0001493152-25-011982 | 10-Q | XBRL Viewer | Dragonfly Energy Holdings Corp

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

6,928,121

3,464,786

Warrant [Member]

Restricted Stock Units (RSUs) [Member]

4,256,156

3,240,917

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

195,878

11,778

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Share-Based Payment Arrangement, Option [Member]

^[1]

2,317,840

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

158,247

212,091

[1]	See footnote 10 for further details.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2025

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of June 30, 2025:

	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	As of June 30, 2025
Liabilities
Warrant liability- Term Loan	$	273	$	273	$	-	$	273	$	-
Warrant liability- June Public Offering		49		49		-		49		-
Total liabilities	$	322	$	322	$	-	$	322	$	-

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2024:

	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	As of December 31, 2024
Liabilities
Warrant liability- Term Loan	$	3,883	$	3,883	$	-	$	3,883	$	-
Warrant liability- June Public Offering		1,250		1,250		-		1,250		-
Total liabilities	$	5,133	$	5,133	$	-	$	5,133	$	-

Fair Value, Inputs, Level 3 [Member]

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

SCHEDULE OF FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS

There was no Level 3 activity for the three and six months ended June 30, 2025.

	Warrant Liability - Term Loan			Warrant liability- June Public Offering
Fair value as of January 1, 2024	$	1,014		$	3,434
Change in fair value, gain included in net loss⁽¹⁾		(4	)		(220	)
Fair value as of March 31, 2024		1,010			3,214
Fair value, beginning balance		1,010			3,214
Warrants Issued		4,796			-
Change in fair value, gain included in net loss⁽¹⁾		(304	)		2,277
Fair value as of June 30, 2024	$	5,502		$	5,491
Fair value, ending balance	$	5,502		$	5,491

⁽¹⁾

Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations

Inventory (Tables)

6 Months Ended

Jun. 30, 2025

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORY

Inventory consists of the following:

	June 30, 2025		December 31, 2024
Raw material	$	18,298	$	18,776
Finished goods		2,755		2,940
Total inventory	$	21,053	$	21,716

SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Sales Channel, Directly to Consumer [Member]

$ 16,248

^[1]

$ 13,208

$ 29,604

^[2]

$ 25,713

Original Equipment Manufacturers [Member]

5,948

6,534

10,963

11,737

License Fee Revenue [Member]

10,050

6,674

18,141

13,976

$ 250

$ 500

[1]	Licensing Revenue which is not considered a segment as it is currently immaterial
[2]	Licensing Revenue which is not considered a segment as it is currently immaterial

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2025	Jun. 30, 2024
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (7,034)	$ (6,797)	$ (13,627)	$ (10,367)	$ (13,831)	$ (23,994)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 43: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 44: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 45: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 46: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 47: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 48: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 49: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Commitments and Contingencies Disclosure [Abstract]

Warrants

6 Months Ended

Jun. 30, 2025

Warrants

Warrants

Note 9 - Warrants

Common Stock Warrants classified as Equity

Public Warrants

The Company’s Public Warrants are classified as equity and as of June 30, 2025 and December 31, 2024, there were 1,046,948 Public Warrants issued and outstanding.

During the three and six months ended June 30, 2025 and 2024, no public warrants were exercised.

June 2023 Offering (Underwriter and Investor Warrants)

In connection with the entry into the underwriting agreement as further described in Note 11 of the financial statements, (the “June 2023 Offering”) the Company issued (i) underwriters warrants to purchase up to an aggregate of 63,362 shares of common stock (the “Underwriters’ Warrants”) which are exercisable upon issuance and will expire on June 20, 2028. The initial exercise price of the Underwriters’ Warrants is $22.50 per share, which equals 125% of the per share public offering price in the June 2023 Offering and (ii) warrants to purchase up to 1,111,111 shares of common stock to the investors in the offering together with shares of common stock (the “Investor Warrants”), at the combined public offering price of $18.00 per share of common stock and accompanying Investor Warrant, less underwriting discounts and commissions.

The Company also granted the underwriters a 45-day over-allotment option to purchase up to an additional 166,667 shares of common stock and/or Investor Warrants to purchase up to 166,667 shares of common stock at the public offering price per security, less underwriting discounts and commissions. The underwriters exercised their over-allotment option to purchase an additional 156,112 shares of common stock and Investor Warrants to purchase up to 156,112 shares of common stock. The Company accounts for the Investor Warrants issued in connection with the Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Investor Warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. It was determined that the Underwriters’ Warrants were not precluded from equity treatment and have been accounted for as such.

Underwriters’ Warrants:

	Common Stock Warrants
Underwriters’ Warrants Outstanding, January 1, 2025		63,362
Underwriters’ Warrants Outstanding, Beginning		63,362
Underwriters’ Warrants issued		-
Underwriters’ Warrants Outstanding, June 30, 2025		63,362
Underwriters’ Warrants Outstanding, Ending		63,362

Common Stock Warrants classified as Liability

Private Placement Warrants

There were 166,821 private warrants (the “Private Placement Warrants”) outstanding as of June 30, 2025 and December 31, 2024, respectively. The Company accounts for the Private Placement Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the private warrants do not meet the criteria for equity treatment thereunder, each private warrant must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (Continued)

Common Stock Warrants classified as Liability (Continued)

Private Placement Warrants (Continued)

With each such re-measurement, the warrant liabilities will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date.

The Private Placement Warrants are classified as Level 2 within the fair value hierarchy. Although these instruments are not actively traded, they are valued based on observable inputs, including the market price of the Company’s publicly traded warrants. The Company used a Black-Scholes model to estimate the fair value of the Private Placement Warrants, applying a discount to the value of the Public Warrants to account for the difference in remaining life. Because the valuation primarily relies on observable market data with limited adjustments, the Company determined that classification within Level 2 is appropriate.

Term Loan Warrants

On May 13, 2024, the Company received a waiver, or the May 2024 Waiver, in regards to its compliance with the fixed charge coverage ratio and maximum senior leverage ratio with respect to the minimum cash requirements ( the “Tests”) as of the last day of the quarter ended March 31, 2024. The May 2024 Waiver provided for a one-time issuance of the May 2024 Penny Warrants to purchase up to 283,334 shares of the Company’s common stock, at an exercise price of $0.09 per share, in connection with the Term Loan Lenders’ agreement to waive the Tests under the Term Loan for the quarter ended March 31, 2024. The May 2024 Penny Warrants were immediately exercisable upon issuance and will expire ten 10 years from the date of issuance.

On June 28, 2024, the Company entered into the First Amendment to the Term Loan with the Term Loan Lenders in regards to its compliance with the Tests for the quarter ended June 30, 2024. The First Amendment provided for a one-time issuance of the June 2024 Penny Warrants to purchase up to 233,334 shares of the Company’s common stock, at an exercise price of $0.09 per share, in connection with the Term Loan Lenders’ agreement to waive the Tests under the Term Loan for the quarter ended June 30, 2024 and certain amendments to the Term Loan. The June 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten 10 years from the date of issuance.

On September 30, 2024, the Company entered into the Third Amendment to the Term Loan with the Term Loan Lenders in regards to its compliance with the Tests for the quarter ended September 30, 2024. The Third Amendment provided for a one-time issuance the September 2024 Penny Warrants to purchase up to 333,334 shares of the Company’s common stock, at an exercise price of $0.09 per share, in connection with the Term Loan Lenders agreement to waive the Tests under the Term Loan for the quarter ended September 30, 2024 and to amend the Term Loan. The September 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten 10 years from the date of issuance.

On December 31, 2024, the Company entered into the Fourth Amendment to the Term Loan with the Term Loan Lenders in regards to its compliance with the Tests for the quarter ended December 31, 2024. The Fourth Amendment provided for a one-time issuance the December 2024 Penny Warrants to purchase up to 350,000 shares of the Company’s common stock, at an exercise price of $0.01 per share, in connection with the Term Loan Lenders agreement to waive the Tests under the Term Loan for the quarter ended December 31, 2024 and to amend the Term Loan. During the year ended December 31, 2024 the Company issued additional Original Penny Warrants to purchase 2,754 shares of common stock to the Term Loan Lenders in accordance with the anti-dilution provisions of the original penny warrants with respect to certain sales made by the Company under the ChEF Equity Facility. The December 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (continued)

Common Stock Warrants classified as Liability (Continued)

On February 26, 2025, the Company entered into the Fifth Amendment to the Term Loan with the Term Loan Lenders in connection with the February 2025 securities purchase agreement (see Note 10). The Fifth Amendment provided for a one-time issuance the February 2025 Penny Warrants to purchase up to 330,000 shares of the Company’s common stock, at an exercise price of $0.01 per share. The February 2025 Penny Warrants are immediately exercisable upon issuance and will expire ten 10 years from the date of issuance.

The May 2024 Penny Warrants, the June 2024 Penny Warrants, the September 2024 Penny Warrants, the December 2024 Penny Warrants and the February 2025 Penny Warrants (together, the “Penny Warrants”) were valued utilizing a Black-Scholes model with the following assumptions:

	May 2024 penny warrants			June 2024 penny warrants			September 2024 penny warrants			December 2024 penny warrants			February 2025 penny warrants
Stock price	$	10.71		$	7.65		$	4.77		$	2.78		$	2.12
Strike price	$	0.09		$	0.09		$	0.09		$	0.01		$	0.01
Term		10 years			10 years			10 years			10 years			10 years
Volatility		88	%		91	%		90	%		90	%		90	%
Risk-free rate		4.5	%		4.4	%		3.8	%		4.6	%		4.3	%

The Company concluded the Penny Warrants are not considered indexed to the Company’s common stock and to be accounted for as liabilities under ASC 815. As such, the estimated fair value is recognized as a liability each reporting period, with changes in the fair value recognized within income each period. There were no Penny Warrants outstanding prior to the merger.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (continued)

Common Stock Warrants classified as Liability (Continued)

The following table provides the significant inputs to the Black-Scholes method for the fair value of the Penny Warrants:

	As of June 30, 2025			As of December 31, 2024
Common stock price	$	0.16		$	2.78
Exercise price	$	0.09		$	0.09
Dividend yield		0	%		0	%
Term		7.27			7.77
Volatility		116.00	%		94.00	%
Risk-free rate		4.0	%		4.5	%
Fair value	$	0.15		$	2.74

The following table provides the significant inputs to the Black-Scholes method for the fair value of the Investor Warrants issued in the June 2023 Offering:

	As of June 30, 2025			As of December 31, 2024
Common stock price	$	0.16		$	2.78
Exercise price	$	18.00		$	18.00
Dividend yield		0	%		0	%
Term		2.98			3.47
Volatility		155	%		105	%
Risk-free rate		3.7	%		4.3	%
Fair value	$	0.04		$	1.01

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (continued)

Common Stock Warrants classified as Liability (Continued)

The following table presents a roll-forward of the Company’s warrants from January 1, 2025 to June 30, 2025 and January 1, 2024 to June 30, 2024:

	Private Warrants		Public Warrants		Term Loan Warrants		Investor Warrants
Warrants Outstanding, January 1, 2025		166,821		1,046,948		1,412,147		1,236,878
Exercise of warrants		-		-		-		-
Warrants issued		-		-		330,000		-
Warrants Outstanding, June 30, 2025		166,821		1,046,948		1,742,147		1,236,878

Warrants Outstanding, January 1, 2024		166,821		1,046,948		209,391		1,236,878
Warrants Outstanding, Beginning		166,821		1,046,948		209,391		1,236,878
Exercise of warrants		-		-		-		-
Warrants issued		-		-		517,519		-
Warrants Outstanding, June 30, 2024		166,821		1,046,948		726,910		1,236,878
Warrants Outstanding, Ending		166,821		1,046,948		726,910		1,236,878

Private Placement Convertible Preferred Warrants classified as Liability

In February 2025, in connection with a private placement offering of Series A Preferred Stock (see Note 10), the Company issued 20 Private Placement Convertible Preferred Warrants (as defined below). Each warrant entitles the holder to purchase up to 200 shares of Series A Preferred Stock at an exercise price of $10,000 per share. The warrants are exercisable immediately and expire upon the earliest of: (i) 33 months after the shares of common stock issuable upon conversion of Series A Preferred Stock are registered for resale under the Securities Act, (ii) the occurrence of a Change of Control (as defined in the Certificate of Designation), or (iii) the full redemption of Series A Preferred Stock. The number of underlying shares and the exercise price are subject to adjustment in the event of stock splits, combinations, dividends, reclassifications, or other similar events. Upon exercise of the warrants, the Series A Preferred Stock is convertible into common stock at a conversion price that is subject to a floor of $0.424 per share, pursuant to the terms set forth in the Certificate of Designation.

The Company accounts for the Private Placement Convertible Preferred Warrants issued in connection with the initial offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Private Placement Convertible Preferred Warrants do not meet the criteria for equity treatment thereunder, each Private Placement Convertible Preferred Warrant must be recorded as a derivative liability with the initial fair value of approximately $120. This liability is subject to re-measurement at each balance sheet date, with changes recorded in the consolidated statement of operations and comprehensive loss. However, the Company has deemed the fair value at inception as immaterial for initial recognition of the liability and will continue to monitor the change in fair value for subsequent periods. On June 23, 2025, the Company and the holder of the Private Placement Convertible Preferred Warrants agreed to cancel such holder’s warrants to purchase up to an aggregate of 4,000 shares of Series A Preferred Stock, with an exercise price of $10,000 per share of Series A Preferred Stock. As a result, the Private Placement Convertible Preferred Warrants are no longer outstanding. Please see Note 10 for more information as related to the aforementioned initial closing of the Private Placement.

The following table presents a roll-forward of the Company’s Private Placement Convertible Preferred Warrants from January 1, 2025 to June 30, 2025:

	Number of Warrants			Preferred Shares Underlying Warrants			Common Shares Underlying (at $1.00 floor)
Warrants Outstanding, January 1, 2025		-			-			-
Exercise of warrants		-			-			-
Warrants issued		20			4,000			48,000,000
Warrants Outstanding, March 31, 2025		20			4,000			48,000,000
Exercise of warrants		-			-			-
Warrants issued		-			-			-
Cancellation of warrants		(20	)		(4,000	)		(48,000,000	)
Warrants Outstanding, June 30, 2025		-			-			-

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Commitments and Contingencies

6 Months Ended

Jun. 30, 2025

Commitments and Contingencies

Note 5 - Commitments and Contingencies

Litigation

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, governmental actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of the Company’s management, could reasonably be expected to have a material adverse effect on the Company’s business and financial condition.

Operating Leases

The Company has leases related to the main office, warehouse space, research and development lab, engineering office, and sales office, all located in Reno, Nevada. The leases require annual escalating monthly payments ranging from $111 to $309. On February 2, 2022, the Company entered into a 124-month lease agreement in Reno, Nevada. The lease calls for monthly base rent of $230, $23 of fixed operating expense costs, and estimated monthly property taxes of $21. The monthly base rent and fixed operating expense costs are subject to escalation of 3% and 2.4%, respectively, on an annual basis. A certificate of substantial completion has been issued and the lease commencement date was March 25, 2024. The Company began paying monthly rent under the lease on July 24, 2024.

On April 12, 2024 the Company entered into a lease agreement, pursuant to which the Company agreed to lease an approximately 64,000 square foot facility (the “Premises”) located in Fernley, Nevada, to be used for general, warehousing, assembly/light manufacturing, painting of products, storage fulfillment, distribution of the Company’s products, and other uses as permitted under the Fernley Lease Agreement (the “Fernley Lease Agreement”). The effective date of the lease is April 1, 2024 (the “Lease Commencement Date”). However, the initial term of the Fernley Lease Agreement (the “Term”) is for a period of sixty (60) months, effective June 1, 2024 (the “Rent Commencement Date”). The base rent for the Premises, payable monthly, was $45 for the first ten months, starting June 1, 2024, and is subject to a three percent (3.0%) increase on the anniversary of the Lease Commencement Date each year. The Company 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 the Company fails to cure certain breaches of its obligations under the Fernley Lease Agreement within a specified period of time upon written notice to the Company. Concurrent with the execution of the Fernley Lease Agreement, the Company paid the Landlord a security deposit of $50.

On May 8, 2025, the Company entered into a sixth lease amendment with its landlord to extend the lease term for an additional sixty-four (64) month period for the research and development lab and engineering office in Reno, Nevada. Under the terms of the amended lease, the base rent due shall be fully abated for the four (4) month period commencing on August 1, 2025, and ending on November 30, 2025. The lease is set to expire on November 30, 2030.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 5 - Commitments and Contingencies (continued)

The following table presents the breakout of the operating leases as of:

	June 30, 2025			December 31, 2024
Operating lease right-of-use assets	$	19,055		$	19,737
Short-term operating lease liabilities		2,949			2,926
Long-term operating lease liabilities		21,771			22,588
Total operating lease liabilities	$	24,720		$	25,514
Weighted average remaining lease term		8.09 years			8.46 years
Weighted average discount rate		7.91	%		7.86	%

Assumptions used in determining the Company’s incremental borrowing rate include its implied credit rating and an estimate of secured borrowing rates based on comparable market data.

At June 30, 2025, the future minimum lease payments under these operating leases are as follows:

Fiscal Years Ending
December 31, 2025⁽¹⁾		2,412
December 31, 2026		4,528
December 31, 2027		3,746
December 31, 2028		3,860
December 31, 2029		3,614
Thereafter		16,046
Total lease payments		34,206
Less imputed interest		9,486
Total operating lease liabilities	$	24,720

⁽¹⁾

Represents scheduled payments for the remaining six-month period ending December 31, 2025.

