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): February 27, 2024

DRAGONFLY ENERGY HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

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:

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 (§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. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On February 27, 2024, Dragonfly Energy Holdings Corp. (the “Company”) issued an unsecured convertible promissory note (the “February Note”) in the principal amount of $1,700,000 (the “February Principal Amount”) to Brian Nelson, a director of the Company (the “Holder”), in a private placement in exchange for cash in an equal amount (the “February Private Placement”). The Company used the proceeds of the February Private Placement for working capital and general corporate purposes.

The February Note became due and payable in full on March 1, 2024. The Company was obligated to pay $85,000 (the “February Loan Fee”) to the Holder on March 1, 2024. The Company paid the February Note and the February Loan Fee on March 1, 2024. Subject to certain conditions, the Company had the option to repay the balance of the February Note with any combination of cash and shares of Common Stock at a price not less than $0.55 per share.

The February Note contained customary events of default, including nonpayment of any amounts under the February Note when due, upon which the payment of the February Principal Amount, the February Loan Fee and any other unpaid fees, penalties, expenses or other charges were subject to acceleration. The Company had the option, at any time, to prepay the amount due under the February Note without premium or penalty.

The Holder has represented to the Company that it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from registration afforded by Section 4(2) of the Securities Act in connection with the issuance of the February Note.

The foregoing summary is qualified in its entirety by reference to the full text of the form of February Note, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in response to Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.