0001493152-25-023502 | 10-Q | XBRL Viewer | Dragonfly Energy Holdings Corp

$ 15,967

$ 12,720

$ 45,571

$ 38,433

Reconciling items

Consolidated Net Sales

15,967

12,720

45,571

38,433

9,169

8,334

26,410

24,000

922

771

2,601

2,448

1,140

745

3,291

2,897

11,231

9,850

32,302

29,345

4,736

2,870

13,269

9,088

585

1,631

2,277

4,495

125

118

383

420

5,125

4,212

15,890

14,367

870

747

2,260

2,004

133

156

453

550

1,493

1,704

625

439

2,067

1,304

409

374

1,033

1,031

199

704

603

2,032

8,514

8,896

26,242

27,702

(3,778)

(6,026)

(12,973)

(18,614)

(6,409)

(5,615)

(16,552)

(15,253)

(883)

4,875

4,624

3,130

(7,292)

(753)

(11,928)

(12,159)

(11,070)

(6,779)

(24,901)

(30,773)

(11,070)

$ (7,034)

$ (6,797)

(6,779)

$ (13,627)

$ (10,367)

(24,901)

(30,773)

Consolidated net loss

(11,070)

(6,779)

(24,901)

(30,773)

Direct To Consumers [Member]

(13)

(36)

5,038

5,153

16,001

16,890

2,852

3,348

9,340

10,104

412

338

1,104

1,069

510

327

1,395

1,265

3,774

4,013

11,839

12,438

1,264

1,140

4,162

4,452

125

118

383

420

628

493

1,439

1,189

176

200

550

616

569

324

1,892

952

1,573

1,193

4,337

3,353

(309)

(53)

(175)

1,099

(309)

(53)

(175)

1,099

(309)

(53)

(175)

1,099

Original Equipment Manufacturers [Member]

10,679

7,400

28,820

21,376

6,317

4,986

17,070

13,896

510

433

1,497

1,379

630

418

1,896

1,632

7,457

5,837

20,463

16,907

3,222

1,563

8,357

4,469

242

254

821

815

104

115

277

350

943

1,088

115

175

352

608

765

2,056

2,382

2,614

798

6,301

2,087

2,614

798

6,301

2,087

2,614

798

6,301

2,087

Other [Member]

250

^[1]

167

750

^[2]

167

250

167

750

167

585

^[3]

1,631

^[4]

2,277

^[5]

4,495

^[6]

5,125

^[7]

4,212

^[8]

15,890

^[9]

14,367

^[10]

^[11]

^[12]

^[13]

^[14]

409

^[11]

374

^[12]

1,033

^[13]

1,031

^[14]

199

^[11]

704

^[12]

603

^[13]

2,032

^[14]

6,333

6,938

19,849

21,967

(6,083)

(6,771)

(19,099)

(21,800)

(6,409)

^[15]

(5,615)

^[16]

(16,552)

^[17]

(15,253)

^[18]

(883)

4,875

^[16]

4,624

3,130

^[18]

(7,292)

(753)

(11,928)

(12,159)

(13,375)

(7,524)

(31,027)

(33,959)

$ (13,375)

(7,524)

$ (31,027)

(33,959)

SCHEDULE OF ROLL-FORWARD OF EQUITY WARRANTS

$ (13)

$ (36)

[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

WARRANTS (Tables)

9 Months Ended

Sep. 30, 2025

Warrants

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

	Public Warrants		Underwriters’ Warrants
Warrants Outstanding, January 1, 2025		1,046,948		63,362
Exercise of warrants		-		-
Warrants issued		-		-
Warrants Outstanding, September 30, 2025		1,046,948		63,362

Warrants Outstanding, January 1, 2024		1,046,948		63,362
Warrants Outstanding, Beginning		1,046,948		63,362
Exercise of warrants		-		-
Warrants issued		-		-
Warrants Outstanding, September 30, 2024		1,046,948		63,362
Warrants Outstanding, Ending		1,046,948		63,362

SCHEDULE OF VALUATION ASSUMPTIONS OF PENNY WARRANTS

The February 2025 Penny Warrants were valued utilizing a Black-Scholes model with the following assumptions:

	February 2025 penny warrants
Stock price	$	2.12
Strike price	$	0.01
Term		10 years
Volatility		90	%
Risk-free rate		4.3	%

SCHEDULE OF SIGNIFICANT INPUTS OF FAIR VALUE OF WARRANTS

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

	As of September 30, 2025			As of December 31, 2024
Common stock price	$	0.59		$	2.78
Exercise price	$	0.09		$	0.09
Dividend yield		0	%		0	%
Term		7.02			7.77
Volatility		142.30	%		94.00	%
Risk-free rate		4.0	%		4.5	%
Fair value	$	0.59		$	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 September 30, 2025			As of December 31, 2024
Common stock price	$	0.59		$	2.78
Exercise price	$	18.00		$	18.00
Dividend yield		0	%		0	%
Term		2.73			3.47
Volatility		137	%		105	%
Risk-free rate		3.7	%		4.3	%
Fair value	$	0.14		$	1.01

SCHEDULE OF ROLL FORWARD OF LIABILITY CLASSIFIED WARRANTS

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

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

Warrants Outstanding, January 1, 2024		166,821		209,391		1,236,878
Warrants Outstanding, Beginning		166,821		209,391		1,236,878
Exercise of warrants		-		-		-
Warrants issued		-		852,283		-
Warrants Outstanding, September 30, 2024		166,821		1,061,674		1,236,878
Warrants Outstanding, Ending		166,821		1,061,674		1,236,878

SCHEDULE OF ROLL FORWARD OF PRIVATE PLACEMENT CONVERTIBLE PREFERRED WARRANTS

The following table presents a roll-forward of the Company’s Private Placement Convertible Preferred Warrants from January 1, 2025 to September 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
Cancellation of warrants
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 Outstanding, Beginning balance		-			-			-
Exercise of warrants		-			-			-
Warrants issued		-			-			-
Warrants Outstanding, September 30, 2025		-			-			-
Warrants Outstanding, Ending balance		-			-			-

REPORTABLE SEGMENTS (Details Narrative) $ in Thousands	3 Months Ended		9 Months Ended
REPORTABLE SEGMENTS (Details Narrative) $ in Thousands	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) Segment	Sep. 30, 2024 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment			2
Revenues	$ 15,967	$ 12,720	$ 45,571	$ 38,433
Original Equipment Manufacturers Segment [Member]
Segment Reporting Information [Line Items]
Revenues	$ 5,575	$ 2,007	$ 13,021	$ 5,534
Percentage of revenues	35.00%	16.00%	29.00%	15.00%

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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Commitments and Contingencies Disclosure [Abstract]

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	1,205	5,133
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities
Warrant Liability - Term Loan [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities
Warrant Liability - Term Loan [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	1,028	3,883
Warrant Liability - Term Loan [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities
Warrant Liability - June Public Offering [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities
Warrant Liability - June Public Offering [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	177	1,250
Warrant Liability - June Public Offering [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities
Reported Value Measurement [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	1,205	5,133
Reported Value Measurement [Member] \| Warrant Liability - Term Loan [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	1,028	3,883
Reported Value Measurement [Member] \| Warrant Liability - June Public Offering [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	177	1,250
Estimate of Fair Value Measurement [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	1,205	5,133
Estimate of Fair Value Measurement [Member] \| Warrant Liability - Term Loan [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	1,028	3,883
Estimate of Fair Value Measurement [Member] \| Warrant Liability - June Public Offering [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Total liabilities	$ 177	$ 1,250

COMMON STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			6 Months Ended	9 Months Ended
	Jul. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Jun. 30, 2025	Sep. 30, 2025	Sep. 30, 2024
Subsidiary, Sale of Stock [Line Items]
Value of shares issued		$ 63	$ 959	$ 730
July 2025 Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	21,980,000
Share price	$ 0.25
Net proceeds from offering	$ 4,684
Purchase Agreement [Member] \| Chardan Capital Markets LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregated purchase price					$ 150,000
Number of shares issued						23,160	249,488
Value of shares issued						$ 63	$ 1,705

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

Sep. 30, 2025

Dec. 31, 2024

December 31, 2025

^[1]

$ 13

Less imputed interest

Total financing lease liabilities

$ 75

$ 110

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 subsidiaries Dragonfly Energy Corp, Battle Born Battery Products, LLC and Dragonfly CellTech, Inc. All significant intercompany transactions and balances are eliminated in consolidation.

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 to 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

The accompanying condensed 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.

During the nine months ended September 30, 2025 and 2024, the Company incurred losses from operations and had negative cash flow from operations. As of September 30, 2025, the Company had $3,838 in cash and cash equivalents and a working capital of $8,834. 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 for noncompliance with the liquidity requirements under the Term Loan.

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)

On February 26, 2025, the Company entered into a Securities Purchase agreement (“Purchase Agreement”). The Purchase Agreement called for the Company to authorize a new series of convertible preferred stock of the Company designated as the Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A 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 nine months ended September 30, 2025, the Company received proceeds of $8,000 less $670 in costs for net proceeds of $7,330 due to the conversion of for the conversion of 800 shares of Series A Preferred Stock for 32,314,615 shares of common stock which the Company has been using for working capital and general corporate purposes. As of September 30, 2025, all Series A Convertible Preferred Stock has been converted into common stock.

In addition to the Purchase Agreement, the Term Loan was amended on February 26, 2025 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 e Company to maintain cash and cash equivalents equal to or greater than $2,500) through June 30, 2026.

On July 30, 2025, the Company completed an equity financing and received net proceeds of $5,495 less $811 in costs, in connection with the issuance of 21,980,000 shares of common stock in an underwritten public offering (the “July 2025 Offering”), which the Company has been using for working capital and other general corporate purposes, including the repayment of indebtedness in the ordinary course.

Subsequent to September 30, 2025, the Company completed two equity financings. On October 6, 2025, the Company received net proceeds of $26,925, net of costs, in connection with the issuance of 23,000,000 shares of common stock. On October 17, 2025, the Company received additional net proceeds of $51,928, net of costs, from the issuance of 36,000,000 shares of common stock and pre-funded warrants to purchase 5,000,000 shares of common stock. The Company intends to use the aggregate net proceeds for working capital and other general corporate purposes, including the repayment of indebtedness in the ordinary course of business. Additionally, on October 20, 2025, the Term Loan was restructured and the Company entered into the Sixth Amendment (the “Sixth Amendment”) with the Term Loan lenders, which included new interest payment terms, $45,000 prepayment in October, and $5,000 debt cancellation. Lastly, as part of the restructuring, on November 4, 2025, the Company and the lenders entered into an exchange agreement (the “Exchange Agreement”) pursuant to which the Company issued 25,000 shares of Series B Preferred Stock in exchange for $25,000 outstanding principal amount of the Term Loan. Please see Note 13 for more information regarding the aforementioned offerings, term loan amendment, and exchange agreement that occurred in October and November 2025.