Lease cost	Classification	2025		2024		2025		2024
		For The Three Months Ended June 30,				For The Six Months Ended June 30,
Lease cost	Classification	2025		2024		2025		2024
Operating lease cost	Cost of goods sold	$	610	$	341	$	1,237	$	691
Operating lease cost	Research and development		37		130		77		153
Operating lease cost	General and administration		724		762		1,541		1,032
Operating lease cost	Selling and marketing		13		11		26		23
Total lease cost		$	1,384	$	1,244	$	2,881	$	1,899

All lease costs included in the schedule above are fixed.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 5 - Commitments and Contingencies (continued)

Financing Leases

The Company entered into finance lease agreements for equipment to support the Company’s operations. Payments under the finance lease agreements are fixed for a term of 3-5 years. The leased assets are recognized in property plant & equipment.

The following table presents the breakout of the financing leases as of:

	June 30, 2025			December 31, 2024
Finance lease right-of-use assets	$	103		$	121
Short-term finance lease liabilities		48			47
Long-term finance lease liabilities		39			63
Total finance lease liabilities	$	87		$	110
Weighted average remaining lease term		2.41 years			2.78 years
Weighted average discount rate		5.2	%		5.2	%

Assumptions used in determining the Company’s incremental borrowing rate include its implied credit rating and an estimate of secured borrowing rates based on comparable market data.

At June 30, 2025, the future minimum lease payments under these financing leases are as follows:

Fiscal Years Ending
December 31, 2025⁽¹⁾		26
December 31, 2026		37
December 31, 2027		18
December 31, 2028		9
December 31, 2029		2
Total lease payments		92
Less imputed interest		5
Total financing lease liabilities	$	87

⁽¹⁾

Represents scheduled payments for the remaining six-month period ending December 31, 2025.

Other Contingencies

In March 2025, the Company agreed to pay LithiumHub a total of $2.5 million, of which $0.6 million is payable in 2025 and approximately $1.9 million is payable in 2026, in exchange for a non-exclusive license in LithiumHub Technologies, LLC’s patent rights related to the Patents-in-Suit. In accordance with the Settlement Agreement, the Company and LithiumHub terminated the ongoing patent litigation between them. The Settlement Agreement includes no admission of infringement by the Company. As of June 30, 2025, the balance of the accrued settlement liability is $2.3 million, of which $1.4 million is classified as current and $0.9 million as non-current.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

License Agreement

6 Months Ended

Jun. 30, 2025

License Agreement

License Agreement

Note 7 - License Agreement

On July 29, 2024, Legacy Dragonfly and Battle Born LLC, a wholly-owned subsidiary of Legacy Dragonfly, entered into the License Agreement with Stryten. Under the terms of the License Agreement, Battle Born LLC granted Stryten an exclusive, worldwide license to use certain trademarks associated with the Company’s lithium-ion battery brand, Battle Born Batteries®, for business-to-business battery sales in specified markets. In exchange, Stryten paid an initial licensing fee of $5,000 and will make additional mid-single digit royalty payments to be paid based on net sales to be paid quarterly utilizing the licensed trademarks, with total royalties capped at $25,000. Once the cap is reached, Stryten will be required to pay a nominal annual license fee. The License Agreement is perpetual unless terminated in accordance with its terms. Concurrently, the Company transferred all intellectual property rights related to the licensed trademarks to Battle Born LLC and retained a worldwide license outside of Stryten’s designated markets. The $5,000 initial licensing fee is being recognized as revenue on a straight-line basis over five years. For the three months and six ended June 30, 2025, the Company has recorded $250 and $500 in revenue related to the amortization of the License Agreement and no royalty payments have been received or earned. As of June 30, 2025, the Company has recorded $1,000 in short term deferred revenue and $3,083 in long-term deferred revenue related to the license agreement. As of December 31, 2024, the Company has recorded $1,000 in short term deferred revenue and $3,583 in long-term deferred revenue related to the license agreement.

Warrants (Tables)

6 Months Ended

Jun. 30, 2025

Warrants

SCHEDULE OF UNDERWRITER WARRANTS

Underwriters’ Warrants:

	Common Stock Warrants
Underwriters’ Warrants Outstanding, January 1, 2025		63,362
Underwriters’ Warrants Outstanding, Beginning		63,362
Underwriters’ Warrants issued		-
Underwriters’ Warrants Outstanding, June 30, 2025		63,362
Underwriters’ Warrants Outstanding, Ending		63,362

SCHEDULE OF PENNY WARRANTS

	May 2024 penny warrants			June 2024 penny warrants			September 2024 penny warrants			December 2024 penny warrants			February 2025 penny warrants
Stock price	$	10.71		$	7.65		$	4.77		$	2.78		$	2.12
Strike price	$	0.09		$	0.09		$	0.09		$	0.01		$	0.01
Term		10 years			10 years			10 years			10 years			10 years
Volatility		88	%		91	%		90	%		90	%		90	%
Risk-free rate		4.5	%		4.4	%		3.8	%		4.6	%		4.3	%

SCHEDULE FAIR VALUE WARRANTS

The following table provides the significant inputs to the Black-Scholes method for the fair value of the Penny Warrants:

	As of June 30, 2025			As of December 31, 2024
Common stock price	$	0.16		$	2.78
Exercise price	$	0.09		$	0.09
Dividend yield		0	%		0	%
Term		7.27			7.77
Volatility		116.00	%		94.00	%
Risk-free rate		4.0	%		4.5	%
Fair value	$	0.15		$	2.74

The following table provides the significant inputs to the Black-Scholes method for the fair value of the Investor Warrants issued in the June 2023 Offering:

	As of June 30, 2025			As of December 31, 2024
Common stock price	$	0.16		$	2.78
Exercise price	$	18.00		$	18.00
Dividend yield		0	%		0	%
Term		2.98			3.47
Volatility		155	%		105	%
Risk-free rate		3.7	%		4.3	%
Fair value	$	0.04		$	1.01

SCHEDULE OF ROLL FORWARD IN WARRANTS

The following table presents a roll-forward of the Company’s warrants from January 1, 2025 to June 30, 2025 and January 1, 2024 to June 30, 2024:

	Private Warrants		Public Warrants		Term Loan Warrants		Investor Warrants
Warrants Outstanding, January 1, 2025		166,821		1,046,948		1,412,147		1,236,878
Exercise of warrants		-		-		-		-
Warrants issued		-		-		330,000		-
Warrants Outstanding, June 30, 2025		166,821		1,046,948		1,742,147		1,236,878

Warrants Outstanding, January 1, 2024		166,821		1,046,948		209,391		1,236,878
Warrants Outstanding, Beginning		166,821		1,046,948		209,391		1,236,878
Exercise of warrants		-		-		-		-
Warrants issued		-		-		517,519		-
Warrants Outstanding, June 30, 2024		166,821		1,046,948		726,910		1,236,878
Warrants Outstanding, Ending		166,821		1,046,948		726,910		1,236,878

SCHEDULE OF ROLL FORWARD IN CONVERTIBLE PREFERRED WARRANTS

The following table presents a roll-forward of the Company’s Private Placement Convertible Preferred Warrants from January 1, 2025 to June 30, 2025:

	Number of Warrants			Preferred Shares Underlying Warrants			Common Shares Underlying (at $1.00 floor)
Warrants Outstanding, January 1, 2025		-			-			-
Exercise of warrants		-			-			-
Warrants issued		20			4,000			48,000,000
Warrants Outstanding, March 31, 2025		20			4,000			48,000,000
Exercise of warrants		-			-			-
Warrants issued		-			-			-
Cancellation of warrants		(20	)		(4,000	)		(48,000,000	)
Warrants Outstanding, June 30, 2025		-			-			-

Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 20, 2023	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Jun. 23, 2025	Feb. 28, 2025	Feb. 26, 2025	Sep. 30, 2024	Jun. 28, 2024	May 13, 2024	Dec. 31, 2023
Proceeds from exercise of public warrants
Warrants outstanding		4,256,156	3,240,917	4,256,156	3,240,917
Shares issued		217,840		217,840
Series A Preferred Stock [Member]
Warrant issued							4,000	4,000
Warrants exercise price		$ 10,000		$ 10,000
Warrants outstanding		4,000		4,000
Share price							$ 10,000	$ 10,000
Over-Allotment Option [Member]
Options to purchase shares	166,667
Over-Allotment Option [Member] \| Underwriters [Member]
Options to purchase shares	156,112
Underwriters Warrants [Member]
Warrant issued	63,362
Maturity date	Jun. 20, 2028
Warrants exercise price	$ 22.50
Warrant excersie price, rate	125.00%
Investor Warrants [Member]
Warrant issued	1,111,111
Share issued, price share	$ 18.00
Warrants outstanding		1,236,878	1,236,878	1,236,878	1,236,878	1,236,878							1,236,878
Share price		$ 0.16		$ 0.16		$ 2.78
Investor Warrants [Member] \| Underwriters [Member]
Warrant issued	156,112
Investor Warrants [Member] \| Over-Allotment Option [Member]
Warrant issued	166,667
Common Stock [Member] \| Series A Preferred Stock [Member]
Shares issued		217,840		217,840
Public Warrants [Member]
Warrants issued shares				1,046,948		1,046,948
Warrants outstanding shares		1,046,948		1,046,948		1,046,948
Private Placement Warrants [Member]
Warrants outstanding		166,821		166,821		166,821
May 2024 Penny Warrants [Member]
Share price		$ 10.71		$ 10.71
May 2024 Penny Warrants [Member] \| Common Stock [Member]
Warrant issued												283,334
Warrants exercise price												$ 0.09
Warrants and Rights Outstanding, Term												10 years
June 2024 Penny Warrants [Member]
Share price		7.65		7.65
June 2024 Penny Warrants [Member] \| Common Stock [Member]
Warrant issued											233,334
Warrants exercise price											$ 0.09
Warrants and Rights Outstanding, Term											10 years
September 2024 Penny Warrants [Member]
Share price		4.77		4.77
September 2024 Penny Warrants [Member] \| Common Stock [Member]
Warrant issued										333,334
Warrants exercise price										$ 0.09
Warrants and Rights Outstanding, Term										10 years
December 2024 Penny Warrants [Member]
Share price		2.78		2.78
December 2024 Penny Warrants [Member] \| Common Stock [Member]
Warrant issued						350,000
Warrants exercise price						$ 0.01
Original Penny Warrants [Member] \| Common Stock [Member]
Warrant issued						2,754
February 2025 Penny Warrants [Member]
Share price		$ 2.12		$ 2.12
February 2025 Penny Warrants [Member] \| Common Stock [Member]
Warrant issued									330,000
Warrants exercise price									$ 0.01
Warrants and Rights Outstanding, Term									10 years
Private Placement Convertible Preferred Warrants [Member]
Warrant issued								200
Warrants exercise price								$ 10,000
Shares issued								20
Fair value of derivative liability								$ 120

SCHEDULE OF UNDERWRITER WARRANTS (Details) - shares	6 Months Ended
SCHEDULE OF UNDERWRITER WARRANTS (Details) - shares	Jun. 30, 2025	Jun. 30, 2024
Underwriters’ Warrants Outstanding, Ending	4,256,156	3,240,917
Underwriters Warrants [Member]
Underwriters’ Warrants Outstanding, Beginning	63,362,000
Underwriters’ Warrants issued
Underwriters’ Warrants Outstanding, Ending	63,362,000

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

A summary of the Company’s option activity and related information follows:

	Number of Options			Weighted-Average Exercise Price		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Life (in years)		Aggregate intrinsic value

Balances, January 1, 2025		168,809		$	25.97	$	25.97		6.50	$	-
Options granted		-			-		-		-		-
Options forfeited		(2,262	)		34.79		34.79		-		-
Options expired		(8,300	)		30.79		30.79		-		-
Options exercised		-			-		-		-		-
Balances, June 30, 2025		158,247		$	25.59	$	25.59		6.23	$	-

At June 30, 2025
Vested and Exercisable		150,052			24.90				6.19	$	-
Vested and expected to vest		158,247			25.59				6.23	$	-

During the six months ended June 30, 2025, the Company did not issue any stock options.

Share-based compensation expense for options and restricted stock units (“RSUs”) totaling $410 and $503 was recognized in the Company’s consolidated statements of operations for the six months ended June 30, 2025 and 2024, respectively. Share-based compensation expense for options and RSUs totaling $190 and $237 was recognized in the Company’s consolidated statements of operations for the three months ended June 30, 2025 and 2024, respectively.

Of the $410 of share-based compensation incurred during the six months ended June 30, 2025, $35 is allocated to cost of goods sold, $26 to research and development, $124 to selling and marketing, and $225 to general and administrative expenses. Of the $503 of share-based compensation incurred during the six months ended June 30, 2024, $60 is allocated to cost of goods sold, $101 to research and development, $127 to selling and marketing, and $215 to general and administrative expenses.

Of the $190 of share-based compensation incurred during the three months ended June 30, 2025, $17 is allocated to cost of goods sold, $12 to research and development, $63 to selling and marketing, and $98 to general and administrative expenses. Of the $237 of share-based compensation incurred during the three months ended June 30, 2024, $28 is allocated to cost of goods sold, $36 to research and development, $67 to selling and marketing, and $106 to general and administrative expenses.

Restricted Stock Units

On February 5, 2024, the Company granted 24,447 RSUs of which 11,111 vested immediately. The fair value of the 24,447 RSUs was $95 and an expense of $5 and $48 was recorded as compensation expense during the six months ended June 30, 2025 and 2024, respectively.

On April 12, 2024, the Company issued a total of 92,923 RSUs to the following employees: (i) 63,045 RSUs to the Chief Executive Officer; (ii) 20,165 RSUs to the Chief Revenue Officer; and (iii) 9,712 RSUs to the 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. The fair value of the 92,923 RSUs was $376 and an expense of $62 and $71 was recorded during the six months ended June 30, 2025 and 2024, respectively.

On April 12, 2024, the board of directors authorized the issuance of 24,692 RSUs to each director 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 with the Company on each vesting date. The fair value of the 148,152 RSUs issued to directors in total was $600 and an expense of $77 and $44 was recorded during the six months ended June 30, 2025 and 2024, respectively.

On June 24, 2024, the Company granted 2,417 RSUs. The fair value of the 2,417 RSUs was $19 and an expense of $2 and $1 was recorded as compensation expense during the six months ended June 30, 2025 and 2024, respectively.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - Stock-Based Compensation (continued)

Restricted Stock Units (Continued)

On April 1, 2025 and May 19, 2025, the Company granted 3,778 and 889 RSUs, respectively. The fair value of the RSUs was $4 and no expense was recorded as compensation expense during the six months ended June 30, 2025 and 2024, respectively.

The following table presents the restricted stock units activity for the six months ended June 30, 2025 and 2024:

	Number of Shares			Weighted-Average Fair Market Value

Unvested shares, January 1, 2025		334,751		$	4.54
Granted and unvested		4,667			0.87
Forfeited		(58,504	)		4.26
Vested		(85,036	)		4.19
Unvested shares, June 30, 2025		195,878		$	4.69

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

The following table presents the restricted stock units activity for the six months ended June 30, 2025 and 2024:

	Number of Shares			Weighted-Average Fair Market Value

Unvested shares, January 1, 2025		334,751		$	4.54
Granted and unvested		4,667			0.87
Forfeited		(58,504	)		4.26
Vested		(85,036	)		4.19
Unvested shares, June 30, 2025		195,878		$	4.69

Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member] Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Series A Preferred Stock [Member]	Total
Balance at Dec. 31, 2023		$ 1	$ 69,450	$ (41,539)		$ 27,912
Balance, shares at Dec. 31, 2023		6,695,587
Net loss				(10,367)		(10,367)
Stock compensation expense			266			266
Balance at Mar. 31, 2024		$ 1	69,716	(51,906)		17,811
Balance, shares at Mar. 31, 2024		6,695,587
Balance at Dec. 31, 2023		$ 1	69,450	(41,539)		27,912
Balance, shares at Dec. 31, 2023		6,695,587
Net loss						(23,994)
Balance at Jun. 30, 2024		$ 1	70,798	(65,533)		5,266
Balance, shares at Jun. 30, 2024		6,818,626
Balance at Mar. 31, 2024		$ 1	69,716	(51,906)		17,811
Balance, shares at Mar. 31, 2024		6,695,587
Net loss				(13,627)		(13,627)
Common stock issued in public offering (ATM), net of costs			730			730
Common stock issued in public offering (ATM), net of costs, shares		94,496
Shares issued for vested restricted stock units
Shares issued for vested restricted stock units, shares		423
Stock compensation expense			237			237
Share issuance under ESPP			112			112
Share issuance under ESPP, shares		27,197
Share cancellation
Share cancellation, shares		(49)
Exercise of stock options			3			3
Share cancellation, shares		972
Balance at Jun. 30, 2024		$ 1	70,798	(65,533)		5,266
Balance, shares at Jun. 30, 2024		6,818,626
Balance at Dec. 31, 2024		$ 1	72,749	(82,154)		(9,404)
Balance, shares at Dec. 31, 2024		7,232,650
Net loss				(6,797)		(6,797)
Common stock issued in public offering (ATM), net of costs			63			63
Common stock issued in public offering (ATM), net of costs, shares		23,160
Redeemable preferred stock issued, net	$ 3,180
Redeemable preferred stock issued, net, shares	350
Shares issued for vested restricted stock units
Shares issued for vested restricted stock units, shares		21,945
Conversion of preferred stock to common stock	$ (273)		273			273
Conversion of preferred stock to common stock, shares	(30)	311,887
Stock compensation expense			220			220
Balance at Mar. 31, 2025	$ 2,907	$ 1	73,305	(88,951)		(15,645)
Balance, shares at Mar. 31, 2025	320	7,589,642
Balance at Dec. 31, 2024		$ 1	72,749	(82,154)		(9,404)
Balance, shares at Dec. 31, 2024		7,232,650
Net loss						$ (13,831)
Common stock issued in public offering (ATM), net of costs, shares					1,450,489
Share cancellation, shares
Balance at Jun. 30, 2025	$ 1,245	$ 4	79,377	(95,985)		$ (16,604)
Balance, shares at Jun. 30, 2025	136	37,426,379
Balance at Mar. 31, 2025	$ 2,907	$ 1	73,305	(88,951)		(15,645)
Balance, shares at Mar. 31, 2025	320	7,589,642
Net loss				(7,034)		(7,034)
Redeemable preferred stock issued, net	$ 4,150
Redeemable preferred stock issued, net, shares	450
Shares issued for vested restricted stock units
Shares issued for vested restricted stock units, shares		64,343
Conversion of preferred stock to common stock	$ (5,812)	$ 3	5,809			5,812
Conversion of preferred stock to common stock, shares	(634)	29,684,888
Stock compensation expense			190			190
Share issuance under ESPP			73			73
Share issuance under ESPP, shares		87,506
Balance at Jun. 30, 2025	$ 1,245	$ 4	$ 79,377	$ (95,985)		$ (16,604)
Balance, shares at Jun. 30, 2025	136	37,426,379

License Agreement (Details Narrative) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jul. 29, 2024

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Dec. 31, 2024

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Long term deferred revenue

$ 16,248

^[1]

$ 13,208

$ 29,604

^[2]

$ 25,713

3,083

$ 3,583

License Fee Revenue [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

License Agreement [Member]

250

500

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Licensing fee

$ 5,000

Payment of quarterly license fee

$ 25,000

Initial licensing fee recognized revenue description

straight-line basis over five years

Short term deferred revenue

250

500

1,000

Long term deferred revenue

3,083

$ 3,583

License Agreement [Member] | License Fee Revenue [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

$ 250

$ 500

[1]	Licensing Revenue which is not considered a segment as it is currently immaterial
[2]	Licensing Revenue which is not considered a segment as it is currently immaterial

Long Term Debt

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

Long Term Debt

Note 6 - Long Term Debt

Term Loan Agreement

As of June 30, 2025, the Company had an outstanding term loan under a Term Loan, Guarantee and Security Agreement (the “Term Loan Agreement”), dated October 7, 2022, with EICF Agent LLC, as agent, and certain lenders. The Term Loan matures on October 7, 2027 and amortizes at a rate of 5% per annum beginning in October 2024.

