Dragonfly Energy Holdings Corp.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 15. Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this report:
| 1. | Financial Statements |
The list of consolidated financial statements set forth in the accompanying Index to the Consolidated Financial Statements at page F-1 of this Annual Report on Form 10-K is incorporated herein by reference. Such consolidated financial statements are filed as part of this Annual Report on Form 10-K.
| 2. | Financial Statement Schedules |
All schedules have been omitted because the required information is either not required, not applicable or because the information required is included in the consolidated financial statements or notes thereto.
| 3. | Exhibits |
| Incorporated By Reference | ||||
|---|---|---|---|---|
| Exhibit No . | Description | Form | Exhibit | Filing Date |
| 2.1# | Agreement and Plan of Merger, dated as of May 15, 2022, by and among Dragonfly Energy Holdings Corp. (f/k/a Chardan NexTech Acquisition 2 Corp.), Bronco Merger Sub, Inc. and Dragonfly Energy Corp. (included as Annex A to the proxy statement/prospectus). | S-4 | 2.1 | 07/22/2022 |
| 2.2 | Amendment to Agreement and Plan of Merger, dated as of July 12, 2022, by and among Dragonfly Energy Holdings Corp. (f/k/a Chardan NexTech Acquisition 2 Corp.), Bronco Merger Sub, Inc. and Dragonfly Energy Corp. | S-4 | 2.1(a) | 07/22/2022 |
| 2.3 | Plan of Conversion. | 8-K | 2.1 | 03/31/2023 |
| 3.1 | Articles of Incorporation of Dragonfly Energy Holdings Corp. | 8-K | 3.1 | 03/31/2023 |
| 3.2 | Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., dated November 29, 2023. | 8-K | 3.1 | 11/29/2023 |
| 3.3 | Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., as filed with the Secretary of State of the State of Nevada, dated November 19, 2024. | 8-K | 3.1 | 11/22/2024 |
| 3.4 | Bylaws of Dragonfly Energy Holdings Corp. | 8-K | 3.2 | 03/31/2023 |
| 3.5 | Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series A Convertible Preferred Stock of Dragonfly Energy Holdings Corp. | 8-K | 3.1 | 02/27/2025 |
| 4.1 | Specimen Common Stock Certificate of Dragonfly Energy Holdings Corp. | 8-K | 4.1 | 10/11/2022 |
| 4.2 | Form of $10 Warrant of Dragonfly Energy Holdings Corp. | 8-K | 4.2 | 10/11/2022 |
| 4.3 | Form of Penny Warrant of Dragonfly Energy Holdings Corp. | 8-K | 4.3 | 10/11/2022 |
| 4.4 | Warrant Agreement, dated as of October 19, 2022, between Dragonfly Energy Holdings Corp. and American Stock Transfer & Trust Company, LLC. | S-1 | 4.4 | 10/21/2022 |
| 4.5 | Specimen Warrant Certificate of Dragonfly Energy Holdings Corp. | 10-K | 4.5 | 04/17/2023 |
| 4.6 | Promissory Note of the Company, dated March 5, 2023. | 8-K | 4.1 | 03/09/2023 |
| 4.7 | Form of June 2023 Warrant. | 8-K | 4.1 | 06/21/2023 |
| 4.8 | Form of Underwriters’ Warrant. | S-1/A | 4.8 | 06/14/2023 |
| 4.9 | Form of December 2023 Lender Penny Warrant. | 8-K | 4.1 | 12/29/2023 |
| 4.10 | Form of January Note. | 8-K | 4.1 | 03/04/2024 |
| 4.11 | Form of February Note. | 8-K | 4.1 | 03/04/2024 |
| 4.12 | Form of May 2024 Penny Warrant. | 10-Q | 4.3 | 05/14/2024 |
| 4.13 | Form of June 2024 Penny Warrant. | 8-K | 4.1 | 06/28/2024 |
| 4.14 | Form of September 2024 Penny Warrant. | 8-K | 4.1 | 10/07/2024 |
| 4.15 | Form of December 2024 Penny Warrant. | 8-K | 4.1 | 01/03/2025 |
| 4.16 | Form of Private Placement Warrant. | 8-K | 4.1 | 02/27/2025 |
| 4.17 | Form of February 2025 Penny Warrant. | 8-K | 4.2 | 02/27/2025 |
| 4.18* | Description of Securities. | |||