As presented above, strategic initiatives were executed in 2025 in order to alleviate the substantial doubt about the Company’s ability to continue as a going concern. These initiatives include multiple capital raises (including those subsequent to September 30, 2025) totalling a net cash increase of $91,218 and Term Loan restructuring to reduce principal and interest owed, including a significant principal paydown, partial debt cancellation, and partial principal conversion into preferred shares. With these strong initiatives, along with continued revenue generation anticipated in the next twelve months and the Company’s ability to maintain covenant compliance with a monthly liquidity minimum of $5,000, management has concluded that the substantial doubt regarding the Company’s ability to continue as a going concern has been mitigated.

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 its obligations under the Series B Preferred Stock 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)

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 September 30, 2025 and December 31, 2024, respectively.

Assets Held for Sale

Assets held for sale are valued at the lower of the carrying amount or the net realizable value estimated at September 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 second quarter, 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 September 30, 2025.

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, right-of-use asset impairment, and license arrangement.

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.

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 (continued)

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 September 30, 2025 and December 31, 2024, the contract liability related to the Company’s customer deposits were approximately $252 and $317, respectively.

During the nine months ended September 30, 2025, the Company recognized $314 of the December 31, 2024 contract liability. During the nine months ended September 30, 2024, the Company recognized $201 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”). The $5,000 initial licensing fee is being recognized as revenue on a straight-line basis over 5 five years. The Company has recorded $250 and $750 in revenue related to the license agreement for the three and nine months ended September 30, 2025. As of September 30, 2025 and December 31, 2024, the contract liability related to the Company’s deferred revenue were approximately $3,833 and $4,583, respectively. As of September 30, 2025, the Company had $1,000 in short term deferred revenue and $2,833 in long-term deferred revenue related to the License Agreement.

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 Nine Months Ended
	September 30,				September 30,
Sales	2025		2024		2025		2024
Direct to customer		5,038		5,153		16,001		16,890
Original equipment manufacture		10,679		7,400		28,820		21,376
License fee revenue		250		167		750		167
Total	$	15,967	$	12,720	$	45,571	$	38,433

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)

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 September 30, 2025 and December 31, 2024 to be $768 and $514, respectively. The Company incurred warranty expense of $132 and $403 for the three and nine months ended September 30, 2025, respectively, and incurred warranty expense of $114 and $422 for the three and nine months ended September 30, 2024, respectively,

The following table reflects the activity in the Company’s warranty obligation for the nine months ended September 30, 2025:

SCHEDULE OF WARRANTY OBLIGATION


Beginning warranty obligation-		514
Provision of warranty expense		403
Settlement of warranty claims		(149	)
Ending warranty obligation	$	768

Concentrations

As of September 30, 2025, receivables from Customer A comprised approximately 52% of accounts receivable. There are no other significant accounts receivable concentration.

For the nine months ended September 30, 2025, sales from Customer A comprised approximately 29% of the Company’s total revenue. For the nine months ended September 30, 2024, sales from Customer A comprised approximately 15% of the Company’s total revenue. For the three months ended September 30, 2025, sales from Customer A comprised approximately 35% of the Company’s total revenue. For the three months ended September 30, 2024, sales from Customer A comprised approximately 16% of the Company’s total revenue.

As of September 30, 2025, payables to Vendor A, Vendor B, and Vendor C comprised approximately 24%, 11%, and 20%, respectively, of accounts payables.

For the nine months ended September 30, 2025, Vendor A and Vendor B accounted for approximately 17% and 10%, respectively, of the Company’s total purchases. For the nine months ended September 30, 2024, Vendor D accounted for approximately 11% of the Company’s total purchases. For the three months ended September 30, 2025, Vendor A, Vendor B and Vendor C accounted for approximately 18%, 14% and 12%, respectively, of the Company’s total purchases. For the three months ended September 30, 2024, Vendor D and Vendor B accounted for approximately 16% and 13%, respectively, of the Company’s total purchases.

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)

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 11). 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.

Income Taxes

On July 4, 2025, the One Big Beautiful Bill (the “OBBB”) Act was signed into law in the United States. The OBBB Act includes significant provisions, such as the permanent extension and modification of certain provisions of the U.S. Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions beginning in 2025 and others beginning at various dates through 2027. The Company does not expect the OBBB Act to materially impact the Company’s income tax position in 2025.

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)

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
	September 30,
	2025		2024
Warrants		4,256,156		3,575,678
Restricted stock units		169,161		12,153
Options		137,522		194,299
Weighted average number of common shares-basic		4,562,839		3,782,130

Reclassification

Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on previously reported net loss, total assets, total liabilities, or stockholders’ equity.

Segment Reporting

Operating segments are identified (Note 12) 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.

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)

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. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Accordingly, the Company will adopt the standard for the year ending December 31, 2027.

In July 2025, the FASB issued ASU 2025-05: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, amending the manner in which credit losses for accounts receivable and contract assets are determined. For public companies, the guidance introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets. Under this expedient, entities may assume that conditions existing at the balance sheet date will persist for the remaining life of the asset, which simplifies the estimation process by eliminating the need to forecast future economic conditions for these short-term assets. This guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures.

SCHEDULE OF WARRANTY OBLIGATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Accounting Policies [Abstract]
Beginning warranty obligation-			$ 514
Provision of warranty expense	$ 132	$ 114	403	$ 422
Settlement of warranty claims			(149)
Ending warranty obligation	$ 768		$ 768

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Note 11 - 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.

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 11 - Stock-Based Compensation (Continued)

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		(3,098	)		42.79		42.79		-		-
Options expired		(28,189	)		29.34		29.34		-		-
Options exercised		-			-		-		-		-
Balances, September 30, 2025		137,522		$	24.90	$	24.90		5.79	$	-

At September 30, 2025
Vested and Exercisable		134,298			24.54				5.77	$	-
Vested and expected to vest		137,522			24.90				5.79	$	-

During the nine months ended September 30, 2025, the Company did not issue any stock options.

Share-based compensation expense for options and RSUs totaling $578 and $759 was recognized in the Company’s consolidated statements of operations for the nine months ended September 30, 2025 and 2024, respectively. Share-based compensation expense for options and RSUs totaling $168 and $256 was recognized in the Company’s consolidated statements of operations for the three months ended September 30, 2025 and 2024, respectively.

Of the $578 of share-based compensation incurred during the nine months ended September 30, 2025, $45 is allocated to cost of goods sold, $36 to research and development, $179 to selling and marketing, and $318 to general and administrative expenses. Of the $759 of share-based compensation incurred during the nine months ended September 30, 2024, $81 is allocated to cost of goods sold, $136 to research and development, $198 to selling and marketing, and $344 to general and administrative expenses.

Of the $168 of share-based compensation incurred during the three months ended September 30, 2025, $11 is allocated to cost of goods sold, $9 to research and development, $55 to selling and marketing, and $93 to general and administrative expenses. Of the $256 of share-based compensation incurred during the three months ended September 30, 2024, $21 is allocated to cost of goods sold, $35 to research and development, $71 to selling and marketing, and $129 to general and administrative expenses.

Restricted Stock Units

On February 5, 2024, the Company granted 24,447 restricted stock units of which 11,111 vested immediately. The fair value of the 24,447 restricted stock units was $95 and an expense of $8 and $48 was recorded as compensation expense during the nine months ended September 30, 2025 and 2024, respectively.

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 11 - Stock-Based Compensation (Continued)

Restricted Stock Units (continued)

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 $94 and $59 was recorded during the nine months ended September 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 $102 and $94 was recorded during the nine months ended September 30, 2025 and 2024, respectively.

On June 24, 2024, the Company granted 2,417 RSUs. 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 2,417 RSUs was $19 and an expense of $4 and $1 was recorded as compensation expense during the nine months ended September 30, 2025 and 2024, respectively.

On August 19, 2024, the Company granted 81,710 RSUs. The RSUs 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 81,710 RSUs was $448 and an expense of $89 and $17 was recorded as compensation expense during the nine months ended September 30, 2025 and 2024, respectively.

On August 26, 2024, the Company granted 2,223 RSUs. The RSUs 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 such employee’s continued employment as of each vesting date. The fair value of the 2,223 RSUs was $12 and no expense was recorded as compensation expense during the nine months ended September 30, 2025 or 2024.

On April 1, 2025 and May 19, 2025, the Company granted 3,778 and 889 RSUs, respectively. The RSUs 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 RSUs was $4 and $1 was recorded as compensation expense during the nine months ended September 30, 2025.

The following table presents the RSU activity for the nine months ended September 30, 2025:

	Number of Shares			Weighted- Average Fair Market Value

Unvested shares, January 1, 2025		334,751		$	4.52
Granted and unvested		4,667			0.87
Forfeited		(61,286	)		4.32
Vested		(108,971	)		4.44
Unvested shares, September 30, 2025		169,161		$	4.55

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 11 - Stock-Based Compensation (continued)

As of September 30, 2025 and 2024 there were 1,168,204 and 928,881 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 common shares in connection with its Employee Stock Purchase Plan 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 nine months ended September 30, 2025, the Company issued 87,506 common shares in connection with its Employee Stock Purchase Plan 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.

REDEEMABLE CONVERTIBLE PREFERRED STOCK

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

REDEEMABLE CONVERTIBLE PREFERRED STOCK

Note 9 - REDEEMABLE CONVERTIBLE PREFERRED STOCK

In February 2025, the Company entered into 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 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 $3,180 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 $4,150, 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.

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Redeemable Convertible Preferred Stock (continued)

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. Because of the Series A Preferred Stock containing this redemption feature, it was originally classified as mezzanine equity. From the issuance date through September 30, 2025, 800 shares of Series A Preferred Stock were converted into 32,314,615 shares of common stock. As a result, $7,330 (net of offering costs) was reclassified from mezzanine equity to common stock and additional paid-in capital.

At June 30, 2025, the Company did not have a sufficient number of registered shares to fully satisfy the conversion of the remaining 133 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.

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.

During the nine months ended September 30, 2025, all of the Company’s redeemable preferred stock converted into 32,314,615 shares of common stock in accordance with their respective terms. As of September 30, 2025, no redeemable preferred stock remains outstanding.

On October 20, 2025, the Company entered into a definitive agreement to issue newly-created Series B Preferred Stock, in exchange for an equivalent amount of its senior secured term-loan debt. See Note 13 – Subsequent Events for additional details.

SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE (Details) - shares	Sep. 30, 2025	Dec. 31, 2024	Sep. 30, 2024
Equity [Abstract]
Options issued and outstanding	137,522		194,299
Common stock outstanding	61,742,104	7,232,650	6,974,220
Warrants outstanding	4,256,156		3,575,678
Earnout shares	2,777,778		2,777,778
Shares available for future issuance	1,168,204		928,881
Total	70,081,764		14,450,856

SCHEDULE OF VALUATION ASSUMPTIONS OF PENNY WARRANTS (Details) - February 2025 Penny Warrants [Member]	Feb. 26, 2025 $ / shares
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%

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw material	$ 20,053	$ 18,776
Finished goods	2,665	2,940
Total inventory	$ 22,718	$ 21,716

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands				3 Months Ended	9 Months Ended
	Oct. 22, 2025 USD ($)	May 08, 2025	Apr. 12, 2024 USD ($) ft²	Sep. 30, 2025 USD ($)	Sep. 30, 2025 USD ($)	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Lease area \| ft²			64,000
Lease term			60 months
Rent for the premises payable			$ 45
Lease term percentage			3.00%
Operating expenses, taxes and insurance expenses percentage			25.00%
Landlord security deposit			$ 50
Lease renewal term		64 months
Lease expiration date		Nov. 30, 2030
Non-cash impairment of right-of-use asset				$ 453	$ 453
Accrued settlement liability				2,125	2,125		$ 750
LithiumHub Technologies LLC [Member]
Loss Contingencies [Line Items]
License amount payable						$ 2,500
License amount payable in 2025						562
License amount payable in 2026						$ 1,938
Accrued settlement liability				$ 2,125	2,125
LithiumHub Technologies LLC [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Settlement amount paid	$ 2,125
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

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

3 Months Ended

Sep. 30, 2025

Jun. 30, 2025

Mar. 31, 2025

Warrant Liability - Term Loan [Member]

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

Fair value, Beginning balance

$ 5,502

$ 1,010

$ 1,014

Change in fair value, loss included in net loss

^[1]

(2,070)

(304)

(4)

Warrant Issued

1,585

4,796

Fair value, Ending balance

5,017

5,502

1,010

Warrant Liability - June Public Offering [Member]

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

Fair value, Beginning balance

5,491

3,214

3,434

Change in fair value, loss included in net loss

^[1]

(2,805)

2,277

(220)

Warrant Issued

Fair value, Ending balance

$ 2,686

$ 5,491

$ 3,214

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

REPORTABLE SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2025

Segment Reporting [Abstract]

SCHEDULE OF REPORTABLE SEGMENTS INFORMATION

The following table presents the reportable segments information for the nine months ended September 30, 2025:

	DTC			OEM		Other			Total

Net Sales	$	16,001		$	28,820	$	750	⁽¹⁾	$	45,571

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	45,571

Direct material		9,340			17,070		-			26,410
Direct labor		1,104			1,497		-			2,601
Direct overhead and depreciation		1,395			1,896		-			3,291

Total Cost of Goods Sold		11,839			20,463		-			32,302

Gross profit		4,162			8,357		750			13,269

Operating Expenses
Research & development		-			-		2,277	⁽²⁾		2,277
Sales tax adjustment		2			-		-			2
Credit card & amazon transaction fees		383			-		-			383
Other general & administrative		-			-		15,890	⁽³⁾		15,890
Shipping		1,439			821		-			2,260
Sales and marketing stock compensation		29			104		-			133
Sales and marketing wages		550			943		-			1,493
Marketing spend		1,892			175		-			2,067
Rent		42			13		-			55
Unallocated sales and marketing stock compensation		-			-		46	⁽⁴⁾		46
Unallocated sales and marketing wages		-			-		1,033	⁽⁴⁾		1,033
Other sales & marketing		-			-		603	⁽⁴⁾		603

Total Operating Expenses		4,337			2,056		19,849			26,242

Loss from operations		(175	)		6,301		(19,099	)		(12,973	)

Interest expense, net		-			-		(16,552	)⁽⁵⁾		(16,552	)
Change in FMV of warrant liability		-			-		4,624			4,624

Total Other Income (Expense)		-			-		(11,928	)		(11,928	)

Net Loss Before Taxes		(175	)		6,301		(31,027	)		(24,901	)

Income Tax Benefit		-			-		-			-

Net Income (Loss)	$	(175	)	$	6,301	$	(31,027	)	$	(24,901	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(24,901	)

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - 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 nine months ended September 30, 2024:

	DTC		OEM		Other			Total

Net Sales	$	16,890	$	21,376	$	167		$	38,433

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	38,433

Direct material		10,104		13,896		-			24,000
Direct labor		1,069		1,379		-			2,448
Direct overhead and depreciation		1,265		1,632		-			2,897

Total Cost of Goods Sold		12,438		16,907		-			29,345

Gross profit		4,452		4,469		167			9,088

Operating Expenses
Research & development		-		-		4,495	⁽¹⁾		4,495
Sales tax adjustment		91		-		-			91
Credit card & amazon transaction fees		420		-		-			420
Other general & administrative		-		-		14,367	⁽²⁾		14,367
Shipping		1,189		815		-			2,004
Sales and marketing stock compensation		41		115		-			156
Sales and marketing wages		616		1,088		-			1,704
Marketing spend		952		352		-			1,304
Rent		44		12		-			56
Unallocated sales and marketing stock compensation		-		-		42	⁽³⁾		42
Unallocated sales and marketing wages		-		-		1,031	⁽³⁾		1,031
Other sales & marketing		-		-		2,032	⁽³⁾		2,032

Total Operating Expenses		3,353		2,382		21,967			27,702

Income (Loss) from Operations		1,099		2,087		(21,800	)		(18,614	)

Other income (expense)		-		-		(36	)		(36	)
Interest expense, net		-		-		(15,253	)⁽⁴⁾		(15,253	)
Change in FMV of warrant liability		-		-		3,130	⁽⁴⁾		3,130

Total Other Income (Expense)		-		-		(12,159	)		(12,159	)

Net Income (Loss) before taxes		1,099		2,087		(33,959	)		(30,773	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	1,099	$	2,087	$	(33,959	)	$	(30,773	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(30,773	)

(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

he following table presents the reportable segments information for the three months ended September 30, 2025:

	DTC			OEM		Other			Total

Net Sales	$	5,038		$	10,679	$	250	⁽¹⁾	$	15,967

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	15,967

Direct material		2,852			6,317		-			9,169
Direct labor		412			510		-			922
Direct overhead and depreciation		510			630		-			1,140

Total Cost of Goods Sold		3,774			7,457		-			11,231

Gross profit		1,264			3,222		250			4,736

Operating Expenses
Research & development		-			-		585	⁽²⁾		585
Sales tax adjustment		50			-		-			50
Credit card & amazon transaction fees		125			-		-			125
Other general & administrative		-			-		5,125	⁽³⁾		5,125
Shipping		628			242		-			870
Sales and marketing stock compensation		11			29		-			40
Sales and marketing wages		176			277		-			453
Marketing spend		569			56		-			625
Rent		14			4		-			18
Unallocated sales and marketing stock compensation		-			-		15	⁽⁴⁾		15
Unallocated sales and marketing wages		-			-		409	⁽⁴⁾		409
Other sales & marketing		-			-		199	⁽⁴⁾		199

Total Operating Expenses		1,573			608		6,333			8,514

Loss from operations		(309	)		2,614		(6,083	)		(3,778	)

Interest expense, net		-			-		(6,409	)⁽⁵⁾		(6,409	)
Change in FMV of warrant liability		-			-		(883	)		(883	)

Total Other Income (Expense)		-			-		(7,292	)		(7,292	)

Net Loss Before Taxes		(309	)		2,614		(13,375	)		(11,070	)

Income Tax Benefit		-			-		-			-

Net Income (Loss)	$	(309	)	$	2,614	$	(13,375	)	$	(11,070	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(11,070	)

(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 September 30, 2024:

	DTC			OEM		Other			Total

Net Sales	$	5,153		$	7,400	$	167		$	12,720

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	12,720

Direct material		3,348			4,986		-			8,334
Direct labor		338			433		-			771
Direct overhead and depreciation		327			418		-			745

Total Cost of Goods Sold		4,013			5,837		-			9,850

Gross profit		1,140			1,563		167			2,870

Operating Expenses
Research & development		-			-		1,631	⁽¹⁾		1,631
Sales tax adjustment		31			-		-			31
Credit card & amazon transaction fees		118			-		-			118
Other general & administrative		-			-		4,212	⁽²⁾		4,212
Shipping		493			254		-			747
Sales and marketing stock compensation		12			42		-			54
Sales and marketing wages		200			350		-			550
Marketing spend		324			115		-			439
Rent		15			4		-			19
Unallocated sales and marketing stock compensation		-			-		17	⁽³⁾		17
Unallocated sales and marketing wages		-			-		374	⁽³⁾		374
Other sales & marketing		-			-		704	⁽³⁾		704

Total Operating Expenses		1,193			765		6,938			8,896

Loss from Operations		(53	)		798		(6,771	)		(6,026	)
Income (Loss) from Operations		(53	)		798		(6,771	)		(6,026	)

Other income (expense)		-			-		(13	)		(13	)
Interest expense, net		-			-		(5,615	)⁽⁴⁾		(5,615	)
Change in FMV of warrant liability		-			-		4,875	⁽⁴⁾		4,875

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

Net Loss before taxes		(53	)		798		(7,524	)		(6,779	)
Net Income (Loss) before taxes		(53	)		798		(7,524	)		(6,779	)

Income Tax Benefit		-			-		-			-

Net Income (Loss)	$	(53	)	$	798	$	(7,524	)	$	(6,779	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(6,779	)

(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 ROLL FORWARD OF LIABILITY CLASSIFIED WARRANTS (Details) - shares	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Private Warrants [Member]
LiabilityWarrantsLineItems [Line Items]
Warrants Outstanding, Beginning	166,821	166,821
Exercise of warrants
Warrants issued
Warrants Outstanding, Ending	166,821	166,821
Term Loan Warrants [Member]
LiabilityWarrantsLineItems [Line Items]
Warrants Outstanding, Beginning	1,412,147	209,391
Exercise of warrants
Warrants issued	330,000	852,283
Warrants Outstanding, Ending	1,742,147	1,061,674
Investor Warrants [Member]
LiabilityWarrantsLineItems [Line Items]
Warrants Outstanding, Beginning	1,236,878	1,236,878
Exercise of warrants
Warrants issued
Warrants Outstanding, Ending	1,236,878	1,236,878