Prior to any amendments, the Term Loan accrues interest based on the Company’s senior leverage ratio. From inception through September 30, 2024, interest accrued at a per annum rate equal to adjusted SOFR (subject to a floor of 1.0%) plus 7.0% payable in cash, plus an additional 4.5% to 6.5% payable in kind (“PIK”), depending on the Company’s senior leverage ratio. Effective April 1, 2024, interest payable to lenders subject to the regulations of the U.S. Small Business Administration (with $30,846 of principal outstanding as of that date) is limited to 14.0% per annum, excluding default interest permitted under applicable SBA regulations. From October 1, 2024 through March 31, 2025, interest on the non-SBA regulated portion continued to accrue at adjusted SOFR plus 7.0% payable in cash, and 4.5% to 6.5% payable in kind. Beginning April 1, 2025, interest on all outstanding balances will be payable entirely in cash, at a rate equal to adjusted SOFR plus a margin ranging from 11.5% to 13.5%, depending on the Company’s senior leverage ratio.

During the six months ended June 30, 2025 and 2024, the Company recognized interest expense of $7,307 and $7,022, respectively. During the three months ended June 30, 2025 and 2024, the Company recognized interest expense of $3,728 and $3,321, respectively. Amortization of the debt issuance costs amounted to $2,784 and $2,428, respectively, during the six months ended June 30, 2025 and 2024. Amortization of the debt issuance costs amounted to $1,689 and $1,534, respectively, during the three months ended June 30, 2025 and 2024. As of December 31, 2024, the carrying value was $29,646, consisting of $69,974 in principal, plus $15,938 in capitalized PIK interest, net of $56,266 in unamortized debt discount.

The obligations under the Term Loan Agreement are secured by a first-priority lien on substantially all of the Company’s assets, including certain mortgaged properties.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 6 - Long Term Debt (continued)

Financial Covenants

The Company is subject to restrictive financial covenants pertaining to Maximum Senior Leverage Ratio, Liquidity, Fixed Charge Coverage Ratio, and Capital Expenditures as defined in the Term Loan Agreement. As of December 31, 2024, the Company was not in compliance with its financial covenants pertaining to the fixed charge coverage ratio, liquidity, and the maximum senior leverage ratio. On March 31, 2024, April 29, 2024, May 30, 2024, June 28, 2024, July 31, 2024, August 30, 2024, September 30, 2024, October 31, 2024, November 30, 2024 and December 31, 2024 the Company obtained waivers from the Term Loan Lenders and administrative agent in regards to its failure to satisfy the liquidity requirement under the Term Loan for the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024 and the fiscal months ended April 30, 2024, May 31, 2024, July 31, 2024, August 31, 2024, October 31, 2024 and November 30, 2024, as applicable.

In February 2025, in connection with the Purchase Agreement, the Company entered into the Fifth Amendment to the Term Loan. This amendment extended the loan’s maturity date by one year to October 2027 and deferred all principal and interest payments until April 2026. Additionally, the amendment postponed certain covenant requirements, significantly reducing the likelihood of a breach and the lender’s ability to accelerate repayment based on prior noncompliance, thereby allowing the Company to reclassify the debt as long-term as of December 31, 2024.

At June 30, 2025 the future debt maturities are as follows:

For Year Ended December 31,
2025		-
2026		2,813
2027		98,429
Total debt		101,242
Less: Estimated interest paid-in-kind		(8,023	)
Total debt		93,219
Less: Unamortized debt discount costs		(54,179	)
Total carrying amount		39,040
Less: Current portion of debt		(393	)
Total long-term debt	$	38,647

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Share-Based Payment Arrangement [Abstract]

Supplier Agreement

6 Months Ended

Jun. 30, 2025

Payables and Accruals [Abstract]

Supplier Agreement

Note 13 - Supplier Agreement

On May 9, 2023, Ioneer Rhyolite Ridge LLC, or the seller, an emerging lithium-boron producer, and the Company announced a commercial offtake agreement partnership whereby the seller is developing the Rhyolite Ridge Project which, once completed, is expected to produce 20 ktpa of lithium carbonate, and 174 ktpa of boic acid (the “project”). Beginning on the Supply Start Date which is the date the seller notifies the Company that the project is fully completed and commissioned in accordance with the engineering, procurement and construction contract, and for the duration of the supply period, the Company shall purchase and receive product from seller, on the terms and conditions of the agreement. The agreement calls for a minimum annual purchase requirement. The agreement becomes effective when the seller has informed the Company that the seller has made a positive financial investment decision in respect of the project.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Stock-Based Compensation

6 Months Ended

Jun. 30, 2025

Stock-Based Compensation

Note 12 - Stock-Based Compensation

The Company maintains the Dragonfly Energy Holdings Corp. Employee Stock Purchase Plan (the “ESPP”) which is designed to allow eligible employees and the eligible employees of the Company’s participating subsidiaries to purchase shares of the Company’s common stock, at semi-annual intervals, with their accumulated payroll deductions. A total of 273,822 shares of the Company’s common stock were initially available for issuance under the ESPP. The share limit will automatically increase on the first trading day in January of each year by an amount equal to lesser of (1) 1% of the total number of outstanding shares of the Company’s common stock on December 31 in the prior year, (2) 166,667 shares, or (3) such number as determined by the Company’s board of directors.

A summary of the Company’s option activity and related information follows:

	Number of Options			Weighted-Average Exercise Price		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Life (in years)		Aggregate intrinsic value

Balances, January 1, 2025		168,809		$	25.97	$	25.97		6.50	$	-
Options granted		-			-		-		-		-
Options forfeited		(2,262	)		34.79		34.79		-		-
Options expired		(8,300	)		30.79		30.79		-		-
Options exercised		-			-		-		-		-
Balances, June 30, 2025		158,247		$	25.59	$	25.59		6.23	$	-

At June 30, 2025
Vested and Exercisable		150,052			24.90				6.19	$	-
Vested and expected to vest		158,247			25.59				6.23	$	-

During the six months ended June 30, 2025, the Company did not issue any stock options.

Restricted Stock Units

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - Stock-Based Compensation (continued)

Restricted Stock Units (Continued)

The following table presents the restricted stock units activity for the six months ended June 30, 2025 and 2024:

	Number of Shares			Weighted-Average Fair Market Value

Unvested shares, January 1, 2025		334,751		$	4.54
Granted and unvested		4,667			0.87
Forfeited		(58,504	)		4.26
Vested		(85,036	)		4.19
Unvested shares, June 30, 2025		195,878		$	4.69

As of June 30, 2025 and 2024 there were 1,189,254 and 995,237 shares, respectively, of unissued authorized and available for future awards under the 2022 Equity Incentive Plan and Employee Stock Purchase Plan.

Employee Stock Purchase Plan

The Company maintains the Dragonfly Energy Corporation, Inc. Employee Stock Purchase Plan (“ESPP”) which permits eligible employees to purchase shares at not less than 85% of the market value of the Company’s common stock on the offering date or the purchase date of the applicable offering period, whichever is lower. The plan was adopted by the Company’s Board of Directors on May 13, 2022.

On April 24, 2024, the Company issued 27,197 shares of common stock in connection with the ESPP for a total consideration of approximately $112. The ESPP allows employees to purchase shares at a 15% discount to the lesser of the stock price at the beginning or the end of the offering period, which was October 1, 2023, and April 1, 2024, respectively. The discount resulted in an exercise price of $4.14 per share.

During the six months ended June 30, 2025, the Company issued 87,506 common shares in connection with teh ESPP for a total consideration of approximately $73. The ESPP allows employees to purchase shares at a 15% discount to the lesser of the stock price at the beginning or the end of the offering period, which was October 1, 2024, and April 1, 2025, respectively. The discount resulted in an exercise price of $0.83 per share.

Long Term Debt (Details Narrative) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended			9 Months Ended	12 Months Ended
Long Term Debt (Details Narrative) - USD ($) $ in Thousands	Oct. 07, 2022	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2024	Apr. 01, 2024
Debt Instrument [Line Items]
Loan amount									$ 30,846
Debt instrument interest rate									14.00%
Long term debt		$ 93,219		$ 93,219
Paid in kind interest				7,306		$ 4,582
Term Loan Agreement [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Loan amount								$ 69,974
Interest expense		3,728	$ 3,321	7,307		7,022
Amortization of debt issuance costs		$ 1,689	$ 1,534	$ 2,784		$ 2,428
Long term debt								29,646
Paid in kind interest								15,938
Unamortized debt discount								$ 56,266
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, amortization percentage	5.00%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash					7.00%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash					11.50%
Variable rate, payable in kind					4.50%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash					13.50%
Variable rate, payable in kind					6.50%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| After April 1, 2023 Until October 1, 2024 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash							7.00%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| After April 1, 2023 Until October 1, 2024 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Variable rate, payable in kind							4.50%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| After April 1, 2023 Until October 1, 2024 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Variable rate, payable in kind							6.50%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2025
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Redeemable Convertible Preferred Stock (Details Narrative) - USD ($)

1 Months Ended

2 Months Ended

3 Months Ended

6 Months Ended

Jul. 31, 2025

Jul. 20, 2025

Apr. 28, 2025

Feb. 28, 2025

Jun. 30, 2025

Mar. 31, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 23, 2025

Dec. 31, 2024

Preferred stock shares outstanding

$ 0.0001

Sale of stock shares

3,198,113

Net proceeds

$ 3,200,000

Shares issued

217,840

Floor conversion price

$ 0.424

conversion price

$ 0.144

Sale of stock percentage

90.00%

Subsequent Event [Member]

Private Placement Convertible Preferred Warrants [Member]

Shares issued

2,100,000

Warrant issued

Sale of stock shares

Common Stock [Member]

Common Stock [Member] | Subsequent Event [Member]

2,100,000

23,160

94,496

Shares converted

29,996,775

Shares converted, value

$ 6,085,000

21,980,000

170

1,450,489

Common stock, conversion price

$ 10,000

Share price

$ 10,000

$ 2.332

Warrant issued

4,000

Floor price

0.424

1.00

Sale of stock shares

350

9,407,670

Preferred stock shares authorized

5,000

Percentage of preferred stock entitled to annual dividends

8.00%

Percentage of volume weighted average price

90.00%

Percentage of conversion amount plus

120.00%

Preferred stock, description

i) for Series A Preferred Stocks issued in the Registered Direct Offering and at the initial closing of the Private Placement, the Conversion Price is fixed at $2.332 per share (the “Initial Conversion Price”); (ii) for Series A Preferred Stocks issued at the Second Closing or upon the exercise of a Private Placement Warrant (excluding cases under points (iii) and (iv) below), the Conversion Price is the lower of (x) the Initial Conversion Price and (y) 110% of the last closing trade price on the trading day before the Second Closing, relevant Funding Date, or Exercise Date (as defined in each Private Placement Warrant); (iii) if a Series A Preferred Stock is issued upon warrant exercise when certain equity conditions are not met, the Conversion Price is the lower of (A) $3.50 and (B) 110% of the closing price on the trading day before delivery of the Exercise or Call Notice; And (iv) if warrants are exercised after the Registration Effectiveness Date (as defined in the Certificate of Designation) and the common stock has traded above $10.00 for 20 consecutive trading days, and equity conditions are not met, the Conversion Price will be 110% of the closing price on the trading day before the Exercise or Call Notice.

Precentage of outstanding shares

19.99%

Shares converted

Preferred stock shares outstanding

133

2,317,840

^[1]

2,317,840

^[1]

Preferred stock stated value

$ 1,325,000

$ 1,356,000

Fee amount

$ 1,245

Series A Preferred Stock [Member] | Private Placement [Member]

Series A Preferred Stock [Member] | Maximum [Member]

Sale of stock, par value

$ 0.424

Percentage of preferred stock entitled to annual dividends

18.00%

Series A Preferred Stock [Member] | Purchase Agreement [Member]

Common stock, conversion price

$ 0.594

Floor price

0.10902

Sale of stock, par value

$ 10,000

Series A Preferred Stock [Member] | Common Stock [Member]

Series A Preferred Stock [Member] | Preferred Stock [Member]

$ 31

Shares converted

664

Shares issued

217,840

Preferred stock shares outstanding

136

Investor [Member] | Series A Convertible Preferred Stock [Member]

180

Common stock, conversion price

$ 0.0001

Share price

10,000

$ 2.332

Investor [Member] | Series A Preferred Stock [Member]

450

[1]	See Note 10 for further information.

Common Stock (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Common Stock (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued, value	$ 63	$ 730
Purchase Agreement [Member] \| Chardan Capital Markets LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregated purchase price			$ 150,000
Common stock issued in public offering (ATM), net of costs, shares			23,160	94,496
Number of shares issued, value			$ 63	$ 737

Principles of consolidation

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and present the consolidated financial statements of the Company and its wholly owned subsidiary, Dragonfly Energy Corp. All significant intercompany transactions and balances are eliminated in consolidation.

Basis of presentation

Basis of presentation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These condensed consolidated financial statements should be read along with the Annual Report on Form 10-K filed with the SEC on March 31, 2025 of the Company for the annual period ended December 31, 2024. The consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated financial statements as of and for the year then ended.

Going Concern

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Going Concern (Continued)

During the six months ended June 30, 2025 and 2024, the Company incurred losses from operations and had negative cash flow from operations. As of June 30, 2025, the Company had $2,733 in cash and cash equivalents and a working capital of $8,391. The Company’s ability to achieve profitability and positive cash flow depends on its ability to increase revenue, contain its expenses and maintain compliance with the financial covenants in its outstanding indebtedness agreements.

In connection with the Company’s senior secured term loan facility in an aggregate principal amount of $75,000 (as amended, the “Term Loan”), the Company is obligated to comply with certain financial covenants, which include maintaining a maximum senior leverage ratio, minimum liquidity, a springing fixed charge coverage ratio, and maximum capital expenditures (See Note 6). Between March 2024 and February 2025, the Company obtained multiple waivers from the Term Loan administrative agent and lenders, or the Term Loan Lenders, for noncompliance with the liquidity requirements under the Term Loan. As of February 2025, all financial covenants were removed through June 2026, except for the requirement to maintain cash and cash equivalents equal to or greater than $2,500 on a monthly basis.

On February 26, 2025, the Company entered into a Securities Purchase agreement (“Purchase Agreement”). The Purchase Agreement calls for the Company to authorize a new series of convertible preferred stock of the Company designated as the Series A Convertible Preferred Stock, which shall be convertible into shares of the Company’s common stock, and sell to each Buyer an aggregate number of shares of Series A Preferred Stock and 20 warrants, to each buyer, that are convertible to common stock.

During the six months ended June 30, 2025, we received proceeds of $8,000 less $670 in costs, which the Company has been using for working capital and general corporate purposes. In addition, investors received warrants to purchase up to 4,000 shares of Series A Preferred Stock at $10,000 per share, potentially providing up to $40 million in future capital. Such warrants were cancelled on June 23, 2025 and are no longer outstanding.

Subsequent to June 30, 2025, on July 31, 2025, the Company received proceeds of $5,495 less $460 in costs, which the Company will use for working capital and other general corporate purposes, including the repayment of indebtedness in the ordinary course. Investors received an aggregate of 21,980,000 shares of common stock.

In addition to the Purchase Agreement, the Term Loan was amended to (i) extend the maturity date by one (1) year to October 2027, (ii) defer all principal and interest payments to April 2026 and (iii) remove any applicable financial covenants (except for a financial covenant requiring the Company to maintain cash and cash equivalents equal to or greater than $2,500) through June 30, 2026.

