Business Context and Reporting Period
This Form 8-K filing by Dragonfly Energy Holdings Corp. (DFLI) is dated July 2, 2025, with the report signed on July 7, 2025. The Company, incorporated in Nevada, trades on The Nasdaq Capital Market under the symbols "DFLI" (Common Stock) and "DFLIW" (Redeemable Warrants). The filing addresses a critical regulatory matter regarding the Company's continued listing status on Nasdaq.
Key Financial Metrics and Listing Status
The filing does not provide specific revenue, profit, cash flow, or debt figures. However, it discloses the following financial conditions related to listing compliance:
- Minimum Bid Price: The Company is non-compliant with the $1.00 minimum bid price requirement (Nasdaq Listing Rule 5550(a)(2)).
- Market Value of Listed Securities (MVLS): The Company is non-compliant with the $35 million MVLS requirement (Nasdaq Listing Rule 5550(b)(2)).
- Alternative Standards: As of the filing date, the Company does not meet the alternative continued listing standards of $2,500,000 in stockholders' equity or $500,000 in net income from continuing operations.
Material Changes and Regulatory Action
On July 2, 2025, the Company received notice from a Nasdaq Hearings Panel granting an exception until November 10, 2025, to regain compliance with the Bid Price and MVLS requirements. This exception follows previous delisting determinations issued by Nasdaq staff on May 14, 2025 (Bid Price) and June 11, 2025 (MVLS). The securities will continue to trade on Nasdaq during this exception period, subject to the Company meeting specific milestones.
Outlook, Risks, and Milestones
The Company's ability to maintain its Nasdaq listing is contingent upon achieving the following milestones within the exception period:
- Preferred Stock Conversion: Conversion of remaining outstanding preferred stock into common stock by July 18, 2025.
- Debt Restructuring: Restructuring of a portion of outstanding debt or conversion of such debt into common stock by mid-August 2025.
Risks: Management acknowledges significant risk that the Company may fail to achieve these milestones or regain compliance by the November 10, 2025 deadline. Failure to do so will result in the delisting of the Company's securities from Nasdaq.
Investor Verification Checklist
- Verify the current trading price of DFLI to assess proximity to the $1.00 minimum bid requirement.
- Confirm the status of the preferred stock conversion deadline (July 18, 2025).
- Monitor announcements regarding the debt restructuring or conversion plan due by mid-August 2025.
- Review the Company's most recent financial statements to verify stockholders' equity and net income figures against Nasdaq alternative standards.
- Watch for any further communications from Nasdaq regarding the Company's compliance progress before the November 10, 2025 deadline.