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Cash flows from Operating Activities
Net Loss	$ (11,070)	$ (6,797)	$ (6,779)	$ (10,367)	$ (24,901)	$ (30,773)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Stock based compensation	168		256		578	759
Amortization of debt discount					5,240	4,490
Change in fair market value of warrant liability	883		(4,875)		(4,624)	(3,130)
Non-cash interest expense (paid-in kind)					11,233	6,590
Provision for credit losses					87	40
Depreciation and amortization					1,810	991
Amortization of right of use of assets					1,948	1,585
Loss on disposal of property and equipment					156
Loss on impairment of right-of-use assets					454
Changes in Assets and Liabilities
Accounts receivable					(2,463)	(2,128)
Inventory					(1,002)	14,765
Prepaid expenses					(43)	38
Prepaid inventory					125	(365)
Other current assets					61	(635)
Other assets					(6)	(445)
Income taxes payable					(4)	174
Accounts payable and accrued expenses					3,780	(969)
Operating lease liabilities					(2,160)	(661)
Accrued tariffs					(324)	168
Accrued settlement					(375)
Deferred revenue					(750)	4,833
Customer deposits					(65)	(12)
Total Adjustments					13,656	26,088
Net Cash Used in Operating Activities					(11,245)	(4,685)
Cash Flows From Investing Activities
Purchase of property and equipment					(1,808)	(1,691)
Net Cash Used in Investing Activities					(1,808)	(1,691)
Cash Flows From Financing Activities
Proceeds from public offering (ATM), net					63	1,705
Proceeds from public offering, net					4,684
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						4
Principal payment on finance leases					(35)	(27)
Net Cash Provided by Financing Activities					12,042	1,682
Net Change in cash and cash equivalents					(1,011)	(4,694)
Cash and cash equivalents - beginning of period		$ 4,849		$ 12,713	4,849	12,713	$ 12,713
Cash and cash equivalents - end of period	$ 3,838		$ 8,019		3,838	8,019	$ 4,849
Supplemental Disclosures of Cash Flow Information:
Cash paid for income taxes					4
Cash paid for interest					4	4,782
Supplemental Non-Cash Items
Purchases of property and equipment, not yet paid					16	2,460
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	6,381
Conversion of preferred stock to common stock					7,330
Settlement of accrued liability for employee stock purchase plan					73	112
Reclassification of assets held for sale to machinery and equipment					$ 644

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 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

COMMON STOCK (Tables)

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE

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

	September 30, 2025		September 30, 2024
Options issued and outstanding		137,522		194,299
Common stock outstanding		61,742,104		6,974,220
Warrants outstanding		4,256,156		3,575,678
Earnout shares		2,777,778		2,777,778
Shares available for future issuance		1,168,204		928,881
Total		70,081,764		14,450,856

SCHEDULE OF POTENTIAL SHARES OF COMMON STOCK EXCLUDED FROM DILUTED NET LOSS PER SHARE (Details) - shares	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	4,562,839	3,782,130
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	4,256,156	3,575,678
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	169,161	12,153
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	137,522	194,299

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Note 13 - SUBSEQUENT EVENTS

On October 6, 2025, the Company entered into the First Offering Underwriting Agreement with Canaccord, as representative of the First Offering Underwriters, relating to the First October 2025 Offering of 20,000,000 shares of common stock, at a price to the public of $1.25 per share. Pursuant to the terms of the First Offering Underwriting Agreement, the Company granted to the First Offering Underwriters a 30-day option to purchase up to an additional 3,000,000 shares of common stock in the First October 2025 Offering at the public price which the First Offering Underwriters exercised. On October 7, 2025, the Company completed the First October 2025 Offering of 23,000,000 shares of common stock raising gross proceeds of approximately $27,025 and net proceeds of $26,925 after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

On October 15, 2025 at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) increasing the number of shares available for issuance under the 2022 Plan by 9,000,000 shares. The Plan Amendment became effective following its approval by the Company’s stockholders.

On October 16, 2025, the Company entered into the Second Offering Underwriting Agreement with Canaccord, as representative of the Second Offering Underwriters, relating to the Second October 2025 Offering of (i) 36,000,000 shares of common stock, at a price to the public of $1.35 per share and (ii) pre-funded warrants to purchase up to 5,000,000 shares of common stock at a price to the public of $1.3499 per pre-funded warrant. On October 17, 2025, the Company completed the Second October 2025 Offering raising gross proceeds of approximately $52,028 and net proceeds of $51,928 after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

On October 20, 2025, the Company entered into the Sixth Amendment to the Term Loan Agreement to, among other matters, (i) adjust the fixed interest rate of the remaining outstanding principal amount under the Term Loan Agreement to a fixed interest rate of 12% per annum, payable monthly commencing December 31, 2025 that will mature in October 2027, and (ii) waive any applicable financial covenants (except for a financial covenant requiring the Company to maintain cash and cash equivalents equal to or greater than $5,000) through December 31, 2026. In connection with the Sixth Amendment, (i) the Company made a prepayment of $45,000 of outstanding indebtedness under the Term Loan Agreement from the net proceeds from the Second October 2025 Offering, (ii) the lenders forgave the repayment of $5,000 of the outstanding principal under the Term Loan Agreement, (iii) the Company paid a fee to the lenders equal to approximately $450 in cash and $450 added to principal outstanding amount of the loan under the Term Loan Agreement; and (iv) the Company agreed to issue 25,000 shares of newly created Series B Preferred Stock of the Company in exchange for $25,000 outstanding principal amount of the Term Loan.

After the prepayments made as part of the First Offering in the amount of $4,000 and the effects of the Sixth Amendment to the Term Loan Agreement, the remaining debt is $18,612.

DRAGONFLY ENERGY HOLDINGS CORP.

On November 4, 2025, the Company and the lenders entered into the Exchange Agreement pursuant to which the Company issued 25,000 shares of newly created Series B Preferred Stock in exchange for $25,000 outstanding principal amount of the Term Loan.

On November 4, 2025, the Company filed a Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series B Convertible Preferred Stock of the Company (the “Series B Certificate of Designation”) with the Secretary of State of the State of Nevada to establish the rights, privileges, preferences, and restrictions of the Series B Preferred Stock. As set forth in the Certificate of Designation, the Company designated 25,000 shares of preferred stock as Series B Preferred Stock with a stated value of $1,000 per share.

On November 4, 2025, the Company issued 25,000 shares of Series B Preferred Stock to the lenders pursuant to the Exchange Agreement. The Series B Preferred Stock (i) is convertible into shares of common stock at the option of the lenders at a conversion price of $3.15 per share, or an aggregate of 7,936,508 shares of common stock, (ii) has a dividend of 8% per annum payable quarterly in cash and (iii) has a dividend of 2% per annum payable quarterly in kind (“PIK Dividends”), which includes the aggregate amount of all paid PIK Dividends and any accrued and unpaid PIK Dividends on the applicable dividend date. In addition, the Company has a right to redeem any outstanding shares of the Series B Preferred Stock at its option at the greater of (i) the stated value plus any accrued and unpaid dividends and (ii) the as-converted value of the shares of common stock underlying the Series B Preferred Stock at the time of redemption (the “Optional Redemption Price”). The lenders have also agreed not to convert any shares of the Series B Preferred Stock for a period of six months following the issuance of the Series B Preferred Stock. In connection with any future equity offerings, the Company will be required to use 50% of the net proceeds from such offering to redeem outstanding shares of the Series B Preferred Stock at the Optional Redemption Price. In the event the Company has not redeemed the outstanding shares of Series B Preferred Stock by October 7, 2027 or upon the occurrence of a Non-Payment Event (as defined in the Series B Certificate of Designation), the holders will have the right to require the Company to redeem the Series B Preferred Stock at the Optional Redemption Price.

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares			9 Months Ended
	Apr. 12, 2024	Feb. 05, 2024	Sep. 30, 2025
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			$ 4.52
Number of Shares, Granted and unvested	92,923	24,447	4,667
Weighted-Average Fair Market Value, Granted and unvested			$ 0.87
Number of Shares, Forfeited			(61,286)
Weighted-Average Fair Market Value, Forfeited			$ 4.32
Number of Shares, Vested		(11,111)	(108,971)
Weighted-Average Fair Market Value, Vested			$ 4.44
Number of Shares, Unvested shares ending balance			169,161
Weighted-Average Fair Market Value, Unvested shares ending balance			$ 4.55

RELATED PARTY

9 Months Ended

Sep. 30, 2025

RELATED PARTY

Note 7 - 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.

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
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-Paragraph 5
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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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

Commitments and Contingencies Disclosure [Abstract]

INVENTORY (Tables)

9 Months Ended

Sep. 30, 2025

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORY

Inventory consists of the following:

SCHEDULE OF INVENTORY

	September 30, 2025		December 31, 2024
Raw material	$	20,053	$	18,776
Finished goods		2,665		2,940
Total inventory	$	22,718	$	21,716

SCHEDULE OF BREAKOUT OF FINANCE LEASES (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Finance lease right-of-use assets	$ 94	$ 121
Short-term finance lease liabilities	42	47
Long-term finance lease liabilities	33	63
Total finance lease liabilities	$ 75	$ 110
Weighted average remaining lease term	2 years 3 months 3 days	2 years 9 months 10 days
Weighted average discount rate	5.20%	5.20%

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2025

SCHEDULE OF BREAKOUT OF OPERATING LEASES

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

	September 30, 2025			December 31, 2024
Operating lease right-of-use assets	$	17,977		$	19,737
Short-term operating lease liabilities		2,868			2,926
Long-term operating lease liabilities		21,128			22,588
Total operating lease liabilities	$	23,996		$	25,514
Weighted average remaining lease term		7.94 years			8.46 years
Weighted average discount rate		7.94	%		7.86	%

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES

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

Fiscal Years Ending
December 31, 2025⁽¹⁾		1,208
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		33,002
Less imputed interest		9,006
Total operating lease liabilities	$	23,996

⁽¹⁾

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

SCHEDULE OF LEASE COST

Lease cost	Classification	2025		2024		2025		2024
		For The Three Months Ended September 30,				For The Nine Months Ended September 30,
Lease cost	Classification	2025		2024		2025		2024
Operating lease cost	Cost of goods sold	$	622	$	310	$	1,859	$	1,001
Operating lease cost	Research and development		21		204		98		357
Operating lease cost	General and administration		1,190		676		2,731		1,708
Operating lease cost	Selling and marketing		13		11		39		34
Total lease cost		$	1,846	$	1,201	$	4,727	$	3,100