As presented above, strategic initiatives were executed in order to alleviate the substantial doubt, such as the Company’s ability to raise funds through the Purchase Agreement, the maturity extension of the Term Loan, and the absence of any covenants, other than a $2,500 minimum cash requirement, for at least one year from the financial statement issuance date. While these initiatives were enough support to move the Company’s debt to a long term classification, the initiatives were not enough support to completely alleviate the Company’s going concern. Due to no other concessions being made by the lenders in terms of future debt and interest due, except for extending payments into 2026 and the maturity date by one year, and due to the inherent uncertainty surrounding the realization of projected revenues from new markets, management concluded that there is significant doubt about the Company’s ability to continue as a going concern.

In addition, the Company may need to raise additional debt and/or equity financings to fund its operations, strategic plans, meet its financial covenants under the Term Loan and repay its outstanding indebtedness under the Term Loan. The Company has historically been able to raise additional capital through issuance of equity and/or debt financings and the Company intends to raise additional capital as needed. However, the Company cannot guarantee that it will be able to raise additional equity, contain expenses, or increase revenue, and comply with the financial covenants under the Term Loan. If the Company is unable to obtain additional funding to support its current or proposed activities and operations and its outstanding indebtedness, it may not be able to continue its operations as currently anticipated, which may require it to suspend or terminate any ongoing development activities, modify its business plan, curtail various aspects of its operations, cease operations, or seek relief under applicable bankruptcy laws. In such event, the Company’s stockholders may lose a substantial portion or even all of their investment

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term debt securities with a maturity of three months or less when purchased to be cash equivalents. As of June 30, 2025 and December 31, 2024, the Company held no Cash Equivalents.

From time to time the Company has amounts on deposit with financial institutions that exceed federally insured limits. The Company has not experienced any significant losses in such accounts.

Accounts Receivable

Accounts Receivable

The Company’s trade receivables are recorded when billed and represent claims against third parties that will be settled in cash. Generally, payment is due from customers within 30-90 days of the invoice date and the contracts do not have significant financing components. Trade accounts receivables are recorded gross and are net of any applicable allowance. The allowance for credit losses as of June 30, 2025 and December 31, 2024 were not material.

Inventory

Inventory

Inventories (Note 4), which consist of raw materials and finished goods, are stated at the lower of cost (first in, first out) or net realizable value, net of reserves for obsolete inventory. The Company continually analyzes its slow moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. The Company had a reserve of $300 and $188 as of June 30, 2025 and December 31, 2024, respectively.

Assets Held for Sale

Assets Held for Sale

Assets held for sale are valued at the lower of the carrying amount or the net realizable value estimated at June 30, 2025. Impairment to carrying amounts are recognized to non-operating expenses in the year ending December 31, 2024. The Assets held for sale, or the disposal group, consists of two research and development pieces of equipment that were not in use yet. Due to the nature of the disposal group being long-lived assets, the disposal group qualifies for the held for sale classification, as defined in ASC 360. Due to the Company shifting its focus from research and development efforts to product development, these assets would be put into service at an undeterminable time in the future and therefore, a search for a potential buyer was conducted. The sale was expected to be completed in the quarter ended June 30, 2025, but unforeseen circumstances forced the buyer to back out. Due to not being able to locate another buyer, the assets held for sale were reclassified as Property and Equipment as of June 30, 2025.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company utilizes the use of estimates in its calculations for the reserve for obsolete or slow moving inventory, going concern, right of use asset, warrant liability, equity based compensation, income taxes, leases and license arrangement.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Revenue Recognition

Revenue Recognition

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

Revenue is recognized when control of the promised goods is transferred to the customer or reseller, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue associated with products holding rights of return are recognized when the Company concludes there is not a risk of significant revenue reversal in the future periods for the expected consideration in the transaction. There are no material instances including discounts and refunds where variable consideration is constrained and not recorded at the initial time of sale. Generally, the Company’s revenue is recognized at a point in time for standard promised goods at the time of shipment when title and risk of loss pass to the customer.

The Company recognizes revenue from right-to-access license agreements upon the transfer of control to the customer. Upfront fees are deferred and recognized over the estimated period of benefit. Royalties are recognized as revenue when the customer’s underlying sales occur. The transaction price and timing of revenue recognition are adjusted as necessary to reflect changes in expectations.

The Company may receive payments at the onset of the contract before delivery of goods for customers in the retail channel. Payment terms for distributors and original equipment manufacturers (“OEMs”) are typically due within 30-90 days after shipment. In such instances, the Company records a customer deposit liability. The Company recognizes these contract liabilities as sales after the revenue criteria are met. As of June 30, 2025 and December 31, 2024, the contract liability related to the Company’s customer deposits were approximately $166 and $317, respectively.

The Company recognized $314 of the contract liability as of December 31, 2024 during the six months ended June 30, 2025. During the six months ended June 30, 2024, the Company recognized $153 of the contract liability that was recorded as a January 1, 2024 beginning balance.

On July 29, 2024, Dragonfly Energy Corp. (“Legacy Dragonfly”), a wholly-owned subsidiary of the Company, and Battle Born Battery Products, LLC (“Battle Born LLC”), a wholly-owned subsidiary of Legacy Dragonfly, entered into a License Agreement (the “License Agreement”) with Stryten Energy LLC (“Stryten”) (Note 7). The $5,000 initial licensing fee is being recognized as revenue on a straight-line basis over five 5 years. The Company has recorded $250 and $500 in revenue related to the license agreement for the three and six months ended June 30, 2025, respectively. As of June 30, 2025 and December 31, 2024, the contract liability related to the Company’s deferred revenue were approximately $4,083 and $4,583, respectively. As of June 30, 2025, the Company had $1,000 in short term deferred revenue and $3,083 in long-term deferred revenue related to the License Agreement.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Disaggregation of Revenue

Disaggregation of Revenue

The following table presents the Company’s disaggregated revenues by distribution channel:

Sales	2025		2024		2025		2024
	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
Sales	2025		2024		2025		2024
Direct to customer		5,948		6,534		10,963		11,737
Original equipment manufacture		10,050		6,674		18,141		13,976
License fee revenue		250		-		500		-
Total	$	16,248	$	13,208	$	29,604	$	25,713

Product Warranty

Product Warranty

The Company offers assurance type warranties from 5 to 10 years on its products. The Company estimates the costs associated with the warranty obligation using historical data of warranty claims and costs incurred to satisfy those claims. The Company estimates, based upon a review of historical warranty claim experience, the costs that may be incurred under its warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance type warranties and has determined that the estimated outstanding warranty obligation at June 30, 2025 and December 31, 2024 to be $695 and $514, respectively. The Company incurred warranty expense of $148 and $271 for the three and six months ended June 30, 2025, respectively, and incurred warranty expense of $99 and $301 for the three and six months ended June 30, 2024, respectively.

SCHEDULE OF WARRANTY OBLIGATION

	June 30,
	2025
Beginning warranty obligation		514
Provision of warranty expense		271
Settlement of warranty claims		(90	)
Ending warranty obligation	$	695

Concentrations

Concentrations

As of June 30, 2025, receivables from Customer A, Customer B, and Customer C comprised approximately 27%, 10%, and 10%, respectively, of accounts receivable. As of December 31, 2024, receivables from Customer A and B comprised approximately 15% and 21%, respectively, of accounts receivable. There are no other significant accounts receivable concentration.

For the six months ended June 30, 2025, sales from Customer A comprised approximately 26% of the Company’s total revenue. For the six months ended June 30, 2024, sales from Customer A comprised approximately 14% of the Company’s total revenue. For the three months ended June 30, 2025, sales from Customer A comprised approximately 32% of the Company’s total revenue. For the three months ended June 30, 2024, sales from Customer A comprised approximately 12% of the Company’s total revenue.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Concentrations (Continued)

As of June 30, 2025, payables to Vendor A, Vendor B, and Vendor C comprised approximately 28%, 20%, and 10%, respectively, of accounts payables. As of December 31, 2024, payables to Vendor A, Vendor C, and Vendor D comprised approximately 33%, 11%, and 12%, respectively, of accounts payables.

For the six months ended June 30, 2025, Vendor A accounted for approximately 16% of the Company’s total purchases. For the six months ended June 30, 2024, there were no purchase concentrations present. For the three months ended June 30, 2025, Vendor A and Vendor B accounted for approximately 11% and 14% of the Company’s total purchases. For the three months ended June 30, 2024, Vendor C accounted for approximately 15% of the Company’s total purchases.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock based compensation arrangements with employees and non-employee consultants using a fair value method which requires the recognition of compensation expense for costs related to all stock based payments, including stock options (Note 12). The fair value method requires the Company to estimate the fair value of stock based payment awards to employees and non-employees on the date of grant using an option pricing model. Stock based compensation costs are based on the fair value of the underlying option calculated using the Black Scholes option pricing model and recognized as expense on a straight line basis over the requisite service period, which is the vesting period. Restricted stock unit awards are valued based on the closing trading value of the Company’s common stock on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. The Company measures equity-based compensation awards granted to non-employees at fair value as the awards vest and recognizes the resulting value as compensation expense at each financial reporting period.

Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, expected dividend yield, expected term, risk free rate of return, and the estimated fair value of the underlying common stock. Due to the lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to the Company, including stage of product development and focus on the lithium ion battery industry. The Company uses the simplified method, which is the average of the final vesting tranche date and the contractual term, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The risk free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company accounts for forfeitures as they occur.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Income Taxes

Income Taxes

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss, credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates.

The Company recognizes a tax benefit for an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company had a liability of $55 and $55 as of June 30, 2025 and December 31, 2024, respectively, of uncertain tax positions.

The Company’s accounting policy is to include penalties and interest related to income taxes if any, in selling, general and administrative expenses. The Company regularly assesses the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Net Loss per Common Share

Net Loss per Common Share

Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss earnings per share is calculated using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock.

The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and warrants.

Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss, diluted net loss per share is generally the same as basic net loss per share since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive:

	2025		2024
	June 30,
	2025		2024
Warrants		4,256,156		3,240,917
Restricted stock units		195,878		11,778
Preferred Shares Conversion***		2,317,840		-
Options		158,247		212,091
Weighted average number of common shares-basic		6,928,121		3,464,786

***

See footnote 10 for further details.

Leases

Leases

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company’s control over the use of that identified asset. The Company elected, as allowed under FASB ASU 2016-02, Leases (“ASC 842”), to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets and current and non-current lease liabilities, as applicable.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Segment Reporting

Segment Reporting

Operating segments are identified (Note 14) as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Executive Officer to make decisions with respect to resource allocation and assessment of performance. Previously, the Company recognized one operating segment. Historically, the Company reported a single operating and reportable segment, as management evaluated the business on a consolidated basis. During the fourth quarter of 2024, the Company reassessed its internal reporting structure and how management monitors operations and makes decisions. As a result of this reassessment, the Company determined that it now manages its business through two distinct operating segments. This change was driven by the development of the Company’s operations and internal decision-making processes, including the introduction of separate performance metrics and discrete financial information for each segment.

Recently issued accounting pronouncements

Recently issued accounting pronouncements:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. The Company adopted ASU 2023-09 as of January 1, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires a public entity to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. It is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01 to clarify that all public entities, including non-calendar year-end entities, should adopt the disclosure requirements of ASU 2024-03. The Company is currently evaluating the impact.

SCHEDULE OF BREAKOUT OF OPERATING LEASES (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Operating lease right-of-use assets	$ 19,055	$ 19,737
Short-term operating lease liabilities	2,949	2,926
Long-term operating lease liabilities	21,771	22,588
Total operating lease liabilities	$ 24,720	$ 25,514
Weighted average remaining lease term	8 years 1 month 2 days	8 years 5 months 15 days
Weighted average discount rate	7.91%	7.86%

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Current Assets
Cash and cash equivalents	$ 2,733	$ 4,849
Accounts receivable, net of allowance for credit losses	3,569	2,416
Inventory	21,053	21,716
Prepaid expenses	846	806
Prepaid inventory	1,514	1,362
Prepaid income tax	311	307
Assets held for sale		644
Other current assets	761	825
Total Current Assets	30,787	32,925
Property and Equipment
Machinery and equipment	17,551	16,778
Office furniture and equipment	419	355
Leasehold improvements	8,990	9,103
Vehicle	33	33
Total	26,993	26,269
Less accumulated depreciation and amortization	(5,512)	(4,162)
Property and Equipment, Net	21,481	22,107
Operating lease right of use asset, net	19,055	19,737
Other assets	451	445
Total Assets	71,774	75,214
Current Liabilities
Accounts payable	9,858	10,716
Accrued payroll and other liabilities	4,278	4,129
Accrued tariffs	2,211	1,915
Accrued settlement, current portion	1,438	750
Customer deposits	166	317
Deferred revenue, current portion	1,000	1,000
Uncertain tax position liability	55	55
Notes payable, current portion, net of debt issuance costs	393
Operating lease liability, current portion	2,949	2,926
Financing lease liability, current portion	48	47
Total Current Liabilities	22,396	21,855
Long-Term Liabilities
Deferred revenue, net of current portion	3,083	3,583
Warrant liabilities	322	5,133
Accrued settlement, net of current portion	875	1,750
Notes payable, non current portion, net of debt issuance costs	38,647	29,646
Operating lease liability, net of current portion	21,771	22,588
Financing lease liability, net of current portion	39	63
Total Long-Term Liabilities	64,737	62,763
Total Liabilities	87,133	84,618
Commitments and Contingencies (See Note 5)
Redeemable Preferred Stock
Preferred stock - Series A, 5,000 shares at $0.0001 par value, authorized, 136 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	1,245
Stockholders’ (Deficit)
Preferred stock - Undesignated, 4,995,000 shares at $0.0001 par value, authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024
Common stock, 400,000,000 shares at $0.0001 par value, authorized, 37,426,379 and 7,232,650 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	4	1
Additional paid in capital	79,377	72,749
Accumulated deficit	(95,985)	(82,154)
Total Stockholders’ (Deficit)	(16,604)	(9,404)
Total Liabilities, Redeemable Preferred Stock and Stockholders’ (Deficit)	$ 71,774	$ 75,214

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - USD ($)				6 Months Ended	12 Months Ended
	Jun. 24, 2024	Apr. 12, 2024	Feb. 05, 2024	Jun. 30, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Balance at the beginning				168,809
Weighted- Average Exercise Price - Balances at the beginning				$ 25.97
Weighted- Average Grant Date Fair Value, Balances at the beginning				$ 25.97
Weighted- Average Remaining Contractual Life (in years)				6 years 2 months 23 days	6 years 6 months
Aggregate Intrinsic value Balances at the beginning
Number of Options, Balance at the beginning
Weighted- Average Exercise Price - Balances at the beginning
Weighted- Average Grant Date Fair Value, Balances at the beginning
Aggregate Intrinsic value Balances at the beginning
Number of Options, Balance at the beginning				(2,262)
Weighted- Average Exercise Price - Balances at the beginning				$ 34.79
Weighted- Average Grant Date Fair Value, Balances at the beginning				$ 34.79
Aggregate Intrinsic value Balances at the beginning
Number of Options, Balance at the beginning				(8,300)
Weighted- Average Exercise Price - Balances at the beginning				$ 30.79
Weighted- Average Grant Date Fair Value, Balances at the beginning				$ 30.79
Aggregate Intrinsic value Balances at the beginning
Number of Options, Balance at the beginning
Weighted- Average Exercise Price - Balances at the beginning
Weighted- Average Grant Date Fair Value, Balances at the beginning
Aggregate Intrinsic value Balances at the beginning
Number of Options, Balance at the beginning				158,247	168,809
Weighted- Average Exercise Price - Balances at the beginning				$ 25.59	$ 25.97
Weighted- Average Grant Date Fair Value, Balances at the beginning				$ 25.59	$ 25.97
Aggregate Intrinsic value Balances at the beginning
Number of Options, Balance at the beginning				150,052
Weighted- Average Exercise Price - Balances at the beginning				$ 24.90
Weighted- Average Remaining Contractual Life (in years), Vested and Exercisable				6 years 2 months 8 days
Aggregate Intrinsic value Balances at the beginning
Number of Options, Balance at the beginning				158,247
Weighted- Average Exercise Price - Balances at the beginning				$ 25.59
Weighted- Average Remaining Contractual Life (in years), Vested and expected to vest				6 years 2 months 23 days
Aggregate Intrinsic value Balances at the beginning
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Unvested shares beginning balance				334,751
Weighted-Average Fair Market Value, Unvested shares beginning balance				$ 4.54
Number of Shares, Granted and unvested	2,417	92,923	24,447	4,667
Weighted-Average Fair Market Value, Granted and unvested				$ 0.87
Number of Shares, Forfeited				(58,504)
Weighted-Average Fair Market Value, Forfeited				$ 4.26
Number of Shares, Vested			(11,111)	(85,036)
Weighted-Average Fair Market Value, Vested				$ 4.19
Number of Shares, Unvested shares ending balance				195,878	334,751
Weighted-Average Fair Market Value, Unvested shares ending balance				$ 4.69	$ 4.54

