Form 8-K

8-K — Dragonfly Energy Holdings Corp.

Accession: 0001493152-26-046260

Filed: 2026-10-08

Period: 2026-10-07

CIK: 0001847986

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Material Modifications to Rights of Security Holders

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

Item: Financial Statements and Exhibits

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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): October 7, 2026

DRAGONFLY

ENERGY HOLDINGS CORP.

(Exact

name of registrant as specified in its charter)

Nevada

001-40730

85-1873463

(State

or other jurisdiction

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 ☒

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

3.03 Material Modification to Rights of Security Holders.

1-for-8

Reverse Stock Split

The

Board of Directors (“Board”) of Dragonfly Energy Holdings Corp., a Nevada corporation (the “Company”), approved

a reverse stock split of the Company’s authorized, and its issued and outstanding, shares of common stock, par value $0.0001 per

share (“Common Stock”), each at a ratio of 1-for-8 (collectively, the “Reverse Stock Split”), pursuant to Nevada

Revised Statutes (“NRS”) 78.207. The Reverse Stock Split will become effective as of 12:01 a.m., Pacific Time, on October

12, 2026 (the “Effective Date”), with the Common Stock trading on The Nasdaq Capital Market (“Nasdaq”) on a reverse

split-adjusted basis under the Company’s existing trading symbol “DFLI” on October 12, 2026.

October 7, 2026, the Company filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”)

to effectuate the Reverse Stock Split. A copy of the Certificate of Change is attached as Exhibit 3.1 hereto and is incorporated herein

by reference.

Reason

for the Reverse Stock Split

The

Reverse Stock Split is intended to increase the closing bid price of the Company’s Common Stock above $1.00 per share, and to enable

the Company to manage continued compliance with Nasdaq Listing Rule 5550(a)(2).

Effects

of the Reverse Stock Split

Effective

Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective on the Effective Date, with the Common Stock trading on

Nasdaq on a reverse split-adjusted basis under the Company’s existing trading symbol “DFLI” on October 12, 2026. The

CUSIP number for the Common Stock will change to 26145B 601.

Split

Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s Common Stock held by each

record stockholder will be automatically converted into the number of whole shares of Common Stock equal to (i) the number of issued

and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) eight (8).

No fractional shares will be issued, and no cash or other consideration will be paid, in the Reverse Stock Split. Instead, any stockholder

who otherwise would have received a fractional share as a result of the Reverse Stock Split will, in lieu of such fractional share, receive

one whole share of post-Reverse Stock Split Common Stock.

Non-Certificated

Shares; Certificated Shares. Equiniti Trust Company, LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered

stockholders who hold shares of Common Stock are not required to take any action to receive post-Reverse Stock Split shares. Stockholders

owning shares of Common Stock via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect

the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection

with the Reverse Stock Split.

State

Filing. Pursuant to NRS 78.207 and 78.209, the Company filed the Certificate of Change with the Nevada Secretary of State on October

7, 2026 to effectuate the Reverse Stock Split. The Certificate of Change provides that the Reverse Stock Split will become effective

at 12:01 a.m., Pacific Time, on October 12, 2026. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated

by reference herein.

Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board in accordance with NRS

78.207, no stockholder approval is required. Pursuant to NRS 78.207, the Company may effectuate a Reverse Stock Split without stockholder

approval if (i) both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of the Common

Stock are simultaneously and proportionally reduced as a result of the Reverse Stock Split; (ii) the Reverse Stock Split does not adversely

affect any other class or series of the Company’s capital stock; and (iii) the Company does not pay money or issue scrip to stockholders

who (A) hold, in the aggregate, 10% or more of the outstanding pre-Reverse Stock Split shares of Common Stock and (B) would otherwise

be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Reverse Stock Split complies

with such requirements.

Capitalization.

Prior to the Reverse Stock Split, the Company was authorized to issue (i) 400,000,000 shares of Common Stock, par value $0.0001 per share,

and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share. After giving effect to the Reverse Stock Split, the Company

will be authorized to issue 50,000,000 shares of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.0001

per share. The total number of shares, and the par value, of the Company’s authorized preferred stock will not be impacted by the

Reverse Stock Split.

Immediately

after effecting the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting

power will remain substantially unchanged except for minor changes and adjustments that will result from rounding fractional

shares into whole shares. The rights and privileges of the holders of shares of the Common Stock under the Company’s articles of

incorporation and the NRS will be unaffected by the Reverse Stock Split.

Adjustments

to Equity Awards, Warrants and Convertible Preferred Stock. As a result of the Reverse Stock Split, proportionate adjustments will

be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable

under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices

of such equity awards, as applicable. In addition, proportionate adjustments will be made to the Company’s outstanding warrants,

resulting in each warrant becoming exercisable for one eighth (1/8th) of a share of Common Stock. Furthermore, proportionate adjustments

will be made to the conversion factor at which the Company’s outstanding convertible preferred stock may be converted into Common

Stock.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements

about the Reverse Stock Split and the timing thereof, as well as the trading of the Common Stock, the Company’s ability to increase

its closing bid price above $1.00 per share of Common Stock and its ability to manage compliance with the minimum bid price requirement

for continued listing on Nasdaq. These statements are often characterized by terminology such as “believes,” “hopes,”

“may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,”

“estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based

on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions,

expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form

8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements,

whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance

and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important factors that could cause

actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections

titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent

Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K.

Item

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

The

information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

3.1

Certificate of Change, filed on October 7, 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:

October 8, 2026

By:

/s/

Denis Phares

Name:

Denis

Phares

Title:

Chief

Executive Officer, Interim Chief Financial Officer and President

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City Area Code

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