SCHEDULE OF BREAKOUT OF FINANCE LEASES

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

SCHEDULE OF BREAKOUT OF FINANCE LEASES

	September 30, 2025			December 31, 2024
Finance lease right-of-use assets	$	94		$	121
Short-term finance lease liabilities		42			47
Long-term finance lease liabilities		33			63
Total finance lease liabilities	$	75		$	110
Weighted average remaining lease term		2.26 years			2.78 years
Weighted average discount rate		5.2	%		5.2	%

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES

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

Fiscal Years Ending
December 31, 2025⁽¹⁾		13
December 31, 2026		37
December 31, 2027		18
December 31, 2028		9
December 31, 2029		3
Total lease payments		80
Less imputed interest		5
Total financing lease liabilities	$	75

⁽¹⁾

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

RELATED PARTY (Details Narrative) - USD ($) $ in Thousands	Apr. 12, 2024	Feb. 27, 2024	Jan. 26, 2024
Chief Executive Officer [Member]
Short-Term Debt [Line Items]
Cash and equity awards compensation	$ 1,532
Chief Revenue Officer [Member]
Short-Term Debt [Line Items]
Cash and equity awards compensation	490
Chief Marketing Officer [Member]
Short-Term Debt [Line Items]
Cash and equity awards compensation	$ 236
January Note [Member]
Short-Term Debt [Line Items]
Promissory note			$ 1,000
Loan fee amount			$ 50
February Note [Member]
Short-Term Debt [Line Items]
Promissory note		$ 1,700
Loan fee amount		$ 85

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION

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		(3,098	)		42.79		42.79		-		-
Options expired		(28,189	)		29.34		29.34		-		-
Options exercised		-			-		-		-		-
Balances, September 30, 2025		137,522		$	24.90	$	24.90		5.79	$	-

At September 30, 2025
Vested and Exercisable		134,298			24.54				5.77	$	-
Vested and expected to vest		137,522			24.90				5.79	$	-

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

The following table presents the RSU activity for the nine months ended September 30, 2025:

	Number of Shares			Weighted- Average Fair Market Value

Unvested shares, January 1, 2025		334,751		$	4.52
Granted and unvested		4,667			0.87
Forfeited		(61,286	)		4.32
Vested		(108,971	)		4.44
Unvested shares, September 30, 2025		169,161		$	4.55

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Principles of consolidation

Principles of consolidation

Basis of presentation

Basis of presentation

Going Concern

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)

Inventory

Inventory

Assets Held for Sale

Assets Held for Sale

Use of Estimates

Use of Estimates

Revenue Recognition

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)

Revenue Recognition (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 Nine Months Ended
	September 30,				September 30,
Sales	2025		2024		2025		2024
Direct to customer		5,038		5,153		16,001		16,890
Original equipment manufacture		10,679		7,400		28,820		21,376
License fee revenue		250		167		750		167
Total	$	15,967	$	12,720	$	45,571	$	38,433

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)

Product Warranty

Product Warranty

The following table reflects the activity in the Company’s warranty obligation for the nine months ended September 30, 2025:

SCHEDULE OF WARRANTY OBLIGATION


Beginning warranty obligation-		514
Provision of warranty expense		403
Settlement of warranty claims		(149	)
Ending warranty obligation	$	768

Concentrations

Concentrations

As of September 30, 2025, receivables from Customer A comprised approximately 52% of accounts receivable. There are no other significant accounts receivable concentration.

As of September 30, 2025, payables to Vendor A, Vendor B, and Vendor C comprised approximately 24%, 11%, and 20%, respectively, of accounts payables.

Stock-Based Compensation

Stock-Based Compensation

Income Taxes

Income Taxes

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)

Net Loss per Common Share

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
	September 30,
	2025		2024
Warrants		4,256,156		3,575,678
Restricted stock units		169,161		12,153
Options		137,522		194,299
Weighted average number of common shares-basic		4,562,839		3,782,130

Reclassification

Reclassification

Segment Reporting

Segment Reporting

Recently issued accounting pronouncements

Recently issued accounting pronouncements

SCHEDULE OF ROLL FORWARD OF PRIVATE PLACEMENT CONVERTIBLE PREFERRED WARRANTS (Details) - shares	3 Months Ended			9 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2025
Number of Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding, Beginning		20
Exercise of warrants
Warrants issued			20
Cancellation of warrants		(20)
Warrants Outstanding, Ending			20
Preferred Shares Underlying Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding, Beginning		4,000
Exercise of warrants
Warrants issued			4,000
Cancellation of warrants		(4,000)
Warrants Outstanding, Ending			4,000
Common Shares Underlying Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding, Beginning		48,000,000
Exercise of warrants
Warrants issued			48,000,000
Cancellation of warrants		(48,000,000)
Warrants Outstanding, Ending			48,000,000

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Note 3 - FAIR VALUE MEASUREMENTS

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

	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	As of September 30, 2025
Liabilities
Warrant liability- Term Loan	$	1,028	$	1,028	$	-	$	1,028	$	-
Warrant liability- June Public Offering		177		177		-		177		-
Total liabilities	$	1,205	$	1,205	$	-	$	1,205	$	-

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 September 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 September 30, 2025 and December 31, 2024 because of the relatively short maturity of these instruments.

The carrying value of the term loan as of September 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 nine months ended September 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
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, Beginning balance	$	5,502		$	5,491
Warrant Issued		1,585			-
Change in fair value, loss included in net loss⁽¹⁾		(2,070	)		(2,805	)
Fair value as of September 30, 2024	$	5,017		$	2,686
Fair value, Ending balance	$	5,017		$	2,686

⁽¹⁾Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations

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
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
-Paragraph 100
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (c)(3)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]
Number of Options, Beginning balance	168,809
Weighted- Average Exercise Price, Beginning balance	$ 25.97
Weighted- Average Grant Date Fair Value, Beginning balance	$ 25.97
Weighted- Average Remaining Contractual Life (in years)	5 years 9 months 14 days	6 years 6 months
Aggregate Intrinsic value, Beginning balance
Number of Options granted
Weighted- Average Exercise Price, granted
Weighted- Average Grant Date Fair Value, granted
Aggregate Intrinsic value, granted
Number of Options forfeited	(3,098)
Weighted- Average Exercise Price, forfeited	$ 42.79
Weighted- Average Grant Date Fair Value, forfeited	$ 42.79
Aggregate Intrinsic value, forfeited
Number of Options expired	(28,189)
Weighted- Average Exercise Price, expired	$ 29.34
Weighted- Average Grant Date Fair Value, expired	$ 29.34
Aggregate Intrinsic value, expired
Number of Options exercised
Weighted- Average Exercise Price, exercised
Weighted- Average Grant Date Fair Value, exercised
Aggregate Intrinsic value, exercised
Number of Options, Ending balance	137,522	168,809
Weighted- Average Exercise Price, Ending balance	$ 24.90	$ 25.97
Weighted- Average Grant Date Fair Value, Ending balance	$ 24.90	$ 25.97
Aggregate Intrinsic value, Ending balance
Number of Options, Balance at the beginning	134,298
Weighted- Average Exercise Price - Balances at the beginning	$ 24.54
Weighted- Average Remaining Contractual Life (in years), Vested and Exercisable	5 years 9 months 7 days
Aggregate Intrinsic value, Vested and Exercisable
Number of Options, Balance at the beginning	137,522
Weighted- Average Exercise Price - Balances at the beginning	$ 24.90
Weighted- Average Remaining Contractual Life (in years), Vested and expected to vest	5 years 9 months 14 days
Aggregate Intrinsic value, Vested and expected to vest

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands							1 Months Ended
	Nov. 04, 2025	Oct. 20, 2025	Oct. 17, 2025	Oct. 16, 2025	Oct. 07, 2025	Oct. 06, 2025	Feb. 28, 2025	Oct. 15, 2025	Sep. 30, 2025	Dec. 31, 2024	Apr. 01, 2024
Subsequent Event [Line Items]
Net proceeds from offering							$ 3,180
Term loan interest rate											14.00%
Cash and cash equivalents									$ 5,000
Amount added to principal											$ 30,846
Preferred stock, shares designated									4,995,000	4,995,000
Preferred stock, stated value									$ 0.0001	$ 0.0001
Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, shares designated	25,000
Preferred stock, stated value	$ 1,000
Subsequent Event [Member] \| Term Loan Agreement [Member]
Subsequent Event [Line Items]
Cash fee		450
Amount added to principal		$ 450
Debt principal amount exchanged		25,000
Prepayment of debt		4,000
Remaining debt		$ 18,612
Subsequent Event [Member] \| Term Loan Agreement [Member] \| Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Shares issued upon debt exchange		25,000
Subsequent Event [Member] \| Term Loan Agreement [Member] \| Sixth Amendment [Member]
Subsequent Event [Line Items]
Term loan interest rate		12.00%
Term loan maturity period		October 2027
Cash and cash equivalents		$ 5,000
Prepayment of outstanding indebtedness		45,000
Term loan forgiven		$ 5,000
Subsequent Event [Member] \| Exchange Agreement [Member]
Subsequent Event [Line Items]
Debt principal amount exchanged	$ 25,000
Subsequent Event [Member] \| Exchange Agreement [Member] \| Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Shares issued upon debt exchange	25,000
Conversion price of preferred stock	$ 3.15
Number of common shares issuable upon conversion	7,936,508
Preferred stock, cash dividend rate	8.00%
Preferred stock, PIK dividend rate	2.00%
Subsequent Event [Member] \| 2022 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Number of shares available for issuance								9,000,000
Subsequent Event [Member] \| First October 2025 Offering [Member]
Subsequent Event [Line Items]
Number of shares issued					23,000,000	20,000,000
Share price per share						$ 1.25
Gross proceeds from offering					$ 27,025
Net proceeds from offering					$ 26,925
Subsequent Event [Member] \| First October 2025 Offering [Member] \| Underwriters [Member]
Subsequent Event [Line Items]
Number of shares issued						3,000,000
Subsequent Event [Member] \| Second October 2025 Offering [Member]
Subsequent Event [Line Items]
Number of shares issued				36,000,000
Share price per share				$ 1.35
Gross proceeds from offering			$ 52,028
Net proceeds from offering			$ 51,928
Warrants to purchase common stock				5,000,000
Warrants price per share				$ 1.3499

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 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 September 30, 2025:

	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	As of September 30, 2025
Liabilities
Warrant liability- Term Loan	$	1,028	$	1,028	$	-	$	1,028	$	-
Warrant liability- June Public Offering		177		177		-		177		-
Total liabilities	$	1,205	$	1,205	$	-	$	1,205	$	-