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands								3 Months Ended			6 Months Ended
	Jul. 20, 2025	May 19, 2025	Apr. 01, 2025	Jun. 24, 2024	Apr. 24, 2024	Apr. 12, 2024	Feb. 05, 2024	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Apr. 01, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of shares								1,189,254		995,237	1,189,254	995,237
Share based compensation								$ 190		$ 237	$ 410	$ 503
Fair value of restricted stock units											4
Consideration								$ 73		$ 112
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issued in public offering (ATM), net of costs, shares	2,100,000								23,160	94,496
Share issuance under ESPP								87,506		27,197
Consideration
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation											$ 62
Shares issued				2,417		92,923	24,447				4,667
Restricted stock units, vested							11,111				85,036
Restricted stock units, value							$ 95				$ 376
Compensation expense											$ 5	48
Restricted Stock Units (RSUs) [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued						63,045
Restricted Stock Units (RSUs) [Member] \| Chief Revenue Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued						20,165
Restricted Stock Units (RSUs) [Member] \| Chief Marketing Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation												71
Shares issued						9,712
Restricted Stock Units (RSUs) [Member] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued											148,152
Restricted stock units, value											$ 600
Compensation expense											$ 77	44
Number of shares authorized for issuance						24,692
Restricted Stock Units One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued											2,417
Restricted stock units, value											$ 19
Compensation expense											2	1
Restricted Stock Units RSU Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued		889	3,778
Compensation expense											0	0
Cost of Sales [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation								17		28	35	60
Research and Development Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation								12		36	26	101
Selling and Marketing Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation								63		67	124	127
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation								$ 98		$ 106	$ 225	$ 215
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of shares								273,822			273,822
Outstanding shares percentage											1.00%
Common stock issued in public offering (ATM), net of costs, shares											166,667
Share issuance under ESPP					27,197						87,506
Consideration					$ 112						$ 73
Purchase shares percentage					15.00%			15.00%			15.00%
Exercise price													$ 0.83
Employee Stock Purchase Plan [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price													$ 4.14
2022 Equity Incentive Plan and Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unissued authorized and available for future awards								1,189,254		995,237	1,189,254	995,237

SCHEDULE OF REPORTABLE SEGMENTS INFORMATION (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2025

Mar. 31, 2025

Jun. 30, 2024

Mar. 31, 2024

Jun. 30, 2025

Jun. 30, 2024

$ 16,248

^[1]

$ 13,208

$ 29,604

^[2]

$ 25,713

Reconciling items

Consolidated Net Sales

16,248

13,208

29,604

25,713

9,692

8,197

17,240

15,665

874

809

1,679

1,678

1,077

1,035

2,152

11,643

10,041

21,071

19,495

4,605

3,167

8,533

6,218

692

^[3]

1,531

^[4]

1,692

^[5]

2,864

^[6]

144

155

258

302

4,475

^[7]

5,488

^[8]

10,716

^[9]

10,155

^[10]

764

682

1,389

1,257

101

532

637

1,040

1,154

697

367

1,443

866

332

^[11]

268

^[12]

^[13]

657

^[14]

^[11]

^[12]

624

^[13]

^[14]

170

^[11]

642

^[12]

404

^[13]

1,329

^[14]

7,886

9,916

17,728

18,806

(3,281)

(6,749)

(9,195)

(12,588)

(5,442)

^[15]

(4,878)

^[16]

(10,143)

^[17]

(9,638)

^[18]

1,689

^[15]

(1,981)

^[16]

5,507

^[17]

(1,745)

^[18]

(3,753)

(6,878)

(4,636)

(11,406)

(7,034)

(13,627)

(13,831)

(23,994)

(7,034)

$ (6,797)

(13,627)

$ (10,367)

(13,831)

(23,994)

Reconciling items

Consolidated net loss

(7,034)

(13,627)

(13,831)

(23,994)

Direct To Consumers [Member]

(19)

(23)

5,947

^[1]

6,534

10,963

^[2]

11,737

3,599

3,818

6,488

6,755

370

362

691

732

457

462

886

938

4,426

4,642

8,065

8,425

1,521

1,892

2,898

3,312

^[3]

^[4]

^[5]

^[6]

144

155

258

302

^[7]

^[8]

^[9]

^[10]

472

401

810

696

178

252

375

416

648

254

1,323

629

^[11]

^[12]

^[13]

^[14]

^[11]

^[12]

^[13]

^[14]

^[11]

^[12]

^[13]

^[14]

1,463

1,151

2,813

2,160

741

1,152

^[15]

^[16]

^[17]

^[18]

^[15]

^[16]

^[17]

^[18]

741

1,152

741

1,152

Original Equipment Manufacturers [Member]

10,051

^[1]

6,674

18,141

^[2]

13,976

6,093

4,379

10,752

8,910

504

447

988

946

620

573

1,266

1,214

7,217

5,399

13,006

11,070

2,834

1,275

5,135

2,906

^[3]

^[4]

^[5]

^[6]

^[7]

^[8]

^[9]

^[10]

292

281

579

561

354

385

665

738

113

120

237

^[11]

^[12]

^[13]

^[14]

^[11]

^[12]

^[13]

^[14]

^[11]

^[12]

^[13]

^[14]

737

822

1,448

1,616

2,097

453

3,687

1,290

^[15]

^[16]

^[17]

^[18]

^[15]

^[16]

^[17]

^[18]

2,097

453

3,687

1,290

2,097

453

3,687

1,290

Other [Member]

250

^[1]

500

^[2]

250

500

692

^[3]

1,531

^[4]

1,692

^[5]

2,864

^[6]

4,475

^[7]

5,488

^[8]

10,716

^[9]

10,155

^[10]

332

^[11]

268

^[12]

^[13]

657

^[14]

^[11]

^[12]

624

^[13]

^[14]

170

^[11]

642

^[12]

404

^[13]

1,329

^[14]

5,686

7,943

13,467

15,030

(5,436)

(7,943)

(12,967)

(15,030)

(5,442)

^[15]

(4,878)

^[16]

(10,143)

^[17]

(9,638)

^[18]

1,689

^[15]

(1,981)

^[16]

5,507

^[17]

(1,745)

^[18]

(3,753)

(6,878)

(4,636)

(11,406)

(9,189)

(14,821)

(17,603)

(26,436)

$ (9,189)

(14,821)

$ (17,603)

(26,436)

SCHEDULE OF FUTURE DEBT MATURITIES

$ (19)

$ (23)

[1]	Licensing Revenue which is not considered a segment as it is currently immaterial
[2]	Licensing Revenue which is not considered a segment as it is currently immaterial
[3]	Research and Development expenses including employee costs related to new products
[4]	Research and Development expenses including employee costs related to new products
[5]	Research and Development expenses including employee costs related to new products
[6]	Research and Development expenses including employee costs related to new products
[7]	Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses
[8]	Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses
[9]	Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses
[10]	Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses
[11]	General sales and marketing employee cost and other marketing expenses
[12]	General sales and marketing employee cost and other marketing expenses
[13]	General sales and marketing employee cost and other marketing expenses
[14]	General sales and marketing employee cost and other marketing expenses
[15]	Interest expense related to debt and change in fair market value of warrant liability
[16]	Interest expense related to debt and change in fair market value of warrant liability
[17]	Interest expense related to debt and change in fair market value of warrant liability
[18]	Interest expense related to debt and change in fair market value of warrant liability

Long Term Debt (Tables)

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

At June 30, 2025 the future debt maturities are as follows:

For Year Ended December 31,
2025		-
2026		2,813
2027		98,429
Total debt		101,242
Less: Estimated interest paid-in-kind		(8,023	)
Total debt		93,219
Less: Unamortized debt discount costs		(54,179	)
Total carrying amount		39,040
Less: Current portion of debt		(393	)
Total long-term debt	$	38,647

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Principles of consolidation

Basis of presentation

Going Concern

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Going Concern (Continued)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

From time to time the Company has amounts on deposit with financial institutions that exceed federally insured limits. The Company has not experienced any significant losses in such accounts.

Accounts Receivable

Inventory

Assets Held for Sale

Use of Estimates

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Revenue Recognition

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Disaggregation of Revenue

The following table presents the Company’s disaggregated revenues by distribution channel:

Sales	2025		2024		2025		2024
	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
Sales	2025		2024		2025		2024
Direct to customer		5,948		6,534		10,963		11,737
Original equipment manufacture		10,050		6,674		18,141		13,976
License fee revenue		250		-		500		-
Total	$	16,248	$	13,208	$	29,604	$	25,713

Product Warranty

SCHEDULE OF WARRANTY OBLIGATION

	June 30,
	2025
Beginning warranty obligation		514
Provision of warranty expense		271
Settlement of warranty claims		(90	)
Ending warranty obligation	$	695

Concentrations

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Concentrations (Continued)

Stock-Based Compensation

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Income Taxes

Net Loss per Common Share

The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive:

	2025		2024
	June 30,
	2025		2024
Warrants		4,256,156		3,240,917
Restricted stock units		195,878		11,778
Preferred Shares Conversion***		2,317,840		-
Options		158,247		212,091
Weighted average number of common shares-basic		6,928,121		3,464,786

***

See footnote 10 for further details.

Leases

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Segment Reporting

Recently issued accounting pronouncements:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($)
$ in Thousands

Jun. 30, 2025

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

December 31, 2025

^[1]

$ 2,412

4,528

3,746

3,860

3,614

16,046

34,206

Less imputed interest

9,486

Total operating lease liabilities

$ 24,720

$ 25,514

[1]	Represents scheduled payments for the remaining six-month period ending December 31, 2025.

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Carrying Amount	$ 322	$ 5,133
Fair Value, Recurring [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Carrying Amount	322	5,133
Fair Value	322	5,133
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value	322	5,133
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| Term Loan [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Carrying Amount	273	3,883
Fair Value	273	3,883
Fair Value, Recurring [Member] \| Term Loan [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| Term Loan [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value	273	3,883
Fair Value, Recurring [Member] \| Term Loan [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| June Public Offering [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Carrying Amount	49	1,250
Fair Value	49	1,250
Fair Value, Recurring [Member] \| June Public Offering [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| June Public Offering [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value	49	1,250
Fair Value, Recurring [Member] \| June Public Offering [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value

SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands	Feb. 02, 2022	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Loss Contingencies [Line Items]
Operating lease cost	$ 23	$ 1,384	$ 1,244	$ 2,881	$ 1,899
Cost of Sales [Member]
Loss Contingencies [Line Items]
Operating lease cost		610	341	1,237	691
Research and Development Expense [Member]
Loss Contingencies [Line Items]
Operating lease cost		37	130	77	153
General and Administrative Expense [Member]
Loss Contingencies [Line Items]
Operating lease cost		724	762	1,541	1,032
Selling and Marketing Expense [Member]
Loss Contingencies [Line Items]
Operating lease cost		$ 13	$ 11	$ 26	$ 23

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
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SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

The following table presents the Company’s disaggregated revenues by distribution channel:

Sales	2025		2024		2025		2024
	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
Sales	2025		2024		2025		2024
Direct to customer		5,948		6,534		10,963		11,737
Original equipment manufacture		10,050		6,674		18,141		13,976
License fee revenue		250		-		500		-
Total	$	16,248	$	13,208	$	29,604	$	25,713

SCHEDULE OF WARRANTY OBLIGATION

	June 30,
	2025
Beginning warranty obligation		514
Provision of warranty expense		271
Settlement of warranty claims		(90	)
Ending warranty obligation	$	695

SCHEDULE OF POTENTIAL SHARES OF COMMON STOCK EXCLUDED FROM DILUTED NET LOSS PER SHARE

The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive:

	2025		2024
	June 30,
	2025		2024
Warrants		4,256,156		3,240,917
Restricted stock units		195,878		11,778
Preferred Shares Conversion***		2,317,840		-
Options		158,247		212,091
Weighted average number of common shares-basic		6,928,121		3,464,786

***

See footnote 10 for further details.

SCHEDULE OF ROLL FORWARD IN CONVERTIBLE PREFERRED WARRANTS (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2025	Jun. 30, 2024
Class of Warrant or Right [Line Items]
Underwriters’ Warrants Outstanding, Ending	4,256,156		4,256,156	3,240,917
Number of Warrants [Member]
Class of Warrant or Right [Line Items]
Underwriters’ Warrants Outstanding, Beginning	20,000
Exercise of warrants
Warrants issued		20,000
Cancellation of warrants	(20,000)
Underwriters’ Warrants Outstanding, Ending		20,000
Preferred Shares Underlying Warrants [Member]
Class of Warrant or Right [Line Items]
Underwriters’ Warrants Outstanding, Beginning	4,000,000
Exercise of warrants
Warrants issued		4,000,000
Cancellation of warrants	(4,000,000)
Underwriters’ Warrants Outstanding, Ending		4,000,000
Common Shares Underlying Warrants [Member]
Class of Warrant or Right [Line Items]
Underwriters’ Warrants Outstanding, Beginning	48,000,000,000
Exercise of warrants
Warrants issued		48,000,000,000
Cancellation of warrants	(48,000,000,000)
Underwriters’ Warrants Outstanding, Ending		48,000,000,000

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended		6 Months Ended
	Jul. 30, 2025	Jul. 20, 2025	Jul. 31, 2025	Feb. 28, 2025	Jun. 30, 2025
Subsequent Event [Line Items]
Underwriting public offering shares					3,198,113
Series A Preferred Stock [Member]
Subsequent Event [Line Items]
Common stock issued				170	1,450,489
Underwriting public offering shares				350	9,407,670
Release Agreement [Member] \| Series A Preferred Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock issued		2,100,000
Underwriting Agreement [Member] \| Subsequent Event [Member] \| Canaccord Genuity LLC [Member]
Subsequent Event [Line Items]
Underwriting public offering shares	21,980,000
Common stock price per share	$ 0.25
Issuance of initial public offering			$ 5,500
Underwriting discounts commission			$ 5,035

Cover - $ / shares	6 Months Ended
Cover - $ / shares	Jun. 30, 2025	Aug. 11, 2025
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2025
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-40730
Entity Registrant Name	DRAGONFLY ENERGY HOLDINGS CORP.
Entity Central Index Key	0001847986
Entity Tax Identification Number	85-1873463
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	12915 Old Virginia Road
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89521
City Area Code	(775)
Local Phone Number	622-3448
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		61,724,593
Entity Listing, Par Value Per Share	$ 0.0001
Common Stock Par Value 0.0001 Per Share [Member]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	DFLI
Security Exchange Name	NASDAQ
Redeemable Warrants Exercisable For Common Stock [Member]
Title of 12(b) Security	Redeemable Warrants, exercisable for common stock
Trading Symbol	DFLIW
Security Exchange Name	NASDAQ

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2025

Mar. 31, 2025

Jun. 30, 2024

Mar. 31, 2024

Jun. 30, 2025

Jun. 30, 2024

Dec. 31, 2024

Cash flows from Operating Activities

Net (Loss)

$ (7,034)

$ (6,797)

$ (13,627)

$ (10,367)

$ (13,831)

$ (23,994)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities

Stock based compensation

190

237

410

503

Amortization of debt discount

2,784

2,428

Change in fair market value of warrant liability

(1,689)

^[1]

1,981

^[2]

(5,507)

^[3]

1,745

^[4]

Non-cash interest expense (paid-in kind)

7,306

4,582

Provision for credit losses

Depreciation and amortization

1,350

663

Amortization of right of use of assets

1,324

1,019

Changes in Assets and Liabilities

Accounts receivable

(1,223)

(1,246)

Inventories

663

10,125

Prepaid expenses

(40)

(4)

Prepaid inventory

(152)

(595)

Other current assets

(632)

Other assets

(6)

(445)

Income taxes payable

(4)

174

Accounts payable and accrued expenses

905

(1,890)

Operating lease liabilities

(1,436)

(61)

Accrued tariffs

296

150

(187)

(500)

(151)

5,966

16,583

Net Cash Used in Operating Activities

(7,865)

(7,411)

Cash Flows Used in Investing Activities

Purchase of property and equipment

(1,621)

(1,324)

Net Cash Used in Investing Activities

(1,621)

(1,324)

Cash Flows From Financing Activities

Proceeds from public offering (ATM), net

788

Payments from public offering costs

(51)

Proceeds from preferred stock offering, net of fees

7,330

Proceeds from note payable, related party

2,700

Repayment of note payable, related party

(2,700)

Proceeds from exercise of options

Financing lease liabilities

(23)

(19)

Net Cash Provided by Financing Activities

7,370

721

Net (Decrease) in cash and cash equivalents

(2,116)

(8,014)

Beginning Cash and cash equivalents - beginning of period

$ 4,849

$ 12,713

4,849

12,713

$ 12,713

Ending Cash and cash equivalents - end of period

$ 2,733

$ 4,699

2,733

4,699

$ 4,849

Supplemental Disclosures of Cash Flow Information:

Cash paid for income taxes

Cash paid for interest

4,780

Supplemental Non-Cash Items

Purchases of property and equipment, not yet paid

162

2,278

Recognition of right of use asset obtained in exchange for operating lease liability

642

18,653

Recognition of leasehold improvements obtained in exchange for operating lease liability

4,683

Recognition of warrant liability - Investor Warrants

696

4,796

Conversion of preferred stock to common stock

6,085

Settlement of accrued liability for employee stock purchase plan

112

Reclassification of assets held for sale to machinery and equipment

$ 644

[1]	Interest expense related to debt and change in fair market value of warrant liability
[2]	Interest expense related to debt and change in fair market value of warrant liability
[3]	Interest expense related to debt and change in fair market value of warrant liability
[4]	Interest expense related to debt and change in fair market value of warrant liability

SCHEDULE OF PENNY WARRANTS (Details)	6 Months Ended
SCHEDULE OF PENNY WARRANTS (Details)	Jun. 30, 2025 $ / shares
May 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 10.71
Strike price	$ 0.09
Term	10 years
Volatility	88.00%
Risk-free rate	4.50%
June 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 7.65
Strike price	$ 0.09
Term	10 years
Volatility	91.00%
Risk-free rate	4.40%
September 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 4.77
Strike price	$ 0.09
Term	10 years
Volatility	90.00%
Risk-free rate	3.80%
December 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 2.78
Strike price	$ 0.01
Term	10 years
Volatility	90.00%
Risk-free rate	4.60%
February 2025 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 2.12
Strike price	$ 0.01
Term	10 years
Volatility	90.00%
Risk-free rate	4.30%

Nature of Business

6 Months Ended

Jun. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Note 1 - Nature of Business

Dragonfly Energy Holdings Corp. (the “Company”) sells lithium ion battery packs for use in a wide variety of applications. The Company sells to distributors under the Dragonfly Energy brand name, and sells direct to consumers under the trade name Battleborn Batteries. In addition, the Company develops technology for improved lithium ion battery manufacturing and assembly methods.

