Dragonfly Energy Holdings Corp.

8-K · form8-k.htm

0001847986

 2026-06-05
 2026-06-05

 0001847986

 DFLI:CommonStockParValue0.0001PerShareMember

 2026-06-05
 2026-06-05

 0001847986

 DFLI:RedeemableWarrantsExercisableForCommonStockMember

 2026-06-05
 2026-06-05

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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): June
5, 2026

  

 DRAGONFLY
ENERGY HOLDINGS CORP.

 (Exact
name of registrant as specified in its charter)

  

 Nevada
  
 001-40730
  
 85-1873463

 (State
 or other jurisdiction

 of
 incorporation)

  
 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

  

 12915
 Old Virginia Road

 Reno ,
 Nevada

  
 89521

 (Address
 of principal executive offices)
  
 (Zip
 Code)

  

 Registrant’s
telephone number, including area code: (775) 622-3448

  

 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
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 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
 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

  

 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. ☐

  

  

  

  

  

  

 Item
 5.03
 Amendments
 to Articles of Incorporation or Bylaws; Change in Fiscal Year.

  

 Amendment
to Articles of Incorporation

  

 On
June 5, 2026,
Dragonfly Energy Holdings Corp. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of
Incorporation, as amended from time to time (as amended, the “Articles of Incorporation”), with the Secretary of State
of the State of Nevada (the “Certificate of Amendment”) to update the Company’s registered agent and registered
office. The Certificate of Amendment became effective upon filing.

  

 A
copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

  

 Withdrawal
of Series A Certificate of Designation

  

 As
previously disclosed, on February 26, 2025, the Company filed a Certificate of Designation of the Powers, Preferences and Relative, Participating,
Optional and Other Restrictions of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”)
with the Secretary of State of the State of Nevada, pursuant to which the Company designated 5,000 shares of preferred stock as Series
A Convertible Preferred Stock (the “Series A Preferred Stock”).

  

 On
June 5, 2026,
the Company filed a Withdrawal of Designation relating to the Series A Preferred Stock (the “Withdrawal of Designation”)
with the Secretary of State of the State of Nevada. At the time of the filing of the Withdrawal of Designation, no shares of Series A
Preferred Stock were issued or outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Company’s
Articles of Incorporation all matters set forth in the previously filed Certificate of Designation with respect to the previously designated
Series A Preferred Stock.

  

 A
copy of the Withdrawal of Designation is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

  

 Item
 9.01.
 Financial
 Statements and Exhibits.

  

 (d)
Exhibits.

  

 Exhibit
 No.
  
 Description

 3.1
  
 Certificate
 of Amendment to the Articles of Incorporation, as amended, of Dragonfly Energy Holdings Corp., as filed with the Secretary of State
 of the State of Nevada, dated June 5, 2026.

 3.2
  
 Certificate,
 Amendment or Withdrawal of Designation, relating to the Series A Convertible Preferred Stock, as filed with the Secretary of State
 of Nevada, dated June 5, 2026.

 104
  
 Cover
 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:
 June 8, 2026
 By:
 /s/
 Denis Phares

  
 Name:

 Denis
 Phares

  
 Title:
 Chief
 Executive Officer,

Interim Chief Financial Officer and President