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

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 nine months ended September 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
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, Beginning balance	$	5,502		$	5,491
Warrant Issued		1,585			-
Change in fair value, loss included in net loss⁽¹⁾		(2,070	)		(2,805	)
Fair value as of September 30, 2024	$	5,017		$	2,686
Fair value, Ending balance	$	5,017		$	2,686

⁽¹⁾Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations

SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Loss Contingencies [Line Items]
Total lease cost	$ 1,846	$ 1,201	$ 4,727	$ 3,100
Cost of Sales [Member]
Loss Contingencies [Line Items]
Total lease cost	622	310	1,859	1,001
Research and Development Expense [Member]
Loss Contingencies [Line Items]
Total lease cost	21	204	98	357
General and Administrative Expense [Member]
Loss Contingencies [Line Items]
Total lease cost	1,190	676	2,731	1,708
Selling and Marketing Expense [Member]
Loss Contingencies [Line Items]
Total lease cost	$ 13	$ 11	$ 39	$ 34

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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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 4
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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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-URI https://asc.fasb.org/1943274/2147482395/460-10-55-27

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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-URI https://asc.fasb.org/1943274/2147483076/450-20-50-1

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 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 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:

	September 30, 2025			December 31, 2024
Operating lease right-of-use assets	$	17,977		$	19,737
Short-term operating lease liabilities		2,868			2,926
Long-term operating lease liabilities		21,128			22,588
Total operating lease liabilities	$	23,996		$	25,514
Weighted average remaining lease term		7.94 years			8.46 years
Weighted average discount rate		7.94	%		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 September 30, 2025, the future minimum lease payments under these operating leases are as follows:

Fiscal Years Ending
December 31, 2025⁽¹⁾		1,208
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		33,002
Less imputed interest		9,006
Total operating lease liabilities	$	23,996

⁽¹⁾

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

During the three and nine months ended September 30, 2025, the Company recorded a non-cash impairment of a right-of-use asset of $453 within operating expenses.

SCHEDULE OF LEASE COST

Lease cost	Classification	2025		2024		2025		2024
		For The Three Months Ended September 30,				For The Nine Months Ended September 30,
Lease cost	Classification	2025		2024		2025		2024
Operating lease cost	Cost of goods sold	$	622	$	310	$	1,859	$	1,001
Operating lease cost	Research and development		21		204		98		357
Operating lease cost	General and administration		1,190		676		2,731		1,708
Operating lease cost	Selling and marketing		13		11		39		34
Total lease cost		$	1,846	$	1,201	$	4,727	$	3,100

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:

SCHEDULE OF BREAKOUT OF FINANCE LEASES

	September 30, 2025			December 31, 2024
Finance lease right-of-use assets	$	94		$	121
Short-term finance lease liabilities		42			47
Long-term finance lease liabilities		33			63
Total finance lease liabilities	$	75		$	110
Weighted average remaining lease term		2.26 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 September 30, 2025, the future minimum lease payments under these financing leases are as follows:

Fiscal Years Ending
December 31, 2025⁽¹⁾		13
December 31, 2026		37
December 31, 2027		18
December 31, 2028		9
December 31, 2029		3
Total lease payments		80
Less imputed interest		5
Total financing lease liabilities	$	75

⁽¹⁾

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

Other Contingencies

In March 2025, the Company agreed to pay LithiumHub a total of $2,500, of which approximately $562 is payable in 2025 and approximately $1,938 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 September 30, 2025, the Company recorded an accrued settlement liability of $2,125 which is entirely classified as current. On October 22, 2025, the Company paid in full the $2,125 settlement amount.

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

Sep. 30, 2025

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

December 31, 2025

^[1]

$ 1,208

4,528

3,746

3,860

3,614

16,046

33,002

Less imputed interest

9,006

Total operating lease liabilities

$ 23,996

$ 25,514

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

WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2025	Jun. 23, 2025	Feb. 28, 2025	Feb. 26, 2025
Series A Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock		4,000	4,000
Warrants exercise price		$ 10,000
Conversion price	$ 0.144		$ 2.332
February 2025 Penny Warrants [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock				330,000
Warrants exercise price				$ 0.01
Warrants term				10 years
Private Placement Convertible Preferred Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock			200
Warrants exercise price			$ 10,000
Shares issued			20
Conversion price			$ 0.424
Fair value of derivative liability			$ 120

SCHEDULE OF BREAKOUT OF OPERATING LEASES (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Operating lease right-of-use assets	$ 17,977	$ 19,737
Short-term operating lease liabilities	2,868	2,926
Long-term operating lease liabilities	21,128	22,588
Total operating lease liabilities	$ 23,996	$ 25,514
Weighted average remaining lease term	7 years 11 months 8 days	8 years 5 months 15 days
Weighted average discount rate	7.94%	7.86%

SCHEDULE OF FUTURE DEBT MATURITIES (Details) $ in Thousands	Sep. 30, 2025 USD ($)
Debt Disclosure [Abstract]
2025
2026	2,813
2027	98,429
Total debt	101,242
Less: Estimated interest paid-in-kind	(4,095)
Total debt	97,147
Less: Unamortized debt discount costs	(51,724)
Total carrying amount	45,423
Less: Current portion of debt	(877)
Total long-term debt	$ 44,546

REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended	9 Months Ended
	Jul. 20, 2025	Apr. 28, 2025	Feb. 28, 2025	Jun. 30, 2025	Sep. 30, 2025	Sep. 30, 2024	Jun. 23, 2025	Dec. 31, 2024
Class of Stock [Line Items]
Net proceeds			$ 3,180
Net proceeds from conversion of preferred stock					$ 7,330
Preferred stock, shares outstanding					0			0
Release Agreement [Member]
Class of Stock [Line Items]
Common stock, shares issued	2,100,000
Private Placement Convertible Preferred Warrants [Member]
Class of Stock [Line Items]
Warrant issued			20
Sale of stock			20
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares converted					800
Common stock, shares issued					32,314,615
Net proceeds from conversion of preferred stock					$ 7,330
Preferred stock, shares outstanding				133
Floor conversion price				$ 0.424
Shares issuable upon conversion				3,198,113
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued			170
Floor conversion price			$ 2.332	$ 0.144
Warrant issued			4,000				4,000
Share price			$ 10,000
Floor price			0.424
Sale of stock			350
Shares issuable upon conversion				9,407,670
Redeemable preferred stock, shares outstanding					0			0
Series A Preferred Stock [Member] \| Purchase Agreement [Member]
Class of Stock [Line Items]
Share price		$ 10,000
Floor conversion price		$ 0.594
Floor price		0.10902
Redeemable Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares converted					32,314,615
Redeemable preferred stock, shares outstanding					0
Investor [Member] \| Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued			180
Share price			$ 10,000
Floor conversion price			$ 2.332
Investor [Member] \| Series A Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued		450
Net proceeds from private placements				$ 4,150

SCHEDULE OF ROLL-FORWARD OF EQUITY WARRANTS (Details) - shares	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Public Warrants [Member]
EquityWarrantsLineItems [Line Items]
Warrants Outstanding, Beginning	1,046,948	1,046,948
Exercise of warrants
Warrants issued
Warrants Outstanding, Ending	1,046,948	1,046,948
Underwriters Warrants [Member]
EquityWarrantsLineItems [Line Items]
Warrants Outstanding, Beginning	63,362	63,362
Exercise of warrants
Warrants issued
Warrants Outstanding, Ending	63,362	63,362

REPORTABLE SEGMENTS

9 Months Ended

Sep. 30, 2025

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

Note 12 - 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 12 - Reportable Segments (continued)

The following table presents the reportable segments information for the nine months ended September 30, 2025:

	DTC			OEM		Other			Total

Net Sales	$	16,001		$	28,820	$	750	⁽¹⁾	$	45,571

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	45,571

Direct material		9,340			17,070		-			26,410
Direct labor		1,104			1,497		-			2,601
Direct overhead and depreciation		1,395			1,896		-			3,291

Total Cost of Goods Sold		11,839			20,463		-			32,302

Gross profit		4,162			8,357		750			13,269

Operating Expenses
Research & development		-			-		2,277	⁽²⁾		2,277
Sales tax adjustment		2			-		-			2
Credit card & amazon transaction fees		383			-		-			383
Other general & administrative		-			-		15,890	⁽³⁾		15,890
Shipping		1,439			821		-			2,260
Sales and marketing stock compensation		29			104		-			133
Sales and marketing wages		550			943		-			1,493
Marketing spend		1,892			175		-			2,067
Rent		42			13		-			55
Unallocated sales and marketing stock compensation		-			-		46	⁽⁴⁾		46
Unallocated sales and marketing wages		-			-		1,033	⁽⁴⁾		1,033
Other sales & marketing		-			-		603	⁽⁴⁾		603

Total Operating Expenses		4,337			2,056		19,849			26,242

Loss from operations		(175	)		6,301		(19,099	)		(12,973	)

Interest expense, net		-			-		(16,552	)⁽⁵⁾		(16,552	)
Change in FMV of warrant liability		-			-		4,624			4,624

Total Other Income (Expense)		-			-		(11,928	)		(11,928	)

Net Loss Before Taxes		(175	)		6,301		(31,027	)		(24,901	)

Income Tax Benefit		-			-		-			-

Net Income (Loss)	$	(175	)	$	6,301	$	(31,027	)	$	(24,901	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(24,901	)

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - 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 nine months ended September 30, 2025.

Revenues from one customer of the Company’s OEM segment represent approximately $13,021, or 29%, of the Company’s consolidated revenues for the nine months ended September 30, 2025.

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - Reportable Segments (continued)

The following table presents the reportable segments information for the nine months ended September 30, 2024:

	DTC		OEM		Other			Total

Net Sales	$	16,890	$	21,376	$	167		$	38,433

Reconciliation of Net Sales
Reconciling items									-
Consolidated Net Sales								$	38,433

Direct material		10,104		13,896		-			24,000
Direct labor		1,069		1,379		-			2,448
Direct overhead and depreciation		1,265		1,632		-			2,897

Total Cost of Goods Sold		12,438		16,907		-			29,345

Gross profit		4,452		4,469		167			9,088

Operating Expenses
Research & development		-		-		4,495	⁽¹⁾		4,495
Sales tax adjustment		91		-		-			91
Credit card & amazon transaction fees		420		-		-			420
Other general & administrative		-		-		14,367	⁽²⁾		14,367
Shipping		1,189		815		-			2,004
Sales and marketing stock compensation		41		115		-			156
Sales and marketing wages		616		1,088		-			1,704
Marketing spend		952		352		-			1,304
Rent		44		12		-			56
Unallocated sales and marketing stock compensation		-		-		42	⁽³⁾		42
Unallocated sales and marketing wages		-		-		1,031	⁽³⁾		1,031
Other sales & marketing		-		-		2,032	⁽³⁾		2,032

Total Operating Expenses		3,353		2,382		21,967			27,702

Income (Loss) from Operations		1,099		2,087		(21,800	)		(18,614	)

Other income (expense)		-		-		(36	)		(36	)
Interest expense, net		-		-		(15,253	)⁽⁴⁾		(15,253	)
Change in FMV of warrant liability		-		-		3,130	⁽⁴⁾		3,130

Total Other Income (Expense)		-		-		(12,159	)		(12,159	)

Net Income (Loss) before taxes		1,099		2,087		(33,959	)		(30,773	)

Income Tax Benefit		-		-		-			-

Net Income (Loss)	$	1,099	$	2,087	$	(33,959	)	$	(30,773	)

Reconciliation of net loss
Reconciling items									-
Consolidated net loss								$	(30,773	)

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - 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 nine months ended September 30, 2024.