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares

Jun. 30, 2025

Dec. 31, 2024

Preferred stock, shares authorized

4,995,000

Preferred stock, par value

$ 0.0001

Preferred stock, shares issued

Preferred stock, shares outstanding

Common stock, shares authorized

400,000,000

Common stock, par value

$ 0.0001

Common stock, shares issued

37,426,379

7,232,650

Common stock, shares outstanding

37,426,379

7,232,650

Redeemable preferred stock, shares authorized

5,000

Redeemable preferred stock, par value

$ 0.0001

Redeemable preferred stock, shares issued

136

Redeemable preferred stock, shares outstanding

136

Preferred stock, par value

$ 10,000

Preferred stock, shares outstanding

^[1]

2,317,840

[1]	See Note 10 for further information.

SCHEDULE OF FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS (Details) - USD ($)
$ in Thousands

3 Months Ended

Jun. 30, 2025

Mar. 31, 2025

Term Loan [Member]

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

Fair value, beginning balance

$ 1,010

$ 1,014

Change in fair value, gain included in net loss

^[1]

(304)

(4)

Warrants Issued

4,796

Fair value, ending balance

5,502

1,010

June Public Offering [Member]

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

Fair value, beginning balance

3,214

3,434

Change in fair value, gain included in net loss

^[1]

2,277

(220)

Warrants Issued

Fair value, ending balance

$ 5,491

$ 3,214

[1]	Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations

Subsequent Events

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 15 - Subsequent Events

Series A Preferred Stock Exchange

On July 20, 2025, the Company entered into a Settlement and Release Agreement (the “Release Agreement”) with the holder of the outstanding shares of Series A Preferred Stock. Pursuant to the terms of the Release Agreement, the Company issued and delivered 2,100,000 shares of common stock to the holder and the holder surrendered to the Company all of the outstanding shares of Series A Preferred Stock. In addition, under the Release Agreement, upon the issuance of the shares of common stock, the Company’s obligations under the Purchase Agreement, the Certificate of Designation governing the Series A Preferred Stock and the other agreements entered into in connection with the offering of the Series A Preferred Stock were satisfied in full and the Purchase Agreement and the other agreements were deemed terminated and any remaining shares of Series A Preferred Stock that were outstanding or deemed to be outstanding were deemed cancelled and no longer outstanding. The Company has no further obligation to issue any shares of common stock or Series A Preferred Stock to the holder under the Purchase Agreement or otherwise. Under the Release Agreement, each party also provided a full release to the other party.

Public Offering

On July 30, 2025, the Company entered into an underwriting agreement with Canaccord Genuity LLC, as underwriter, relating to an underwritten public offering of 21,980,000 shares of common stock, at a price to the public of $0.25 per share. On July 31, 2025, the Company completed the public offering raising gross proceed of approximately $5.5 million and net proceeds of $5.035 million after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE (Details) - shares

Jul. 20, 2025

Jun. 30, 2025

Dec. 31, 2024

Jun. 30, 2024

Options issued and outstanding

158,247

212,091

Common stock outstanding

37,426,379

7,232,650

6,818,626

Warrants outstanding

4,256,156

3,240,917

Earnout shares

2,777,778

Series Preferred Stock A outstanding

Shares available for future issuance

1,189,254

995,237

48,125,654

14,044,649

Series Preferred Stock A outstanding

Warrants outstanding

4,000

133

2,317,840

^[1]

[1]	See Note 10 for further information.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

SCHEDULE OF REPORTABLE SEGMENTS INFORMATION

Commitments and Contingencies (Details Narrative) $ in Thousands			1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 12, 2024 USD ($) ft²	Feb. 02, 2022 USD ($)	Mar. 31, 2025 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2024 USD ($)
Loss Contingencies [Line Items]
Monthly base rent		$ 230
Operating lease costs		23		$ 1,384	$ 1,244	$ 2,881	$ 1,899
Estimated monthly property taxes		$ 21
Percentage of escalation of monthly base rent		3.00%
Percentage of escalation of fix operating expense costs		2.40%
Area of land \| ft²	64,000
Rent for the premises payable	$ 45
Lease term percentage	3.00%
Operating expenses, taxes and insurance expenses percentage	25.00%
Landlord security deposit	$ 50
Accrued settlement						(187)
Accrued settlement liability				2,300		2,300
Accrued settlement liability, current				1,400		1,400
Accrued settlement liability,non current				$ 900		900
Settlement Agreement [Member]
Loss Contingencies [Line Items]
Accrued settlement			$ 2,500
Settlement Agreement [Member] \| 2025 [Member]
Loss Contingencies [Line Items]
Accrued settlement			600
Settlement Agreement [Member] \| 2026 [Member]
Loss Contingencies [Line Items]
Accrued settlement			$ 1,900
Minimum [Member]
Loss Contingencies [Line Items]
Lease payments						$ 111
Finance lease term				3 years		3 years
Maximum [Member]
Loss Contingencies [Line Items]
Lease payments						$ 309
Finance lease term				5 years		5 years

Inventory

6 Months Ended

Jun. 30, 2025

Inventory Disclosure [Abstract]

Inventory

Note 4 - Inventory

Inventory consists of the following:

	June 30, 2025		December 31, 2024
Raw material	$	18,298	$	18,776
Finished goods		2,755		2,940
Total inventory	$	21,053	$	21,716

SCHEDULE OF WARRANTY OBLIGATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Accounting Policies [Abstract]
Beginning warranty obligation			$ 514
Provision of warranty expense	$ 148	$ 99	271	$ 301
Settlement of warranty claims			(90)
Ending warranty obligation	$ 695		$ 695

Related Party (Details Narrative) - USD ($)			3 Months Ended
Related Party (Details Narrative) - USD ($)	Feb. 01, 2025	Apr. 12, 2024	Mar. 31, 2025	Jun. 30, 2024	Feb. 27, 2024	Jan. 26, 2024
Short-Term Debt [Line Items]
Shares issued value			$ 63,000	$ 730,000
Base salary	$ 350,000,000
Percentage of base salary	$ 0.65
Chief Executive Officer [Member]
Short-Term Debt [Line Items]
Shares issued value		$ 1,532,000
Chief Revenue Officer [Member]
Short-Term Debt [Line Items]
Shares issued value		490,000
Chief Marketing Officer [Member]
Short-Term Debt [Line Items]
Shares issued value		$ 236,000
January Note [Member]
Short-Term Debt [Line Items]
Promissory note						$ 1,000,000
Loan fee amount						$ 50,000
February Note [Member]
Short-Term Debt [Line Items]
Promissory note					$ 1,700,000
Loan fee amount					$ 85,000

Reportable Segments (Tables)

6 Months Ended

Jun. 30, 2025

Segment Reporting [Abstract]

The following table presents the reportable segments information for the six months ended June 30, 2025:

	DTC		OEM		Other			Total

Net Sales	$	10,963	$	18,141	$	500	⁽¹⁾	$	29,604

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	29,604

Direct material		6,488		10,752		-			17,240
Direct labor		691		988		-			1,679
Direct overhead and depreciation		886		1,266		-			2,152

Total Cost of Goods Sold		8,065		13,006		-			21,071

Gross profit		2,898		5,135		500			8,533

Operating Expenses
Research & development		-		-		1,692	⁽²⁾		1,692
Sales tax adjustment		2		-		-			2
Credit card & amazon transaction fees		258		-		-			258
Other general & administrative		-		-		10,716	⁽³⁾		10,716
Shipping		810		579		-			1,389
Sales and marketing stock compensation		18		75		-			93
Sales and marketing wages		375		665		-			1,040
Marketing spend		1,323		120		-			1,443
Rent		27		9		-			36
Unallocated sales and marketing stock compensation		-		-		31	⁽⁴⁾		31
Unallocated sales and marketing wages		-		-		624	⁽⁴⁾		624
Other sales & marketing		-		-		404	⁽⁴⁾		404

Total Operating Expenses		2,813		1,448		13,467			17,728

Loss from operations		85		3,687		(12,967	)		(9,195	)

Interest expense, net		-		-		(10,143	)⁽⁵⁾		(10,143	)
Change in FMV of warrant liability		-		-		5,507	⁽⁵⁾		5,507

Total Other Income (Expense)		-		-		(4,636	)		(4,636	)

Net Loss Before Taxes		85		3,687		(17,603	)		(13,831	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	85	$	3,687	$	(17,603	)	$	(13,831	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(13,831	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

Licensing Revenue which is not considered a segment as it is currently immaterial

(2)

Research and Development expenses including employee costs related to new products

(3)

Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses

(4)

General sales and marketing employee cost and other marketing expenses

(5)

Interest expense related to debt and change in fair market value of warrant liability

The following table presents the reportable segments information for the six months ended June 30, 2024:

	DTC		OEM		Other			Total

Net Sales	$	11,737	$	13,976	$	-		$	25,713

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	25,713

Direct material		6,755		8,910		-			15,665
Direct labor		732		946		-			1,678
Direct overhead and depreciation		938		1,214		-			2,152

Total Cost of Goods Sold		8,425		11,070		-			19,495

Gross profit		3,312		2,906		-			6,218

Operating Expenses
Research & development		-		-		2,864	⁽¹⁾		2,864
Sales tax adjustment		60		-		-			60
Credit card & amazon transaction fees		302		-		-			302
Other general & administrative		-		-		10,155	⁽²⁾		10,155
Shipping		696		561		-			1,257
Sales and marketing stock compensation		28		73		-			101
Sales and marketing wages		416		738		-			1,154
Marketing spend		629		237		-			866
Rent		29		7		-			36
Unallocated sales and marketing stock compensation		-		-		657	⁽³⁾		657
Unallocated sales and marketing wages		-		-		25	⁽³⁾		25
Other sales & marketing		-		-		1,329	⁽³⁾		1,329

Total Operating Expenses		2,160		1,616		15,030			18,806

Loss from Operations		1,152		1,290		(15,030	)		(12,588	)

Other income (expense)		-		-		(23	)		(23	)
Interest expense, net		-		-		(9,638	)⁽⁴⁾		(9,638	)
Change in FMV of warrant liability		-		-		(1,745	)⁽⁴⁾		(1,745	)

Total Other Income (Expense)		-		-		(11,406	)		(11,406	)

Net Loss before taxes		1,152		1,290		(26,436	)		(23,994	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	1,152	$	1,290	$	(26,436	)	$	(23,994	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(23,994	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

Research and Development expenses including employee costs related to new products

(2)

Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses

(3)

General sales and marketing employee cost and other marketing expenses

(4)

Interest expense related to debt and change in fair market value of warrant liability

The following table presents the reportable segments information for the three months ended June 30, 2025:

	DTC		OEM		Other			Total

Net Sales	$	5,947	$	10,051	$	250	⁽¹⁾	$	16,248

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	16,248

Direct material		3,599		6,093		-			9,692
Direct labor		370		504		-			874
Direct overhead and depreciation		457		620		-			1,077

Total Cost of Goods Sold		4,426		7,217		-			11,643

Gross profit		1,521		2,834		250			4,605

Operating Expenses
Research & development		-		-		692	⁽²⁾		692
Sales tax adjustment		-		-		-			-
Credit card & amazon transaction fees		144		-		-			144
Other general & administrative		-		-		4,475	⁽³⁾		4,475
Shipping		472		292		-			764
Sales and marketing stock compensation		8		37		-			45
Sales and marketing wages		178		354		-			532
Marketing spend		648		49		-			697
Rent		13		5		-			18
Unallocated sales and marketing stock compensation		-		-		332	⁽⁴⁾		332
Unallocated sales and marketing wages		-		-		17	⁽⁴⁾		17
Other sales & marketing		-		-		170	⁽⁴⁾		170

Total Operating Expenses		1,463		737		5,686			7,886

Loss from operations		58		2,097		(5,436	)		(3,281	)

Interest expense, net		-		-		(5,442	)⁽⁵⁾		(5,442	)
Change in FMV of warrant liability		-		-		1,689	⁽⁵⁾		1,689

Total Other Income (Expense)		-		-		(3,753	)		(3,753	)

Net Loss Before Taxes		58		2,097		(9,189	)		(7,034	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	58	$	2,097	$	(9,189	)	$	(7,034	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(7,034	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

Licensing Revenue which is not considered a segment as it is currently immaterial

(2)

Research and Development expenses including employee costs related to new products

(3)

Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses

(4)

General sales and marketing employee cost and other marketing expenses

(5)

Interest expense related to debt and change in fair market value of warrant liability

The following table presents the reportable segments information for the three months ended June 30, 2024:

	DTC		OEM		Other			Total

Net Sales	$	6,534	$	6,674	$	-		$	13,208

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	13,208

Direct material		3,818		4,379		-			8,197
Direct labor		362		447		-			809
Direct overhead and depreciation		462		573		-			1,035

Total Cost of Goods Sold		4,642		5,399		-			10,041

Gross profit		1,892		1,275		-			3,167

Operating Expenses
Research & development		-		-		1,531	⁽¹⁾		1,531
Sales tax adjustment		61		-		-			61
Credit card & amazon transaction fees		155		-		-			155
Other general & administrative		-		-		5,488	⁽²⁾		5,488
Shipping		401		281		-			682
Sales and marketing stock compensation		13		39		-			52
Sales and marketing wages		252		385		-			637
Marketing spend		254		113		-			367
Rent		15		4		-			19
Unallocated sales and marketing stock compensation		-		-		268	⁽³⁾		268
Unallocated sales and marketing wages		-		-		14	⁽³⁾		14
Other sales & marketing		-		-		642	⁽³⁾		642

Total Operating Expenses		1,151		822		7,943			9,916

Loss from Operations		741		453		(7,943	)		(6,749	)

Other income (expense)		-		-		(19	)		(19	)
Interest expense, net		-		-		(4,878	)⁽⁴⁾		(4,878	)
Change in FMV of warrant liability		-		-		(1,981	)⁽⁴⁾		(1,981	)

Total Other Income (Expense)		-		-		(6,878	)		(6,878	)

Net Loss before taxes		741		453		(14,821	)		(13,627	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	741	$	453	$	(14,821	)	$	(13,627	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(13,627	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

Research and Development expenses including employee costs related to new products

(2)

Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses

(3)

General sales and marketing employee cost and other marketing expenses

(4)

Interest expense related to debt and change in fair market value of warrant liability

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw material	$ 18,298	$ 18,776
Finished goods	2,755	2,940
Total inventory	$ 21,053	$ 21,716

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

SCHEDULE OF BREAKOUT OF OPERATING LEASES

The following table presents the breakout of the operating leases as of:

	June 30, 2025			December 31, 2024
Operating lease right-of-use assets	$	19,055		$	19,737
Short-term operating lease liabilities		2,949			2,926
Long-term operating lease liabilities		21,771			22,588
Total operating lease liabilities	$	24,720		$	25,514
Weighted average remaining lease term		8.09 years			8.46 years
Weighted average discount rate		7.91	%		7.86	%

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES

At June 30, 2025, the future minimum lease payments under these operating leases are as follows:

Fiscal Years Ending
December 31, 2025⁽¹⁾		2,412
December 31, 2026		4,528
December 31, 2027		3,746
December 31, 2028		3,860
December 31, 2029		3,614
Thereafter		16,046
Total lease payments		34,206
Less imputed interest		9,486
Total operating lease liabilities	$	24,720

⁽¹⁾

Represents scheduled payments for the remaining six-month period ending December 31, 2025.

SCHEDULE OF LEASE COST

Lease cost	Classification	2025		2024		2025		2024
		For The Three Months Ended June 30,				For The Six Months Ended June 30,
Lease cost	Classification	2025		2024		2025		2024
Operating lease cost	Cost of goods sold	$	610	$	341	$	1,237	$	691
Operating lease cost	Research and development		37		130		77		153
Operating lease cost	General and administration		724		762		1,541		1,032
Operating lease cost	Selling and marketing		13		11		26		23
Total lease cost		$	1,384	$	1,244	$	2,881	$	1,899

SCHEDULE OF BREAKOUT OF FINANCE LEASES

The following table presents the breakout of the financing leases as of:

	June 30, 2025			December 31, 2024
Finance lease right-of-use assets	$	103		$	121
Short-term finance lease liabilities		48			47
Long-term finance lease liabilities		39			63
Total finance lease liabilities	$	87		$	110
Weighted average remaining lease term		2.41 years			2.78 years
Weighted average discount rate		5.2	%		5.2	%

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES

At June 30, 2025, the future minimum lease payments under these financing leases are as follows:

Fiscal Years Ending
December 31, 2025⁽¹⁾		26
December 31, 2026		37
December 31, 2027		18
December 31, 2028		9
December 31, 2029		2
Total lease payments		92
Less imputed interest		5
Total financing lease liabilities	$	87

⁽¹⁾

Represents scheduled payments for the remaining six-month period ending December 31, 2025.

Related Party

6 Months Ended

Jun. 30, 2025

Related Party

Note 8 - Related Party

On January 26, 2024 the Company entered into a convertible promissory note (the “January Note”) with a board member in the amount of $1,000, or the January Principal Amount. Upon execution of the January Note and funding of the original principal sum, a payment of $50 (the “January Loan Fee”) was fully earned as of the date of the January Note and was due and payable in full in cash on February 2, 2024. The Company paid the January Principal Amount and the January Loan Fee on February 1, 2024.