| 10.1 | Sponsor Support Agreement, dated as of May 15, 2022, by and among Chardan NexTech Investments 2 LLC, Dragonfly Energy Corp. and Chardan NexTech Investments 2 LLC (included as Annex E to the proxy statement/prospectus). | S-4 | 10.4 | 07/22/2022 |
| 10.2 | Commitment Letter, dated as of May 15, 2022, by and among Dragonfly Energy Holdings Corp. (f/k/a Chardan NexTech Acquisition 2 Corp.), Dragonfly Energy Corp., CCM Investments 5 LLC and EICF Agent LLC (included as Annex J to the proxy statement/prospectus). | S-4 | 10.5 | 07/22/2022 |
| 10.3 | Equity Facility Letter Agreement, dated as of May 15, 2022, by and among Dragonfly Energy Corp., Dragonfly Energy Holdings Corp. (f/k/a Chardan NexTech Acquisition 2 Corp.) and CCM Investments 5 LLC (included as Annex K to the proxy statement/prospectus). | S-4 | 10.6 | 07/22/2022 |
| 10.4 | Subscription Agreement, dated as of May 15, 2022, between Dragonfly Energy Holdings Corp. (f/k/a Chardan NexTech Acquisition 2 Corp.) and Chardan NexTech Investments 2 LLC (included as Annex F to the proxy statement/prospectus). | S-4 | 10.7 | 07/22/2022 |
| 10.5++ | Dragonfly Energy Holdings Corp. 2022 Equity Incentive Plan. | 8-K | 10.5 | 10/11/2022 |
| 10.6++ | Dragonfly Energy Holdings Corp. Employee Stock Purchase Plan. | 8-K | 10.6 | 10/11/2022 |
| 10.7 | Multi-tenant Industrial Triple Net Lease, dated as of March 1, 2021, between Dragonfly Energy Corp. and Icon Reno Property Owner Pool 3 Nevada, LLC. | S-4 | 10.11 | 07/22/2022 |
| 10.8 | Lease, dated as of February 8, 2022, between Dragonfly Energy Corp. and Prologis, L.P. | S-4 | 10.12 | 07/22/2022 |
| 10.9# | Purchase Agreement, dated as of October 7, 2022, between Dragonfly Energy Holdings Corp. and Chardan Capital Markets LLC. | 8-K | 10.10 | 10/11/2022 |
| 10.10 | Registration Rights Agreement, dated as of October 7, 2022, between Dragonfly Energy Holdings Corp. and Chardan Capital Markets LLC. | 8-K | 10.11 | 10/11/2022 |
| 10.11 | Term Loan Agreement, dated as of October 7, 2022, by and among the Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC. | 8-K | 10.12 | 10/11/2022 |
| 10.12 | Pledge Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp. and Alter Domus (US) LLC. | 8-K | 10.13 | 10/11/2022 |
| 10.13++ | Employment Agreement, dated as of January 1, 2022, by and between Dragonfly Energy Corp. and Denis Phares. | 8-K | 10.14 | 10/11/2022 |
| 10.14++ | Amendment to Employment Agreement, dated as of May 15, 2022, by and between Dragonfly Energy Corp. and Denis Phares. | 8-K | 10.15 | 10/11/2022 |
| 10.15++ | Employment Agreement, dated as of August 17, 2021, by and between Dragonfly Energy Corp. and John Marchetti. | 8-K | 10.18 | 10/11/2022 |
| 10.16++ | Dragonfly Energy Corp. 2019 Stock Incentive Plan. | 8-K | 10.19 | 10/11/2022 |
| 10.17++ | Dragonfly Energy Corp. 2021 Stock Incentive Plan. | 8-K | 10.20 | 10/11/2022 |
| 10.18 | Amended and Restated Registration Rights Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp. and each of the stockholders thereto. | 8-K | 10.21 | 10/11/2022 |
| 10.19*++ | Revised Director Compensation Policy. | |||
| 10.20++ | Employment Agreement, dated as of October 11, 2022, by and between Dragonfly Energy Holdings Corp. and Denis Phares. | S-1 | 10.23 | 11/4/2022 |
| 10.21++ | Employment Agreement, dated as of October 11, 2022, by and between Dragonfly Energy Holdings Corp. and John Marchetti. | S-1 | 10.24 | 11/4/2022 |
| 10.22++ | First Amended and Restated Employment Agreement, dated February 24, 2023, by and between Dragonfly Energy Holdings Corp. and John Marchetti. | 8-K | 10.1 | 03/02/2023 |
| 10.23 | Asset Purchase Agreement, dated April 22, 2022, by and among Dragonfly Energy Corp., Thomason Jones Company, LLC, William Thomason and Richard Jones. | 10-K | 10.28 | 04/17/2023 |