Revenues from one customer of the Company’s OEM segment represent approximately $5,534, or 15%, of the Company’s consolidated revenues for the nine months ended September 30, 2024.

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - Reportable Segments (continued)

he following table presents the reportable segments information for the three months ended September 30, 2025:

	DTC			OEM		Other			Total

Net Sales	$	5,038		$	10,679	$	250	⁽¹⁾	$	15,967

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	15,967

Direct material		2,852			6,317		-			9,169
Direct labor		412			510		-			922
Direct overhead and depreciation		510			630		-			1,140

Total Cost of Goods Sold		3,774			7,457		-			11,231

Gross profit		1,264			3,222		250			4,736

Operating Expenses
Research & development		-			-		585	⁽²⁾		585
Sales tax adjustment		50			-		-			50
Credit card & amazon transaction fees		125			-		-			125
Other general & administrative		-			-		5,125	⁽³⁾		5,125
Shipping		628			242		-			870
Sales and marketing stock compensation		11			29		-			40
Sales and marketing wages		176			277		-			453
Marketing spend		569			56		-			625
Rent		14			4		-			18
Unallocated sales and marketing stock compensation		-			-		15	⁽⁴⁾		15
Unallocated sales and marketing wages		-			-		409	⁽⁴⁾		409
Other sales & marketing		-			-		199	⁽⁴⁾		199

Total Operating Expenses		1,573			608		6,333			8,514

Loss from operations		(309	)		2,614		(6,083	)		(3,778	)

Interest expense, net		-			-		(6,409	)⁽⁵⁾		(6,409	)
Change in FMV of warrant liability		-			-		(883	)		(883	)

Total Other Income (Expense)		-			-		(7,292	)		(7,292	)

Net Loss Before Taxes		(309	)		2,614		(13,375	)		(11,070	)

Income Tax Benefit		-			-		-			-

Net Income (Loss)	$	(309	)	$	2,614	$	(13,375	)	$	(11,070	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(11,070	)

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - 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 September 30, 2025.

Revenues from one customer of the Company’s OEM segment represents approximately $5,575, or 35%, of the Company’s consolidated revenues for the three months ended September 30, 2025.

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - Reportable Segments (continued)

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

	DTC			OEM		Other			Total

Net Sales	$	5,153		$	7,400	$	167		$	12,720

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	12,720

Direct material		3,348			4,986		-			8,334
Direct labor		338			433		-			771
Direct overhead and depreciation		327			418		-			745

Total Cost of Goods Sold		4,013			5,837		-			9,850

Gross profit		1,140			1,563		167			2,870

Operating Expenses
Research & development		-			-		1,631	⁽¹⁾		1,631
Sales tax adjustment		31			-		-			31
Credit card & amazon transaction fees		118			-		-			118
Other general & administrative		-			-		4,212	⁽²⁾		4,212
Shipping		493			254		-			747
Sales and marketing stock compensation		12			42		-			54
Sales and marketing wages		200			350		-			550
Marketing spend		324			115		-			439
Rent		15			4		-			19
Unallocated sales and marketing stock compensation		-			-		17	⁽³⁾		17
Unallocated sales and marketing wages		-			-		374	⁽³⁾		374
Other sales & marketing		-			-		704	⁽³⁾		704

Total Operating Expenses		1,193			765		6,938			8,896

Loss from Operations		(53	)		798		(6,771	)		(6,026	)
Income (Loss) from Operations		(53	)		798		(6,771	)		(6,026	)

Other income (expense)		-			-		(13	)		(13	)
Interest expense, net		-			-		(5,615	)⁽⁴⁾		(5,615	)
Change in FMV of warrant liability		-			-		4,875	⁽⁴⁾		4,875

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

Net Loss before taxes		(53	)		798		(7,524	)		(6,779	)
Net Income (Loss) before taxes		(53	)		798		(7,524	)		(6,779	)

Income Tax Benefit		-			-		-			-

Net Income (Loss)	$	(53	)	$	798	$	(7,524	)	$	(6,779	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(6,779	)

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - 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 September 30, 2024.

Revenues from one customer of the Company’s OEM segment represent approximately $2,007, or 16%, of the Company’s consolidated revenues for the three months ended September 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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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]	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					(30,773)
Balance at Sep. 30, 2024		$ 1	72,014	(72,312)	(297)
Balance, shares at Sep. 30, 2024		6,974,220
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 cost			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
Exercise of stock options, shares		972
Balance at Jun. 30, 2024		$ 1	70,798	(65,533)	5,266
Balance, shares at Jun. 30, 2024		6,818,626
Net loss				(6,779)	(6,779)
Common stock issued in public offering (ATM), net of cost			959		959
Common stock issued in public offering (ATM), net of costs, shares		154,992
Shares issued for vested restricted stock units
Shares issued for vested restricted stock units, shares		342
Stock compensation expense			256		256
Exercise of stock options			1		1
Exercise of stock options, shares		260
Balance at Sep. 30, 2024		$ 1	72,014	(72,312)	(297)
Balance, shares at Sep. 30, 2024		6,974,220
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 cost			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 to common	$ (273)		273		273
Conversion of preferred to common, 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					$ (24,901)
Exercise of stock options, shares
Balance at Sep. 30, 2025		$ 6	85,472	(107,055)	$ (21,577)
Balance, shares at Sep. 30, 2025		61,742,104
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 to common	$ (5,812)	$ 3	5,809		5,812
Conversion of preferred to common, 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
Net loss				(11,070)	(11,070)
Shares issued for vested restricted stock units
Shares issued for vested restricted stock units, shares		17,885
Conversion of preferred to common	$ (1,245)		1,245		1,245
Conversion of preferred to common, shares	(136)	2,317,840
Stock compensation expense			168		168
Common stock issued in public offering, net		$ 2	4,682		4,684
Common stock issued in public offering, net, shares		21,980,000
Balance at Sep. 30, 2025		$ 6	$ 85,472	$ (107,055)	$ (21,577)
Balance, shares at Sep. 30, 2025		61,742,104

SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Disaggregation of Revenue [Line Items]
Total	$ 15,967	$ 12,720	$ 45,571	$ 38,433
Sales Channel, Directly to Consumer [Member]
Disaggregation of Revenue [Line Items]
Total	5,038	5,153	16,001	16,890
Original Equipment Manufacturers [Member]
Disaggregation of Revenue [Line Items]
Total	10,679	7,400	28,820	21,376
License Fee Revenue [Member]
Disaggregation of Revenue [Line Items]
Total	$ 250	$ 167	$ 750	$ 167

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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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (11,070)	$ (7,034)	$ (6,797)	$ (6,779)	$ (13,627)	$ (10,367)	$ (24,901)	$ (30,773)

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

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-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 48: http://www.xbrl.org/2003/role/disclosureRef
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-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

COMMON STOCK

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

COMMON STOCK

Note 10 - COMMON STOCK

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

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

	September 30, 2025		September 30, 2024
Options issued and outstanding		137,522		194,299
Common stock outstanding		61,742,104		6,974,220
Warrants outstanding		4,256,156		3,575,678
Earnout shares		2,777,778		2,777,778
Shares available for future issuance		1,168,204		928,881
Total		70,081,764		14,450,856

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 September 30, 2025. The Company issued 249,488 shares pursuant to the ChEF Equity Facility for aggregate proceeds to the Company of $1,705 from the period of January 1, 2024 through September 30, 2024. In accordance with the anti-dilution provisions of the Penny Warrants with respect to certain sales made by the Company under the ChEF Equity Facility, 20,524 Penny Warrants were issued from the period January 1, 2024 through September 30, 2024. The ChEF Equity Facility expires in December 2025.

July 2025 Public Offering

On July 30, 2025, the Company entered into an underwriting agreement with Canaccord, as representative of the several underwriters named in the certain underwriting agreement, 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 raising proceeds of $4,684 net of offering costs.

October 2025 Public Offering

Refer to Note 13 – Subsequent Events for information regarding the Company’s two October 2025 offerings completed under underwriting agreements with Canaccord, which included the issuance of additional shares of common stock and pre-funded warrants.

The entire disclosure for equity.

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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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 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Organization, Consolidation and Presentation of Financial Statements [Abstract]

STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands									3 Months Ended				9 Months Ended
	May 19, 2025	Apr. 01, 2025	Aug. 26, 2024	Aug. 19, 2024	Jun. 24, 2024	Apr. 24, 2024	Apr. 12, 2024	Feb. 05, 2024	Sep. 30, 2025	Jun. 30, 2025	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Apr. 01, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unissued authorized and available for future awards									1,168,204		928,881		1,168,204	928,881
Share based compensation									$ 168		$ 256		$ 578	$ 759
Consideration										$ 73		$ 112
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation													$ 94
Restricted stock units, granted							92,923	24,447					4,667
Restricted stock units, vested								11,111					108,971
Fair value of restricted stock units granted							$ 376	$ 95
Compensation expense													$ 8	48
Restricted Stock Units (RSUs) [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted							63,045
Restricted Stock Units (RSUs) [Member] \| Chief Revenue Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted							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														59
Restricted stock units, granted							9,712
Restricted Stock Units (RSUs) [Member] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted							148,152
Fair value of restricted stock units granted							$ 600
Compensation expense													102	94
Number of shares authorized for issuance							24,692
Restricted Stock Units (RSUs) [Member] \| Director One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted					2,417
Fair value of restricted stock units granted					$ 19
Compensation expense													4	1
Restricted Stock Units (RSUs) [Member] \| Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted				81,710
Fair value of restricted stock units granted				$ 448
Compensation expense													89	17
Restricted Stock Units (RSUs) [Member] \| Employees One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted			2,223
Fair value of restricted stock units granted			$ 12
Compensation expense													0	0
Restricted Stock Units (RSUs) [Member] \| Employees Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted	889	3,778
Fair value of restricted stock units granted	$ 4	$ 4
Compensation expense													1
Cost of Sales [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation									11		21		45	81
Research and Development Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation									9		35		36	136
Selling and Marketing Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation									55		71		179	198
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation									$ 93		$ 129		$ 318	$ 344
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unissued authorized and available for future awards									273,822				273,822
Outstanding shares percentage													1.00%
Issuance of 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													$ 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									1,168,204		928,881		1,168,204	928,881