On February 27, 2024 the Company entered into a convertible promissory note (the “February Note”) with a board member in the amount of $1,700, or the February Principal Amount. Upon execution of the February Note and funding of the original principal sum, a payment of $85 (the “February Loan Fee”) was fully earned as of the date of the February Note and was due and payable in full in cash on March 1, 2024. The Company paid the February Principal Amount and the February Loan Fee on March 1, 2024.

Effective April 12, 2024, the Company entered into amendments to the employment agreements with its Chief Executive Officer, its Chief Revenue Officer and its Chief Marketing Officer to amend the terms of their annual equity compensation (the “Amended Employee Agreements”). The Amended Employee Agreements allow the Company to issue a combination of cash and equity awards on an annual basis up to a specified amount ($1,532 for the Chief Executive Officer, $490 for the Chief Revenue Officer and $236 for the Chief Marketing Officer), subject to approval and such other terms and conditions imposed by the compensation committee of the board of directors.

On February 1, 2025, the Company appointed Dr. Vickram Singh, the Company’s former Senior Vice President of Technology, as its Chief Operating Officer pursuant to an employment agreement, dated February 1, 2025 (the “Employment Agreement”). Dr. Singh’s employment as the Company’s Chief Operating Officer commenced on February 4, 2025. The Employment Agreement provides for a three-year initial employment term, with automatic three-year renewal terms thereafter, subject to 90 days’ notice of nonrenewal by either party. The Employment Agreement also provides for an initial annual base salary of $350,000 (the “Base Salary”) and a discretionary annual bonus of up to 65% of the Base Salary.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Common Stock

6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Common Stock

Note 11 - Common Stock

No dividends on common stock had been declared by the Company.

For the six months ended June 30, 2025 and 2024, the Company had reserved shares of common stock for issuance as follows:

	June 30, 2025		June 30, 2024
Options issued and outstanding		158,247		212,091
Common stock outstanding		37,426,379		6,818,626
Warrants outstanding		4,256,156		3,240,917
Earnout shares		2,777,778		2,777,778
Series Preferred Stock A outstanding***		2,317,840		-
Shares available for future issuance		1,189,254		995,237
Total		48,125,654		14,044,649

***

See Note 10 for further information.

ChEF Equity Facility

The Company and Chardan Capital Markets LLC, a New York limited liability company (“CCM LLC”) entered into a purchase agreement (the “Original Purchase Agreement”) and a Registration Rights Agreement in connection with the merger. Pursuant to the Original Purchase Agreement, the Company has the right to sell to CCM LLC an amount of shares of common stock, up to a maximum aggregate purchase price of $150 million, pursuant to the terms of the Purchase Agreement (the “ChEF Equity Facility”). In addition, the Company appointed LifeSci Capital, LLC as “qualified independent underwriter” with respect to the transactions contemplated by the Purchase Agreement. Under the terms of the Purchase Agreement with CCM LLC, the Company issued 23,160 shares for aggregate net proceeds to the Company of $63 from the period January 1, 2025 through June 30, 2025. The Company issued 94,496 shares pursuant to the ChEF Equity Facility for aggregate proceeds to the Company of $737 for the period of January 1, 2024 through June 30, 2024.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Fair Value Measurements

6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 3 - Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

●	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
●	Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly.
●	Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 3 - Fair Value Measurements (continued)

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of June 30, 2025:

	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	As of June 30, 2025
Liabilities
Warrant liability- Term Loan	$	273	$	273	$	-	$	273	$	-
Warrant liability- June Public Offering		49		49		-		49		-
Total liabilities	$	322	$	322	$	-	$	322	$	-

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2024:

	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	As of December 31, 2024
Liabilities
Warrant liability- Term Loan	$	3,883	$	3,883	$	-	$	3,883	$	-
Warrant liability- June Public Offering		1,250		1,250		-		1,250		-
Total liabilities	$	5,133	$	5,133	$	-	$	5,133	$	-

Due to Black Scholes calculation being utilized on all fair value measurement of warrant liabilities as of June 30, 2025 and December 31, 2024, the fair value warrant liabilities were transferred from Level 3 to Level 2 as of December 31, 2024. This is due to the observable inputs (such as the Company’s stock price and comparable company volatility calculations) included in the Black Scholes calculation, which makes the fair value measurement of the warrant liabilities more closely aligned with Level 2.

The carrying amounts of accounts receivable and accounts payable are considered Level 1 and approximate fair value as of June 30, 2025 and December 31, 2024 because of the relatively short maturity of these instruments.

The carrying value of the term loan as of June 30, 2025 and December 31, 2024 approximates fair value as the interest rate does not differ significantly from the current market rates available to the Company for similar debt and is considered Level 2.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 3 - Fair Value Measurements (continued)

Level 3 Roll forward

Fair value measurements categorized within Level 3 are sensitive to changes in assumptions or methodology used to determine fair value, and such changes could result in a significant increase or decrease in the fair value.

The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows:

There was no Level 3 activity for the three and six months ended June 30, 2025.

	Warrant Liability - Term Loan			Warrant liability- June Public Offering
Fair value as of January 1, 2024	$	1,014		$	3,434
Change in fair value, gain included in net loss⁽¹⁾		(4	)		(220	)
Fair value as of March 31, 2024		1,010			3,214
Fair value, beginning balance		1,010			3,214
Warrants Issued		4,796			-
Change in fair value, gain included in net loss⁽¹⁾		(304	)		2,277
Fair value as of June 30, 2024	$	5,502		$	5,491
Fair value, ending balance	$	5,502		$	5,491

⁽¹⁾

Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reportable Segments

6 Months Ended

Jun. 30, 2025

Segment Reporting [Abstract]

Reportable Segments

Note 14 - Reportable Segments

The Company has two reportable segments: DTC and OEM. The DTC segment pertains to Battle Born, LLC branded batteries which are sold directly to consumers. The OEM segment pertains to Dragonfly branded batteries which are sold to original equipment manufacturers

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance for all of its reportable segments based on both segment gross and net profit or loss from operations.

For the DTC and OEM, the Chief Operating Decision Maker (“CODM”) uses both segment gross and net profit and loss from operations to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process.

Assets information for the reported segments is not disclosed as it is not used by the CODM in evaluating the performance of, or making decisions about, the reported segments.

The Company’s reportable segments are strategic business units that offer different branded products. They are managed separately because each segment requires different technology and marketing strategies.

The Company’s CODM is the Chief Executive Officer.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

The following table presents the reportable segments information for the six months ended June 30, 2025:

	DTC		OEM		Other			Total

Net Sales	$	10,963	$	18,141	$	500	⁽¹⁾	$	29,604

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	29,604

Direct material		6,488		10,752		-			17,240
Direct labor		691		988		-			1,679
Direct overhead and depreciation		886		1,266		-			2,152

Total Cost of Goods Sold		8,065		13,006		-			21,071

Gross profit		2,898		5,135		500			8,533

Operating Expenses
Research & development		-		-		1,692	⁽²⁾		1,692
Sales tax adjustment		2		-		-			2
Credit card & amazon transaction fees		258		-		-			258
Other general & administrative		-		-		10,716	⁽³⁾		10,716
Shipping		810		579		-			1,389
Sales and marketing stock compensation		18		75		-			93
Sales and marketing wages		375		665		-			1,040
Marketing spend		1,323		120		-			1,443
Rent		27		9		-			36
Unallocated sales and marketing stock compensation		-		-		31	⁽⁴⁾		31
Unallocated sales and marketing wages		-		-		624	⁽⁴⁾		624
Other sales & marketing		-		-		404	⁽⁴⁾		404

Total Operating Expenses		2,813		1,448		13,467			17,728

Loss from operations		85		3,687		(12,967	)		(9,195	)

Interest expense, net		-		-		(10,143	)⁽⁵⁾		(10,143	)
Change in FMV of warrant liability		-		-		5,507	⁽⁵⁾		5,507

Total Other Income (Expense)		-		-		(4,636	)		(4,636	)

Net Loss Before Taxes		85		3,687		(17,603	)		(13,831	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	85	$	3,687	$	(17,603	)	$	(13,831	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(13,831	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

Licensing Revenue which is not considered a segment as it is currently immaterial

(2)

Research and Development expenses including employee costs related to new products

(3)

Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses

(4)

General sales and marketing employee cost and other marketing expenses

(5)

Interest expense related to debt and change in fair market value of warrant liability

There were no significant customer revenues from the Company’s DTC segment for the six months ended June 30, 2025.

Revenues from one customer of the Company’s OEM segment represent approximately $7,446, or 26%, of the Company’s consolidated revenues for the six months ended June 30, 2025.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

The following table presents the reportable segments information for the six months ended June 30, 2024:

	DTC		OEM		Other			Total

Net Sales	$	11,737	$	13,976	$	-		$	25,713

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	25,713

Direct material		6,755		8,910		-			15,665
Direct labor		732		946		-			1,678
Direct overhead and depreciation		938		1,214		-			2,152

Total Cost of Goods Sold		8,425		11,070		-			19,495

Gross profit		3,312		2,906		-			6,218

Operating Expenses
Research & development		-		-		2,864	⁽¹⁾		2,864
Sales tax adjustment		60		-		-			60
Credit card & amazon transaction fees		302		-		-			302
Other general & administrative		-		-		10,155	⁽²⁾		10,155
Shipping		696		561		-			1,257
Sales and marketing stock compensation		28		73		-			101
Sales and marketing wages		416		738		-			1,154
Marketing spend		629		237		-			866
Rent		29		7		-			36
Unallocated sales and marketing stock compensation		-		-		657	⁽³⁾		657
Unallocated sales and marketing wages		-		-		25	⁽³⁾		25
Other sales & marketing		-		-		1,329	⁽³⁾		1,329

Total Operating Expenses		2,160		1,616		15,030			18,806

Loss from Operations		1,152		1,290		(15,030	)		(12,588	)

Other income (expense)		-		-		(23	)		(23	)
Interest expense, net		-		-		(9,638	)⁽⁴⁾		(9,638	)
Change in FMV of warrant liability		-		-		(1,745	)⁽⁴⁾		(1,745	)

Total Other Income (Expense)		-		-		(11,406	)		(11,406	)

Net Loss before taxes		1,152		1,290		(26,436	)		(23,994	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	1,152	$	1,290	$	(26,436	)	$	(23,994	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(23,994	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

Research and Development expenses including employee costs related to new products

(2)

Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses

(3)

General sales and marketing employee cost and other marketing expenses

(4)

Interest expense related to debt and change in fair market value of warrant liability

There were no significant customer revenues from the Company’s DTC segment for the six months ended June 30, 2024.

Revenues from one customer of the Company’s OEM segment represent approximately $3,526, or 14%, of the Company’s consolidated revenues for the six months ended June 30, 2024.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

The following table presents the reportable segments information for the three months ended June 30, 2025:

	DTC		OEM		Other			Total

Net Sales	$	5,947	$	10,051	$	250	⁽¹⁾	$	16,248

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	16,248

Direct material		3,599		6,093		-			9,692
Direct labor		370		504		-			874
Direct overhead and depreciation		457		620		-			1,077

Total Cost of Goods Sold		4,426		7,217		-			11,643

Gross profit		1,521		2,834		250			4,605

Operating Expenses
Research & development		-		-		692	⁽²⁾		692
Sales tax adjustment		-		-		-			-
Credit card & amazon transaction fees		144		-		-			144
Other general & administrative		-		-		4,475	⁽³⁾		4,475
Shipping		472		292		-			764
Sales and marketing stock compensation		8		37		-			45
Sales and marketing wages		178		354		-			532
Marketing spend		648		49		-			697
Rent		13		5		-			18
Unallocated sales and marketing stock compensation		-		-		332	⁽⁴⁾		332
Unallocated sales and marketing wages		-		-		17	⁽⁴⁾		17
Other sales & marketing		-		-		170	⁽⁴⁾		170

Total Operating Expenses		1,463		737		5,686			7,886

Loss from operations		58		2,097		(5,436	)		(3,281	)

Interest expense, net		-		-		(5,442	)⁽⁵⁾		(5,442	)
Change in FMV of warrant liability		-		-		1,689	⁽⁵⁾		1,689

Total Other Income (Expense)		-		-		(3,753	)		(3,753	)

Net Loss Before Taxes		58		2,097		(9,189	)		(7,034	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	58	$	2,097	$	(9,189	)	$	(7,034	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(7,034	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

Licensing Revenue which is not considered a segment as it is currently immaterial

(2)

Research and Development expenses including employee costs related to new products

(3)

Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses

(4)

General sales and marketing employee cost and other marketing expenses

(5)

Interest expense related to debt and change in fair market value of warrant liability

There were no significant customer revenues from the Company’s DTC segment for the three months ended June 30, 2025.

Revenues from one customer of the Company’s OEM segment represent approximately $5,147, or 32%, of the Company’s consolidated revenues for the three months ended June 30, 2025.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

The following table presents the reportable segments information for the three months ended June 30, 2024:

	DTC		OEM		Other			Total

Net Sales	$	6,534	$	6,674	$	-		$	13,208

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	13,208

Direct material		3,818		4,379		-			8,197
Direct labor		362		447		-			809
Direct overhead and depreciation		462		573		-			1,035

Total Cost of Goods Sold		4,642		5,399		-			10,041

Gross profit		1,892		1,275		-			3,167

Operating Expenses
Research & development		-		-		1,531	⁽¹⁾		1,531
Sales tax adjustment		61		-		-			61
Credit card & amazon transaction fees		155		-		-			155
Other general & administrative		-		-		5,488	⁽²⁾		5,488
Shipping		401		281		-			682
Sales and marketing stock compensation		13		39		-			52
Sales and marketing wages		252		385		-			637
Marketing spend		254		113		-			367
Rent		15		4		-			19
Unallocated sales and marketing stock compensation		-		-		268	⁽³⁾		268
Unallocated sales and marketing wages		-		-		14	⁽³⁾		14
Other sales & marketing		-		-		642	⁽³⁾		642

Total Operating Expenses		1,151		822		7,943			9,916

Loss from Operations		741		453		(7,943	)		(6,749	)

Other income (expense)		-		-		(19	)		(19	)
Interest expense, net		-		-		(4,878	)⁽⁴⁾		(4,878	)
Change in FMV of warrant liability		-		-		(1,981	)⁽⁴⁾		(1,981	)

Total Other Income (Expense)		-		-		(6,878	)		(6,878	)

Net Loss before taxes		741		453		(14,821	)		(13,627	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	741	$	453	$	(14,821	)	$	(13,627	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(13,627	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

Research and Development expenses including employee costs related to new products

(2)

Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses

(3)

General sales and marketing employee cost and other marketing expenses

(4)

Interest expense related to debt and change in fair market value of warrant liability

There were no significant customer revenues from the Company’s DTC segment for the three months ended June 30, 2024.

Revenues from one customer of the Company’s OEM segment represent approximately $1,561, or 12%, of the Company’s consolidated revenues for the three months ended June 30, 2024.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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SCHEDULE OF BREAKOUT OF FINANCE LEASES (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Finance lease right-of-use assets	$ 103	$ 121
Short-term finance lease liabilities	48	47
Long-term finance lease liabilities	39	63
Total finance lease liabilities	$ 87	$ 110
Weighted average remaining lease term	2 years 4 months 28 days	2 years 9 months 10 days
Weighted average discount rate	5.20%	5.20%

SCHEDULE FAIR VALUE WARRANTS (Details) - $ / shares	6 Months Ended	12 Months Ended
SCHEDULE FAIR VALUE WARRANTS (Details) - $ / shares	Jun. 30, 2025	Dec. 31, 2024
Penny Warrants [Member]
Common stock price	$ 0.16	$ 2.78
Exercise price	$ 0.09	$ 0.09
Dividend yield	0.00%	0.00%
Term	7 years 3 months 7 days	7 years 9 months 7 days
Volatility	116.00%	94.00%
Risk-free rate	4.00%	4.50%
Fair value	$ 0.15	$ 2.74
Investor Warrants [Member]
Common stock price	0.16	2.78
Exercise price	$ 18.00	$ 18.00
Dividend yield	0.00%	0.00%
Term	2 years 11 months 23 days	3 years 5 months 19 days
Volatility	155.00%	105.00%
Risk-free rate	3.70%	4.30%
Fair value	$ 0.04	$ 1.01

SCHEDULE OF FUTURE DEBT MATURITIES (Details) $ in Thousands	Jun. 30, 2025 USD ($)
Debt Disclosure [Abstract]
2025
2026	2,813
2027	98,429
Total debt	101,242
Less: Estimated interest paid-in-kind	(8,023)
Total debt	93,219
Less: Unamortized debt discount costs	(54,179)
Total carrying amount	39,040
Less: Current portion of debt	(393)
Total long-term debt	$ 38,647

Reportable Segments (Details Narrative) $ in Thousands	3 Months Ended		6 Months Ended
Reportable Segments (Details Narrative) $ in Thousands	Jun. 30, 2025 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2025 USD ($) Segment	Jun. 30, 2024 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment			2
Revenues	$ 16,248	$ 13,208	$ 29,604	$ 25,713
Original Equipment Manufacturers Segment [Member]
Segment Reporting Information [Line Items]
Revenues	$ 5,147	$ 1,561	$ 7,446	$ 3,526
Percentage of revenues	32.00%	12.00%	26.00%	14.00%

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Note 10 - Redeemable Convertible Preferred Stock

In February 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor. Pursuant to the Purchase Agreement, the investor agreed to purchase in a registered direct offering (the “Registered Direct Offering”) from the Company 180 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock” or “Redeemable Convertible Preferred Stock”), at a price of $10,000 per share, initially convertible into shares of common stock of the Company, at a conversion price of $2.332 per share of common stock.

