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): January 24, 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 January 24, 2024, Dragonfly Energy Holdings Corp. (the “Company”) issued an unsecured convertible promissory note (the “January Note”) in the principal amount of $1,000,000 (the “January 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 “January Private Placement”). The Company used the proceeds of the January Private Placement for working capital and general corporate purposes.

The January Note became due and payable in full on February 2, 2024. The Company was obligated to pay $50,000 (the “January Loan Fee”) to the Holder on February 2, 2024. The Company paid the January Note and the January Loan Fee on February 1, 2024. Subject to certain conditions, the Company had the options to repay the balance of the January Note with any combination of cash and shares of common stock of the Company at a price not less than $0.47 per share.

The January Note contained customary events of default, including nonpayment of any amounts under the January Note when due, upon which the payment of the January Principal Amount, the January 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 January 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 January Note.

The foregoing summary is qualified in its entirety by reference to the full text of the form of January 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 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.