,855 | |||
| Long-Term Liabilities | |||||
| Deferred revenue, net of current portion | 3,333 | 3,583 | |||
| Warrant liabilities | 2,011 | 5,133 | |||
| Accrued settlement, net of current portion | 1,750 | 1,750 | |||
| Notes payable, net of debt issuance costs | 33,624 | 29,646 | |||
| Operating lease liability, net of current portion | 21,823 | 22,588 | |||
| Financing lease liability, net of current portion | 51 | 63 | |||
| Total Long-Term Liabilities | 62,592 | 62,763 | |||
| Total Liabilities | 86,962 | 84,618 | |||
| Commitments and Contingencies (See Note 5) | |||||
| Series A Preferred stock | |||||
| Preferred stock-Series A 5,000 shares at 0.0001 par value, authorized, | |||||
| 320 and 0 shares issued and outstanding as of March 31, 2025 and | |||||
| December 31, 2024, respectively | 2,907 | - | |||
| Stockholders’ (Deficit) Equity | |||||
| Preferred stock, 4,995,000 shares at 0.0001 par value, authorized, no shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | |||||
| Common stock, 250,000,000 shares at 0.0001 par value, authorized, 7,589,642 and 6,695,587 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | |||||
| - | - | ||||
| 1 | 1 | ||||
| Additional paid in capital | 73,305 | 72,749 | |||
| Accumulated deficit | (88,951 | ) | (82,154 | ) | |
| Total Stockholders’ (Deficit) | (15,645 | ) | (9,404 | ) | |
| Total Liabilities, Series A Preferred Stock and Stockholders’ Deficit | 74,224 | $ | 75,214 |
All values are in US Dollars.
Dragonfly Energy Holdings Corp.
Unaudited Condensed Interim Consolidated Statement of Operations
(U.S. Dollar in Thousands, except share and per share data)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2025 | 2024 | |||||
| Net Sales | $ | 13,356 | $ | 12,505 | ||
| Cost of Goods Sold | 9,428 | 9,454 | ||||
| Gross Profit | 3,928 | 3,051 | ||||
| Operating Expenses | ||||||
| Research and development | 1,000 | 1,333 | ||||
| General and administrative | 6,357 | 4,813 | ||||
| Selling and marketing | 2,485 | 2,744 | ||||
| Total Operating Expenses | 9,842 | 8,890 | ||||
| Loss From Operations | (5,914 | ) | (5,839 | ) | ||
| Other Income (Expense) | ||||||
| Interest expense | (4,701 | ) | (4,760 | ) | ||
| Other Expense | - | (4 | ) | |||
| Change in fair market value of warrant liability | 3,818 | 236 | ||||
| Total Other Expense | (883 | ) | (4,528 | ) | ||
| Net Loss Before Taxes | (6,797 | ) | (10,367 | ) | ||
| Income Tax (Benefit) Expense | - | - | ||||
| Net Loss | $ | (6,797 | ) | $ | (10,367 | ) |
| Net (Loss) Gain Per Share- Basic & Diluted | $ | (0.93 | ) | $ | (1.55 | ) |
| Weighted Average Number of Shares- Basic & Diluted | 7,327,620 | 6,695,587 |
Dragonfly Energy Holdings Corp.
Unaudited Condensed Consolidated Statement of Cash Flows
Three Months Ended
(U.S. in thousands)
| March 31, | March 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from Operating Activities | ||||||
| Net Loss | $ | (6,797 | ) | $ | (10,367 | ) |
| Adjustments to Reconcile Net Loss to Net Cash | ||||||
| Used in Operating Activities | ||||||
| Stock based compensation | 220 | 266 | ||||
| Amortization of debt discount | 1,095 | 894 | ||||
| Change in fair market value of warrant liability | (3,818 | ) | (236 | ) | ||
| Non-cash interest expense (paid-in-kind) | 3,579 | 1,260 | ||||
| Provision for credit losses | 103 | 47 | ||||
| Depreciation and amortization | 859 | 332 | ||||
| Amortization of right of use assets | 658 | 422 | ||||
| Changes in Assets and Liabilities | ||||||
| Accounts receivable | (1,915 | ) | (655 | ) | ||
| Inventories | (12 | ) | 5,200 | |||
| Prepaid expenses | (126 | ) | (71 | ) | ||
| Prepaid inventory | (669 | ) | (87 | ) | ||
| Other current assets | 54 | (591 | ) | |||
| Income taxes payable | (4 | ) | 174 | |||
| Accounts payable and accrued expenses | 3,379 | 81 | ||||
| Operating Lease Liability | (717 | ) | (181 | ) | ||
| Accrued tariffs | 30 | 87 | ||||
| Deferred revenue | (250 | ) | - | |||
| Customer deposits | (180 | ) | 30 | |||
| Total Adjustments | 2,286 | 6,972 | ||||
| Net Cash Used in Operating Activities | (4,511 | ) | (3,395 | ) | ||
| Cash Flows From Investing Activities | ||||||
| Proceeds from disposal of property and equipment | - | |||||
| Purchase of property and equipment | (778 | ) | (817 | ) | ||
| Net Cash Used in Investing Activities | (778 | ) | (817 | ) | ||
| Cash Flows From Financing Activities | ||||||
| Proceeds from public offering | 63 | - | ||||
| Payment of public offering costs | 3,180 | - | ||||
| Proceeds from note payable, related party | - | 2,700 | ||||
| Repayment of note payable, related party | - | (2,700 | ) | |||
| Net Cash Provided by Financing Activities | 3,243 | - | ||||
| Net Decrease in Cash and cash equivalents | (2,046 | ) | (4,212 | ) | ||
| Cash and cash equivalents - beginning of period | 4,849 | 12,713 | ||||
| Cash and cash equivalents - end of period | $ | 2,803 | $ | 8,501 | ||
| Supplemental Disclosures of Cash Flow Information: | ||||||
| Cash paid for income taxes | 2 | - | ||||
| Cash paid for interest | $ | 1 | $ | 2,390 | ||
| Supplemental Non-Cash Items | ||||||
| Purchases of property and equipment, not yet paid | $ | 929 | $ | 412 | ||
| Recognition of right of use asset obtained in exchange for operating lease liability | $ | - | $ | 21,095 | ||
| Conversion of preferred stock to common stock | $ | 273 | $ | - | ||
| Recognition of warrant liability - Investor Warrants | $ | 696 | $ | - |
Dragonfly Energy Holdings Corp.
Reconciliation of GAAP to Non-GAAP Measures (Unaudited)
(U.S. Dollars in Thousands)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2025 | 2024 | |||||
| EBITDA Calculation | ||||||
| Net (Loss) Income Before Taxes | $ | (6,797 | ) | $ | (10,367 | ) |
| Interest Expense | 4,701 | 4,760 | ||||
| Taxes | - | - | ||||
| Depreciation and Amortization | 859 | 332 | ||||
| EBITDA | $ | (1,237 | ) | $ | (5,275 | ) |
| Adjustments to EBITDA | ||||||
| Stock Based Compensation | 220 | 266 | ||||
| Preferred Stock Financing expenses | 631 | - | ||||
| Litigation Fees and Loss on Settlement | 543 | - | ||||
| Reverse Stock Split | 15 | - | ||||
| Change in fair market value of warrant liability | (3,818 | ) | (236 | ) | ||
| Adjusted EBITDA | $ | (3,645 | ) | $ | (5,245 | ) |
InvestorRelations:
Eric Prouty
Szymon Serowiecki
AdvisIRy Partners
DragonflyIR@advisiry.com