The Company conducted an initial offering (the “Initial Closing”), which included the sale of Series A Preferred Stock through a Registered Direct Offering (the “Registered Direct Offering”) and a Private Placement pursuant to the Purchase Agreement (the “Private Placement”). In the Private Placement, the Company agreed to sell: (i) 170 additional shares of Series A Preferred Stock at the same price as in the Registered Direct Offering, with a conversion price of $2.332 per share, and (ii) 20 warrants (the “Private Placement Convertible Preferred Warrants”) to purchase up to 4,000 shares of Series A Preferred Stock at $10,000 per share. The Floor Price for the Series A Preferred Stock sold in the Initial Closing was $0.424. These terms are subject to adjustments for corporate events like stock splits.

In total, the Company sold 350 shares of Series A Preferred Stock and 20 Private Placement Convertible Preferred Warrants, raising approximately $3.2 million in net proceeds, which will be used for working capital and other general purposes.

On April 28, 2025, the Company completed the second closing of the Private Placement (the “Second Closing”) pursuant to the Purchase Agreement. In connection with the Second Closing, the investor purchased an additional 450 shares of Series A Preferred Stock at a price of $10,000 per share, resulting in net proceeds of $4.2 million, which the Company received during the second quarter of 2025.

The terms of the Series A Preferred Stock issued in the Second Closing were substantially similar to those issued in the Initial Closing, except that the initial conversion price was set at $0.594 per share, with a Floor Price of $0.10902 per share. The Second Closing shares are convertible into common stock at the option of the holder, subject to certain limitations and adjustments.

The Company filed a Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to establish the rights, privileges, preferences, and restrictions of the Series A Preferred Stock. As set forth in the Certificate of Designation, the Company designated 5,000 shares of preferred stock as Series A Preferred Stock. The following is a summary of the principal terms of the Certificate of Designation:

General. Each share of Series A Preferred Stock has a stated value of $10,000 per share (the “Series A Stated Value”) and, when issued, the Series A Preferred Stock will be fully paid and non-assessable.

Ranking. The Series A Preferred Stock ranks senior to all other Company capital stock for dividends, distributions, and liquidation payments, unless otherwise approved by the Required Holder (as defined in the Certificate of Designation).

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 10 - Redeemable Convertible Preferred Stock (Continued)

Dividends. Series A Preferred Stock holders are entitled to receive 8% annual dividends, starting from issuance, payable quarterly in arrears in cash or additional Series A shares (defaulting to in-kind unless stated otherwise). If a Triggering Event (as defined in the Certificate of Designation) occurs, the rate increases to up to the lesser of 18% or maximum rate permitted under applicable law until resolved.

Conversion at Option of Holder. Holders may convert their Series A Preferred Stock into common stock at any time after issuance, subject to ownership limits and the issuable maximum, at a rate based on the Conversion Amount (as defined below), divided by the Conversion Price (as defined below), and subject to a Floor Price.

Voluntary Adjustment Right. Subject to the rules and regulations of Nasdaq, the Company has the right, at any time, with the written consent of the Required Holder, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by the Company’s board of directors.

Alternate Conversion at the Holder’s Election. At the holder’s option, at any time, the holder may convert (an “Alternate Conversion”) some or all of such holder’s Series A Preferred Stock, at a conversion price equal to the lower of (i) the applicable Conversion Price as in effect on the date of such Alternate Conversion, and (ii) the greater of (x) the Floor Price and (y) 90% of the lowest VWAP (as defined in the Certificate of Designation) of the common stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice as set forth in the Certificate of Designation (the “Alternate Conversion Price”).

With respect to each share of Series A Preferred Stock, as of the applicable date of determination, the “Conversion Amount” is equal to the sum of (1) 120% of (i) the Series A Stated Value plus (ii) all declared and unpaid dividends on such shares as of such date of determination plus (2) any other amounts thereon owed to such holder, pursuant to this Certificate of Designations or any other Transaction Document (as defined in the Certificate of Designation) that have not otherwise been paid or satisfied.

The Conversion Price varies depending on the issuance circumstances of the Series A Preferred Stock and is subject to adjustments. (i) for Series A Preferred Stocks issued in the Registered Direct Offering and at the initial closing of the Private Placement, the Conversion Price is fixed at $2.332 per share (the “Initial Conversion Price”); (ii) for Series A Preferred Stocks issued at the Second Closing or upon the exercise of a Private Placement Warrant (excluding cases under points (iii) and (iv) below), the Conversion Price is the lower of (x) the Initial Conversion Price and (y) 110% of the last closing trade price on the trading day before the Second Closing, relevant Funding Date, or Exercise Date (as defined in each Private Placement Warrant); (iii) if a Series A Preferred Stock is issued upon warrant exercise when certain equity conditions are not met, the Conversion Price is the lower of (A) $3.50 and (B) 110% of the closing price on the trading day before delivery of the Exercise or Call Notice; And (iv) if warrants are exercised after the Registration Effectiveness Date (as defined in the Certificate of Designation) and the common stock has traded above $10.00 for 20 consecutive trading days, and equity conditions are not met, the Conversion Price will be 110% of the closing price on the trading day before the Exercise or Call Notice. In all cases, the Conversion Price is subject to proportional adjustments in the event of stock splits, dividends, combinations, and/or similar corporate actions and as set forth below under “Other Adjustments” below.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 10 - Redeemable Convertible Preferred Stock (Continued)

The Floor Price varies based on when and how the Series A Preferred Stock is issued: (i) for Series A Preferred Stocks sold in the Registered Direct Offering, the Floor Price is $1.00; (ii) for Series A Preferred Stocks sold at the initial closing of the Private Placement, it is $0.424, which represents 20% of the Nasdaq Minimum Price of the common stock on the trading day before the Purchase Agreement was signed; (iii) for Series A Preferred Stocks issued after the initial closing—including those in the Second Closing—the Floor Price is 20% of the Nasdaq Minimum Price as of the trading day immediately before issuance. If, after six months from the initial issuance date, the current Floor Price exceeds the Adjusted Floor Price (as defined in the Certificate of Designation), the Required Holder may elect to lower the Floor Price to the Adjusted Floor Price, subject to Nasdaq approval. Both the Floor Price and Adjusted Floor Price are subject to proportional adjustments for stock splits, dividends, combinations, and/or similar corporate events.

Other Adjustments. Until stockholder approval is obtained, the Company may not issue more than 1,450,489 shares of common stock upon conversion of the Series A Preferred Stock and in certain related transactions—an amount equal to 19.99% of the total outstanding shares as of February 26, 2025—subject to adjustments for stock splits, recapitalizations, and similar events (the “Issuable Maximum”). This limit applies collectively to all conversions of Series A Preferred Stock and related securities. Additionally, if the Company issues common stock at a price lower than the then-current Conversion Price (the “New Issuance Price”), the Conversion Price will be adjusted downward to the New Issuance Price.

Purchase Rights. If the Company issues options, convertible securities, or other purchase rights to acquire stock or property to all or most holders of common stock (“Purchase Rights”), holders of Series A Preferred Stock will also be entitled to receive these rights. Each holder may acquire the same Purchase Rights as if they had already converted all of their Series A Preferred Stock into common stock at the Alternate Conversion Price, subject to the Beneficial Ownership Limitation.

Liquidation Preference. Each share of Series A Preferred Stock carries a liquidation preference equal to the greater of (A) the conversion of such Series A Preferred Stock on the date of such payment and (B) the amount per share such holder would receive if such holder converted such Series A Preferred Stock into common stock immediately prior to the date of such payment.

Mandatory Redemption Triggering Event. Upon any Mandatory Triggering Event (as defined in the Certificate of Designation), the Company shall immediately redeem in cash all amounts due under the Series A Preferred Stock at a redemption price equal to the Conversion Amount to be redeemed.

Voting Rights. Holders of Series A Preferred Stock have no voting power, cannot vote on any matters, and cannot call or participate in shareholder meetings, except as outlined in the Certificate of Designation or required by law. The Company cannot take certain actions without the prior consent of the Required Holder, including: (a) altering the powers, preferences, or rights of the Series A Preferred Stock or amending the Certificate of Designation, (b) creating any stock class senior or pari passu to the Series A Preferred Stock, (c) amending the articles of incorporation in ways that negatively affect the Series A Preferred Stock rights, (d) changing the number of authorized Series A Preferred Stock, (e) paying dividends or making distributions on common stock, (f) purchasing or redeeming junior capital stock, (g) issuing Series A Preferred Stock outside the agreed terms, or (h) circumventing any rights set forth in the Certificate of Designation.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 10 - Redeemable Convertible Preferred Stock (Continued)

Change of Control Exchange. Upon a change of control of the Company, each holder may require the Company to exchange such holder’s shares of Series A Preferred Stock for consideration equal to the Conversion Amount (or (1) the Series A Stated Value thereof plus (2) all declared and unpaid dividends on such shares as of such date of determination plus (3) any other amounts thereon owed to such holder, pursuant to the Certificate of Designation or any other Transaction Document that have not otherwise been paid or satisfied, in the case of any shares of Series A Preferred Stock funded following the Announcement Time (as defined in the Certificate of Designation) but prior to the date of the change of control.

Company Optional Redemption. The Company can redeem all or part of the outstanding Series A Preferred Stock at any time by sending a written notice to each holder. The redemption price is generally the Conversion Amount, but may be the Stated Value in certain cases. If a Triggering Event has occurred, the price will be the greater of (i) the Conversion Amount or (ii) the product of the Conversion Rate and the average of the five highest daily VWAPs of the common stock from the day before the company optional redemption notice to the day before the payment is required.

Fundamental Transactions. The Certificate of Designation prevents the Company from engaging in fundamental transactions, such as mergers or business combinations, unless it (or its successor) assumes all obligations under the Certificate of Designation and Transaction Documents, or redeems all outstanding Series A Preferred Stock.

Covenants. The Certificate of Designation imposes several restrictions on the Company, including prohibiting the redemption, repurchase, or declaration of dividends on capital stock (except as required), incurring debt (except Permitted Indebtedness), entering into affiliate transactions, or creating liens without the Required Holder’s prior consent. Additionally, the Company cannot issue Series A Preferred Stock or other securities that would violate the Certificate of Designation or issue securities below the current Floor Price.

The Company evaluated the features of the Series A Preferred Stock to determine if any needed to be bifurcated as embedded derivatives. It concluded that the conversion feature is closely related to the host contract, while the redemption feature qualifies for bifurcation as a derivative. However, the fair value of the bifurcated derivative is immaterial. While the host contract is considered as an equity-classified instrument, it includes provisions that allow the investor to redeem the instrument for cash or other assets upon the occurrence of events that are not solely within the company’s control, the Series A Preferred Stock is classified as mezzanine equity.

As a result, the Company bifurcated the Redeemable Convertible Preferred Stock into (i) the host contract, classified within mezzanine equity, and (ii) the bifurcated derivative liability related to the redemption feature.

The proceeds from the Initial Offerings were allocated first to the fair value of the Private Placement Convertible Preferred Warrants, with the remaining balance allocated to the Redeemable Convertible Preferred Stock. The Private Placement Convertible Preferred Warrants do not meet equity classification requirements under ASC 815-40, so they are treated as derivative liabilities, remeasured to fair value each reporting period, with changes recorded in the consolidated statement of operations and comprehensive loss.

From the issuance date through June 30, 2025, 664 shares of Series A Preferred Stock were converted into 29,996,775 shares of common stock. As a result, $6,085 (net of offering costs) was reclassified from mezzanine equity to common stock and additional paid-in capital.

As of June 30, 2025, 136 shares of Series A Preferred Stock remained outstanding, with an aggregate stated value of $1,356 ($1,245 net of fees). Subsequent to June 30, 2025 but prior to July 20, 2025, the Company converted 3 shares of Series A Preferred Stock, with a stated value of $31, into 217,840 shares of common stock. The remaining 133 shares of Series A Preferred Stock, representing $1,325 of stated value, were exchanged on July 20, 2025 for 2,100,000 shares of common stock pursuant to a negotiated agreement with the holder. As a result of the exchange, the holder surrendered to the Company all of the outstanding shares of Series A Preferred Stock and no shares of Series A Preferred Stock remained outstanding after the exchange.

At June 30, 2025, the Company did not have a sufficient number of registered shares to fully satisfy the conversion of the remaining Series A Preferred Stock under either the floor conversion price of $0.424, which would have required approximately 3,198,113 shares, or the Alternate Conversion Price of $0.144, which would have required approximately 9,407,670 shares (based on 90% of the lowest VWAP over the 10 trading days prior to June 30, 2025). The impact of the Company not having a sufficient number of registered shares to fully satisfy the conversion of the remaining Series A Preferred Stock would be an immaterial reclass to a derivative liability. Subsequent to June 30, 2025, the Company entered into negotiated share settlement terms, as discussed in Note 15, Subsequent Events, which addressed these limitations.

These limitations contributed to the negotiated share settlement terms.

The 2,100,000 shares issued on July 20, 2025 and the 217,840 shares issued shortly after quarter end were excluded from the calculation of diluted earnings per share as of June 30, 2025, because their effect was anti-dilutive.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Summary of Significant Accounting Policies (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Jul. 31, 2025

Jul. 20, 2025

Jul. 29, 2024

Feb. 28, 2025

Jun. 30, 2025

Mar. 31, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Dec. 31, 2024

Apr. 01, 2024

Debt Instrument, Face Amount

Cash and Cash Equivalent

$ 2,500,000

$ 2,733,000

$ 4,849,000

[custom:WorkingCapital]

8,391,000

$ 30,846,000

Proceeds from working capital

8,000,000

Costs for working capital

$ 670,000

Warrants

4,256,156

3,240,917

4,256,156

3,240,917

Cash

$ 2,500,000

Cash equivalents

Inventory valuation reserves

300,000

188,000

Customer deposits

166,000

317,000

Contract liability recognized

314,000

$ 153,000

Short term deferred revenue

16,248,000

^[1]

$ 13,208,000

29,604,000

^[2]

25,713,000

1,000,000

Warranty obilgation outstanding

695,000

514,000

Warranty expense

148,000

$ 99,000

271,000

$ 301,000

Uncertain tax positions

$ 55,000

Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member]

Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member]

27.00%

15.00%

Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member]

10.00%

21.00%

Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member]

10.00%

Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]

32.00%

12.00%

26.00%

14.00%

Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]

11.00%

28.00%

33.00%

Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor C [Member]

14.00%

20.00%

11.00%

Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]

10.00%

12.00%

Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]

16.00%

License Agreement [Member]

15.00%

Finite-Lived Intangible Asset, Useful Life

[custom:LicensingFee]

$ 5,000,000

5 years

Short term deferred revenue

$ 250,000

$ 500,000

Deferred revenue

4,083,000

$ 4,583,000

1,000,000

Long term deferred revenue

$ 3,083,000

Minimum [Member]

Payment term for distributors and OEMs

30 days

Term of product warranty provided

5 years

Maximum [Member]

Payment term for distributors and OEMs

90 days

Term of product warranty provided

10 years

Common Stock [Member]

Subsequent Event [Member]

Common stock issued

2,100,000

23,160

94,496

Proceeds from working capital

$ 5,495,000

Costs for working capital

$ 460,000

Subsequent Event [Member] | Common Stock [Member]

Common stock issued

21,980,000

Senior Secured Term Loan Facility [Member] | Term Loan [Member]

Warrants

4,000

Warrants, per share

$ 10,000

Warrants, future capital

$ 40,000,000

Common stock issued

170

1,450,489

Debt Instrument, Face Amount

$ 75,000,000

[1]	Licensing Revenue which is not considered a segment as it is currently immaterial
[2]	Licensing Revenue which is not considered a segment as it is currently immaterial

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES (Details) - USD ($)
$ in Thousands

Jun. 30, 2025

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

December 31, 2025

^[1]

$ 26

Less imputed interest

Total financing lease liabilities

$ 87

$ 110

[1]	Represents scheduled payments for the remaining six-month period ending December 31, 2025.

SCHEDULE OF ROLL FORWARD IN WARRANTS (Details) - shares	6 Months Ended
SCHEDULE OF ROLL FORWARD IN WARRANTS (Details) - shares	Jun. 30, 2025	Jun. 30, 2024
Underwriters’ Warrants Outstanding, Ending	4,256,156	3,240,917
Private Warrants [Member]
Underwriters’ Warrants Outstanding, Beginning	166,821	166,821
Exercise of warrants
Warrants issued
Underwriters’ Warrants Outstanding, Ending	166,821	166,821
Public Warrants [Member]
Underwriters’ Warrants Outstanding, Beginning	1,046,948	1,046,948
Exercise of warrants
Warrants issued
Underwriters’ Warrants Outstanding, Ending	1,046,948	1,046,948
Term Loan Warrants [Member]
Underwriters’ Warrants Outstanding, Beginning	1,412,147	209,391
Exercise of warrants
Warrants issued	330,000	517,519
Underwriters’ Warrants Outstanding, Ending	1,742,147	726,910
Investor Warrants [Member]
Underwriters’ Warrants Outstanding, Beginning	1,236,878	1,236,878
Exercise of warrants
Warrants issued
Underwriters’ Warrants Outstanding, Ending	1,236,878	1,236,878

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Income Statement [Abstract]

General and administrative

$ 16,248

^[1]

$ 13,208

$ 29,604

^[2]

$ 25,713

Cost of Goods Sold

11,643

10,041

21,071

19,495

Gross Profit

4,605

3,167

8,533

6,218

Operating Expenses

Research and development

692

^[3]

1,531

^[4]

1,692

^[5]

2,864

^[6]

4,619

5,704

10,976

10,517

Selling and marketing

2,575

2,681

5,060

5,425

7,886

9,916

17,728

18,806

Loss From Operations

(3,281)

(6,749)

(9,195)

(12,588)

Other (Expense) Income