Dragonfly Energy Holdings Corp

For the period ended Dec 31, 2023. Filed Apr 16, 2024.

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FY2023 · Filed Apr 16, 2024

DFLI$1.94+6.0%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

(a)	Effective April 12, 2024, we entered into the Amended Employee Agreements with our Chief Executive Officer, our Chief Revenue Officer and our Chief Marketing Officer. The Amended Employee Agreements allow us to issue a combination of cash and equity awards on an annual basis up to a specified amount ($1,532,000 for our Chief Executive Officer, $490,000 for our Chief Revenue Officer and $236,000 for our Chief Marketing Officer), subject to approval and such other terms and conditions imposed by the compensation committee of the board of directors.
	Effective April 12, 2024, we issued a total of 836,295 RSUs under the 2022 Plan to the following employees: (i) 567,407 RSUs to our Chief Executive Officer; (ii) 181,481 RSUs to our Chief Revenue Officer; and (iii) 87,407 RSUs to our Chief Marketing Officer. Each of the RSUs granted will vest in three equal annual installments, with the first vesting date on the one (1) year anniversary of the date of issuance and the following two vesting dates on each subsequent anniversary of the date of issuance, subject to each employees’ continued employment as of each vesting date. In addition to the RSU awards, our Board also approved the following cash awards to the above referenced employees: (i) $510,666.67 to our Chief Executive Officer; (ii) $163,333.33 to our Chief Revenue Officer; and (iii) $78,667.67 to our Chief Marketing Officer. Each of the approved cash awards will not be paid out to the employees until we have achieved a minimum cash balance of $30,000,000, and are subject to each employee’s continued employment on the date of payment.
	On April 12, 2024, our Board issued each of our non-employee directors 222,222 RSUs in connection with their service as directors for the year ended December 31, 2023. The RSUs will vest in three equal annual installments, with the first vesting date on the one (1) year anniversary date of their issuance, subject to the directors continued service on our Board on each vesting date.
	On April 15, 2024, our Board approved an amendment to our Director Compensation Policy offering directors long-term incentive awards that are issuable subject to the sole discretion of our compensation committee. Each such long-term incentive award is payable in the form of cash and or equity awards. Each such award shall be determined each fiscal year and are subject to the director’s continued service with us and other conditions as our compensation committee deems appropriate. Where equity awards are issued, such awards are subject to the terms and conditions of the 2022 Plan.
	On April 12, 2024, we entered into the Fernley Lease Agreement, pursuant to which we agreed to lease the approximately 64,000 square foot Premises located in Fernley, Nevada.
	The initial term of the Fernley Lease Agreement (the “Term”) is for a period of sixty (60) months, effective April 1, 2024. The base rent for the Premises, payable monthly, is $44,800.00 for the first twelve months of the Term and is subject to a three percent (3.0%) increase on the anniversary of each year. We also will be responsible for twenty-five percent (25%) of any operating expenses, taxes and insurance expenses incurred by the Landlord in connection with the building in which the Premises are located (the “Expenses”) as well as utility expenses. The Expenses are subject to recalculation and increase upon the completion of the Initial Improvements (as defined in the Fernley Lease Agreement). The Landlord is responsible for completing the Initial Improvements. The Fernley Lease Agreement also contains customary default provisions allowing the Landlord to terminate the Fernley Lease Agreement if we fail to cure certain breaches of our obligations under the Fernley Lease Agreement within a specified period of time upon written notice to us. In addition, we are obligated to indemnify, and hold harmless, the Landlord for certain losses incurred in connection with or arising out of any injury to persons or damage to property occurring in or on the Premises, or resulting from any accident or other negligent or willfully wrongful act or omission of us on or about the Premises. Concurrent with the execution of the Fernley Lease Agreement, we paid the Landlord a security deposit of $50,422.79.
(b)	During the fiscal quarter ended December 31, 2023, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.

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