| 10.24 | Manufacturing Supply Agreement, dated November 19, 2021, by and between Dragonfly Energy Holdings Corp. and Keystone RV Company. | 10-K | 10.29 | 04/17/2023 |
| 10.25 | Asset Purchase Agreement, dated January 1, 2022, by and between Dragonfly Energy Holdings Corp. and Bourns Productions, Inc. | 10-K | 10.30 | 04/17/2023 |
| 10.26 | Assignment and Assumption Agreement, dated January 1, 2022, by and between Dragonfly Energy Corp. and Bourns Productions, Inc. | 10-K | 10.31 | 04/17/2023 |
| 10.27 | Assignment and Assumption of Lease Agreement, dated January 1, 2022, by and among Dragonfly Energy Corp., Bourns Productions, Inc. and Los Angeles & Steel Co. | 10-K | 10.32 | 04/17/2023 |
| 10.28 | Research and Development Lab Lease, dated April 25, 2019, by and between Dragonfly Energy Corp. and BRE RS Greg Park Owner LLC. | 10-K | 10.33 | 04/17/2023 |
| 10.29 | Amendment No. 1 to Research and Lab Lease, dated March 12, 2020, by and between Dragonfly Energy Corp. and DRE RS Greg Park Owner LLC. | 10-K | 10.34 | 04/17/2023 |
| 10.30 | Amendment No. 2 to Research and Lab Lease, dated July 27, 2020, by and between Dragonfly Energy Corp. and DRE RS Greg Park Owner LLC. | 10-K | 10.35 | 04/17/2023 |
| 10.31 | Amendment No. 3 to Research and Lab Lease, dated August 26, 2020, by and between Dragonfly Energy Corp. and DRE RS Greg Park Owner LLC. | 10-K | 10.36 | 04/17/2023 |
| 10.32 | Amendment No. 4 to Research and Lab Lease, dated December 16, 2020, by and between Dragonfly Energy Corp. and BRS RS Greg Park Owner LLC. | 10-K | 10.37 | 04/17/2023 |
| 10.33 | Amendment No. 5 to Research and Lab Lease, dated January 28, 2022, by and between Dragonfly Energy Corp. and BRS RS Greg Park Owner LLC. | 10-K | 10.38 | 04/17/2023 |
| 10.34 | Limited Waiver, dated as of March 29, 2023, to the Term Loan, Guarantee and Security Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC. | 8-K | 10.1 | 03/29/2023 |
| 10.35 | Limited Waiver, dated as of December 29, 2023, to the Term Loan, Guarantee and Security Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC. | 8-K | 10.1 | 12/29/2023 |
| 10.36++ | Employment Agreement, dated as of November 7, 2022, by and between Dragonfly Energy Holdings Corp. and Wade Seaburg. | 10-K | 10.42 | 04/16/2024 |
| 10.37++ | Employment Agreement, dated as of November 7, 2022, by and between Dragonfly Energy Holdings Corp. and Tyler Bourns. | 10-K | 10.43 | 04/16/2024 |
| 10.38 | Fernley Lease, dated April 12, 2024, by and between Dragonfly Energy Corp., Cottonmill Properties, LLC, and Marlene Thier. | 10-K | 10.44 | 04/16/2024 |
| 10.39++ | Amendment No. 1 to Employment Agreement, effective as of April 12, 2024, by and between Dragonfly Energy Holdings Corp. and Denis Phares. | 10-K | 10.45 | 04/16/2024 |
| 10.40++ | Amendment No. 1 to Employment Agreement, effective as of April 12, 2024, by and between Dragonfly Energy Holdings Corp. and Wade Seaburg. | 10-K | 10.46 | 04/16/2024 |
| 10.41++ | Amendment No. 1 to Employment Agreement, effective as of April 12, 2024, by and between Dragonfly Energy Holdings Corp. and Tyler Bourns. | 10-K | 10.47 | 04/16/2024 |
| 10.42 | Limited Waiver, dated as of May 13, 2024, to the Term Loan, Guarantee and Security Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC. | 10-Q | 10.1 | 05/14/2024 |
| 10.43 | Amended and Restated ChEF Purchase Agreement, by and between Chardan Capital Markets LLC and Dragonfly Energy Holdings Corp., dated May 20, 2024. | 8-K | 10.1 | 05/20/2024 |
| 10.44 | Limited Waiver and First Amendment to Term Loan, Guarantee and Security Agreement, dated as of June 28, 2024, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC. | 8-K | 10.1 | 07/01/2024 |
