As filed with the Securities and Exchange Commission on November 18, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DRAGONFLY ENERGY HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 85-1873463 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
12915 Old Virginia Road Reno, Nevada |
89521 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Dragonfly Energy Holdings Corp. 2022 Equity Inventive Plan |
| (Full title of the plan) |
Denis Phares
Chief Executive Officer
Dragonfly Energy Holdings Corp.
12915 Old Virginia Road
Reno, Nevada 89521
(Name and address of agent for service)
Tel: (775) 662 - 3448
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Tel: (212) 262-6700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Dragonfly Energy Holdings Corp. (the “Company”) for the purpose of registering additional shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to be issued under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). The amendment to increase the number of shares available for issuance under the 2022 Plan from 1,217,504 to 10,217,504 (the “Amendment”) was approved by the Board of Directors of the Company (the “Board”) on September 5, 2025 and by the stockholders of the Company on October 15, 2025. This Registration Statement registers an aggregate of 9,000,000 additional shares of Common Stock available for issuance under the 2022 Plan as a result of the Amendment.
The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as (i) the 289,550 shares of Common Stock registered for issuance under the 2022 Plan and the 273,823 shares of Common Stock registered for issuance under the Company’s Employee Stock Purchase Plan (the “ESPP”) pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-268784) filed on December 13 2022, and subsequently amended by Post-Effective Amendment No. 1 filed on August 30, 2023, (ii) the 192,324 shares of Common Stock registered for issuance under the 2022 Plan and the 81,415 shares of Common Stock registered for issuance under the ESPP pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-274277) filed on August 30, 2023, (iii) the 267,824 shares of Common Stock registered for issuance under the 2022 Plan and 66,956 shares of Common Stock registered for issuance under the ESPP pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-280173) filed on June 13, 2024, and (iv) the 289,306 shares of Common Stock registered for issuance under the 2022 Plan and 72,327 shares of Common Stock registered for issuance under the ESPP pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-286400) filed on April 4, 2025.
Pursuant to General Instruction E of Form S-8, the contents of the Company’s Registration Statements on Form S-8 (Registration Nos. 333-268784, 333-274277, 333-280173 and 333-286400), including any amendments thereto or filings incorporated therein, are incorporated herein by this reference to the extent not replaced hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| ● | the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) filed with the SEC on March 31, 2025; | |
| ● | the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 16, 2025, August 14, 2025 and November 14, 2025, respectively; | |
| ● | the Company’s Current Reports on Form 8-K filed with the SEC on January 3, 2025, February 5, 2025, February 27, 2025, March 10, 2025, March 24, 2025, April 28, 2025, May 8, 2025, June 3, 2025, June 13, 2025, June 24, 2025, June 27, 2025, July 7, 2025, July 21, 2025, July 29, 2025, July 30, 2025, September 4, 2025, October 6, 2025, October 15, 2025, October 16, 2025, October 20, 2025, October 21, 2025 and November 5, 2025 and on Form 8-K/A filed with the SEC on October 16, 2025 (in each case, excluding any information deemed furnished under Items 2.02 or 7.01 of Form 8-K, including the related exhibits, which information is not incorporated by reference herein); and | |
| ● | the description of the Common Stock of the Company contained in its Registration Statement on Form 8-A, filed on August 10, 2021 under Section 12(b) of the Exchange Act including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.18 to the Form 10-K. |
All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Reno, Nevada, on November 18, 2025.
| Dragonfly Energy Holdings Corp. | ||
| By: | /s/ Denis Phares | |
| Denis Phares | ||
| President, Chief Executive Officer and Interim Chief Financial Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Denis Phares as his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
| Signature | Title | Date | ||
| /s/ Denis Phares | Chairman, President, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) |
November 18, 2025 | ||
| Denis Phares | ||||
| /s/ Luisa Ingargiola | Director | November 18, 2025 | ||
| Luisa Ingargiola | ||||
| /s/ Brian Nelson | Director | November 18, 2025 | ||
| Brian Nelson | ||||
| /s/ Perry Boyle | Director | November 18, 2025 | ||
| Perry Boyle |
Exhibit 5.1
November 18, 2025
Board of Directors
Dragonfly Energy Holdings Corp.
12915 Old Virginia Road
Reno, NV 89521
Re: Dragonfly Energy Holdings Corp. – Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special Nevada counsel to Dragonfly Energy Holdings Corp., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), to be filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement is filed by the Company for the purpose of registering additional shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to be issued under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”).
We are rendering this opinion letter in connection with the Registration Statement registering a total of 9,000,000 shares of Common Stock which were purported to be available for grant and issuance under the 2022 Plan (collectively, the “Shares”).
As counsel to the Company, we have reviewed the Registration Statement and examined such matters of fact and questions of law as we have considered appropriate for purposes of rendering this opinion letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Nevada Revised Statutes, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Nevada, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Based upon such examination, it is our opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company and, upon their issuance, delivery and payment therefor in the manner contemplated by the Registration Statement and 2022 Plan, will be validly issued, fully paid and non-assessable.
Dragonfly Energy Holdings Corp.
November 18, 2025
Page Two
No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement. In connection with this opinion letter, we have relied on oral or written statements and representations of officers or other representatives of the Company and others. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain matters and issues without the assistance of independent counsel.
This opinion letter is given as of the date hereof. We assume no obligation to advise you of changes that may hereafter be brought to our attention.
We consent to the inclusion of this opinion letter as an exhibit to the Registration Statement and further consent to all references to us under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ PARSONS BEHLE & LATIMER | |
| PARSONS BEHLE & LATIMER |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 31, 2025 relating to the financial statements appearing in the Annual Report on Form 10-K of Dragonfly Energy Holding Corp. for the year ended December 31, 2024.
/s/ Marcum llp
New York, NY
November 18, 2025
CALCULATION OF FILING FEE TABLE
Form
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Title of to be | Fee Calculation Rule | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Fee Rate | Amount of registration fee(2) | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||
| Total Offering Amounts | $ | $ | ||||||||||||||||||||||
| Total Fee Offsets (4) | ||||||||||||||||||||||||
| Net Fee Due | $ | |||||||||||||||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) |