NATURE OF BUSINESS

9 Months Ended

Sep. 30, 2025

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands									1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 04, 2025	Oct. 20, 2025	Oct. 17, 2025	Oct. 06, 2025	Jul. 30, 2025	Feb. 28, 2025	Feb. 26, 2025	Jul. 29, 2024	Feb. 28, 2025	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Apr. 01, 2024
Product Information [Line Items]
Cash and cash equivalents										$ 3,838		$ 3,838		$ 4,849
Working capital										$ 8,834		$ 8,834
Debt principal amount															$ 30,846
Preferred stock par value										$ 0.0001		$ 0.0001		$ 0.0001
Net proceeds from conversion of preferred stock												$ 7,330
Minimum cash requirement										$ 5,000		5,000
Net proceeds from offering									$ 3,180
Net increase in cash												91,218
Inventory valuation reserves										300		300		$ 188
Contract liability										252		252		317
Contract liability recognized												314	201	314
Revenue										15,967	$ 12,720	45,571	38,433
Long-term deferred revenue										2,833		2,833		3,583
Warranty obilgation outstanding										768		768		514
Warranty expense										$ 132	$ 114	$ 403	$ 422
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage												52.00%
Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage										35.00%	16.00%	29.00%	15.00%
Accounts Payable [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage												24.00%
Accounts Payable [Member] \| Supplier Concentration Risk [Member] \| Vendor B [Member]
Product Information [Line Items]
Concentration risk, percentage												11.00%
Accounts Payable [Member] \| Supplier Concentration Risk [Member] \| Vendor C [Member]
Product Information [Line Items]
Concentration risk, percentage												20.00%
Total Purchases [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage										18.00%		17.00%
Total Purchases [Member] \| Supplier Concentration Risk [Member] \| Vendor B [Member]
Product Information [Line Items]
Concentration risk, percentage										14.00%	13.00%	10.00%
Total Purchases [Member] \| Supplier Concentration Risk [Member] \| Vendor C [Member]
Product Information [Line Items]
Concentration risk, percentage										12.00%
Total Purchases [Member] \| Supplier Concentration Risk [Member] \| Vendor D [Member]
Product Information [Line Items]
Concentration risk, percentage											16.00%		11.00%
Minimum [Member]
Product Information [Line Items]
Payment term for distributors and OEMs												30 days
Product warranty term										5 years		5 years
Maximum [Member]
Product Information [Line Items]
Payment term for distributors and OEMs												90 days
Product warranty term										10 years		10 years
July 2025 Offering [Member]
Product Information [Line Items]
Proceeds from offering					$ 5,495
Offering costs					$ 811
Number of shares issued					21,980,000
Equity Financings [Member] \| Subsequent Event [Member]
Product Information [Line Items]
Warrants to purchase common stock			5,000,000
Number of shares issued			36,000,000	23,000,000
Net proceeds from offering			$ 51,928	$ 26,925
Series A Convertible Preferred Stock [Member]
Product Information [Line Items]
Gross proceeds from conversion of preferred stock												$ 8,000
Conversion costs												670
Net proceeds from conversion of preferred stock												$ 7,330
Number of shares converted												800
Common stock issued upon conversion												32,314,615
Series B Preferred Stock [Member]
Product Information [Line Items]
Preferred stock par value	$ 1,000
Securities Purchase Agreement [Member] \| Series A Convertible Preferred Stock [Member]
Product Information [Line Items]
Preferred stock par value						$ 0.0001			$ 0.0001
Preferred stock, conversion description						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
Warrants to purchase common stock						20			20
Exchange Agreement [Member] \| Subsequent Event [Member]
Product Information [Line Items]
Debt principal amount exchanged	$ 25,000
Exchange Agreement [Member] \| Series B Preferred Stock [Member] \| Subsequent Event [Member]
Product Information [Line Items]
Shares issued upon debt exchange	25,000
License Agreement [Member]
Product Information [Line Items]
Licensing fee								$ 5,000
License term								5 years
Revenue										$ 250		$ 750
Deferred revenue										3,833		3,833		$ 4,583
Short-term deferred revenue										1,000		1,000
Long-term deferred revenue										2,833		2,833
Senior Secured Term Loan Facility [Member]
Product Information [Line Items]
Debt principal amount										$ 75,000		$ 75,000
Term loan amendment description							the Term Loan was amended on February 26, 2025 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 e Company to maintain cash and cash equivalents equal to or greater than $2,500) through June 30, 2026
Minimum cash requirement							$ 2,500
Senior Secured Term Loan Facility [Member] \| Subsequent Event [Member] \| Sixth Amendment [Member]
Product Information [Line Items]
Term loan prepayment		$ 45,000
Debt cancellation amount		$ 5,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Income Statement [Abstract]
Net Sales	$ 15,967	$ 12,720	$ 45,571	$ 38,433
Cost of Goods Sold	11,231	9,850	32,302	29,345
Gross Profit	4,736	2,870	13,269	9,088
Operating Expenses
Research and development	585	1,631	2,277	4,495
General and administrative	5,299	4,361	16,275	14,878
Selling and marketing	2,630	2,904	7,690	8,329
Total Operating Expenses	8,514	8,896	26,242	27,702
Loss From Operations	(3,778)	(6,026)	(12,973)	(18,614)
Other (Expense) Income
Interest expense, net	(6,409)	(5,615)	(16,552)	(15,253)
Other expense		(13)		(36)
Change in fair market value of warrant liability	(883)	4,875	4,624	3,130
Total Other Expense	(7,292)	(753)	(11,928)	(12,159)
Net Loss Before Taxes	(11,070)	(6,779)	(24,901)	(30,773)
Income Tax Expense (Benefit)
Net Loss	$ (11,070)	$ (6,779)	$ (24,901)	$ (30,773)
Loss Per Common Share- Basic	$ (0.20)	$ (0.98)	$ (0.98)	$ (4.53)
Loss Per Common Share- Diluted	$ (0.20)	$ (0.98)	$ (0.98)	$ (4.53)
Weighted Average Number of Common Shares - Basic	56,156,184	6,925,395	25,383,506	6,788,002
Weighted Average Number of Common Shares - Diluted	56,156,184	6,925,395	25,383,506	6,788,002

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL

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

Sales	2025		2024		2025		2024
	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
Sales	2025		2024		2025		2024
Direct to customer		5,038		5,153		16,001		16,890
Original equipment manufacture		10,679		7,400		28,820		21,376
License fee revenue		250		167		750		167
Total	$	15,967	$	12,720	$	45,571	$	38,433

SCHEDULE OF WARRANTY OBLIGATION

The following table reflects the activity in the Company’s warranty obligation for the nine months ended September 30, 2025:

SCHEDULE OF WARRANTY OBLIGATION


Beginning warranty obligation-		514
Provision of warranty expense		403
Settlement of warranty claims		(149	)
Ending warranty obligation	$	768

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
	September 30,
	2025		2024
Warrants		4,256,156		3,575,678
Restricted stock units		169,161		12,153
Options		137,522		194,299
Weighted average number of common shares-basic		4,562,839		3,782,130

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2025	Nov. 12, 2025
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2025
Document Fiscal Period Focus	Q3
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		120,787,052
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

INVENTORY

9 Months Ended

Sep. 30, 2025

Inventory Disclosure [Abstract]

INVENTORY

Note 4 - INVENTORY

Inventory consists of the following:

SCHEDULE OF INVENTORY

	September 30, 2025		December 31, 2024
Raw material	$	20,053	$	18,776
Finished goods		2,665		2,940
Total inventory	$	22,718	$	21,716

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

LONG TERM DEBT (Tables)

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

SCHEDULE OF FUTURE DEBT MATURITIES

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

SCHEDULE OF FUTURE DEBT MATURITIES

For Year Ended December 31,
2025	$	-
2026		2,813
2027		98,429
Total debt		101,242
Less: Estimated interest paid-in-kind		(4,095	)
Total debt		97,147
Less: Unamortized debt discount costs		(51,724	)
Total carrying amount		45,423
Less: Current portion of debt		(877	)
Total long-term debt	$	44,546

LONG TERM DEBT

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

LONG TERM DEBT

Note 6 - LONG TERM DEBT

Term Loan Agreement

As of September 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. 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 was 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 nine months ended September 30, 2025 and 2024, the Company recognized interest expense of $11,233 and $10,531, respectively. During the three months ended September 30, 2025 and 2024, the Company recognized interest expense of $3,927 and $3,509, respectively. Amortization of the debt issuance costs amounted to $5,240 and $4,490, respectively, during the nine months ended September 30, 2025 and 2024. Amortization of the debt issuance costs amounted to $2,456 and $2,062, respectively, during the three months ended September 30, 2025 and 2024. As of September 30, 2025, the carrying value of the Term Loan was $45,423, consisting of $69,974 in principal and $27,172 capitalized PIK interest, net of $51,723 in unamortized debt discount. 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.

Subsequent to the original execution of the Term Loan Agreement, the Company entered into six amendments which modified certain terms of the facility, including, but not limited to, interest rate mechanics, the timing of principal payments, and certain financial and operational covenants. Five of these amendments were in effect as of September 30, 2025 and the Sixth Amendment was entered into on October 20, 2025.

Financial Covenants

DRAGONFLY ENERGY HOLDINGS CORP.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 6 - Long Term Debt (continued)

In February 2025, in connection with the Purchase Agreement, the Company entered into the Fifth Amendment to the Term Loan Agreement. This amendment extended the Term 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 September 30, 2025, the future debt maturities are as follows:

SCHEDULE OF FUTURE DEBT MATURITIES

For Year Ended December 31,
2025	$	-
2026		2,813
2027		98,429
Total debt		101,242
Less: Estimated interest paid-in-kind		(4,095	)
Total debt		97,147
Less: Unamortized debt discount costs		(51,724	)
Total carrying amount		45,423
Less: Current portion of debt		(877	)
Total long-term debt	$	44,546

Subsequent to September 30, 2025, the Company entered into the Sixth Amendment to the Term Loan Agreement, for details, refer to Subsequent Event Note 12.

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.

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