| 10.45# | Trademark License Agreement, by and among Dragonfly Energy Corp., Battle Born Battery Products, LLC, and Stryten Energy LLC, dated as of July 29, 2024. | 8-K/A | 10.1 | 08/01/2024 |
| 10.46# | Trademark Transfer and License-Back Agreement, by and between Dragonfly Energy Corp. and Battle Born Battery Products, LLC, dated as of July 29, 2024. | 8-K/A | 10.2 | 08/01/2024 |
| 10.47# | Limited Waiver, Consent and Second Amendment to Term Loan, Guarantee and Security Agreement, dated as of July 29, 2024, by and among Dragonfly Energy Corp., Dragonfly Energy Holdings Corp., Battle Born Battery Products, LLC, the lenders from time-to-time party thereto and Alter Domus (US) LLC. | 8-K/A | 10.3 | 08/01/2024 |
| 10.48 | Joinder Agreement, by Battle Born Battery Products, LLC and acknowledged by Dragonfly Energy Corp., and Dragonfly Energy Holdings Corp., dated as of July 29, 2024. | 8-K/A | 10.4 | 08/01/2024 |
| 10.49 | Limited Waiver and Third Amendment to Term Loan, Guarantee and Security Agreement, dated as of September 30, 2024, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC. | 8-K | 10.1 | 10/07/2024 |
| 10.50 | Limited Waiver and Fourth Amendment to Term Loan, Guarantee and Security Agreement, dated as of December 31, 2024, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., Battle Born Battery Products, LLC, the lenders from time to time party thereto and Alter Domus (US) LLC. | 8-K | 10.1 | 01/03/2025 |
| 10.51 | Support Agreement, dated as of December 31, 2024, by and among Dragonfly Energy Holdings Corp. and the shareholder identified on the signature pages thereto. | 8-K | 10.2 | 01/03/2025 |
| 10.52++ | Employment Agreement by and between Vickram Singh and Dragonfly Energy Holdings Corp, dated February 1, 2025. | 8-K | 10.1 | 02/05/2025 |
| 10.53# | Form of Securities Purchase Agreement, dated February 26, 2025, by and between Dragonfly Energy Holdings Corp. and the investor listed on the Schedule of Buyers thereto. | 8-K | 10.1 | 02/27/2025 |
| 10.54 | Form of Registration Rights Agreement, dated February 26, 2025, by and between Dragonfly Energy Holdings Corp. and the investor listed on the Schedule of Buyers thereto. | 8-K | 10.2 | 02/27/2025 |
| 10.55 | Support Agreement, dated February 26, 2025, by and between Dragonfly Energy Holdings Corp. and the stockholder signatory thereto. | 8-K | 10.3 | 02/27/2025 |
| 10.56# | Fifth Amendment to Term Loan, Guarantee and Security Agreement, dated as of February 26, 2025, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., Battle Born Battery Products, LLC, the lenders from time to time party thereto and Alter Domus (US) LLC. | 8-K | 10.4 | 02/27/2025 |
| 16.1 | Letter dated March 24, 2025 from Marcum LLP to the Securities and Exchange Commission. | 8-K | 16.1 | 03/24/2025 |
| 19.1* | Insider Trading Policy. | |||
| 21.1* | List of Subsidiaries. | |||
| 23.1* | Consent of CBIZ CPAs P.C. | |||
| 31.1* | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |||
| 31.2* | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |||
| 32.1** | Certification of Chief Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. | |||
| 97.1 | Dragonfly Energy Holdings Corp. Compensation Recovery Policy. | 10-K | 97.1 | 04/16/2024 |
| 101.INS* | Inline XBRL Instance Document. | |||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
- Filed herewith.
** Furnished herewith.
Portions of schedules and exhibits to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
++ Indicates a management contract or compensatory plan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.