0001493152-26-013635 | 10-K | XBRL Viewer | Dragonfly Energy Holdings Corp

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REPORTABLE SEGMENTS (Details Narrative)	12 Months Ended
REPORTABLE SEGMENTS (Details Narrative)	Dec. 31, 2025 USD ($) Segment	Dec. 31, 2024 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment	2
Net Sales	$ 58,630,000	$ 50,645,000
Original Equipment Manufacturers Segment [Member]
Segment Reporting Information [Line Items]
Net Sales	$ 15,728	$ 7,310
Percentage of revenues	27.00%	14.00%

- Definition

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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+ Details

Long Term Debt

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Long Term Debt

Note 6 - Long Term Debt

Term Loan Agreement

As of December 31, 2025 and 2024, the Company had an outstanding term loan (the “Term Loan”) under a Term Loan, Guarantee and Security Agreement (the “Term Loan Agreement”), dated October 7, 2022, with EICF Agent LLC, as agent, and certain lenders. As amended, the Term Loan matures on October 7, 2027 and requires monthly installments based on 0.4167% of the principal amount of Term Loans outstanding beginning December 1, 2025. 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.

Interest

Prior to any amendments, the Term Loan accrued 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) was limited to 14.0% per annum, excluding default interest permitted under applicable SBA regulations. From October 1, 2024 through March 31, 2025, interest on the non SBA regulated portion continued to accrue at adjusted SOFR plus 7.0% payable in cash, and 4.5% to 6.5% payable in kind. Beginning April 1, 2025, interest on all outstanding balances will be payable entirely in cash, at a rate equal to adjusted SOFR plus a margin ranging from 11.5% to 13.5%, depending on the Company’s senior leverage ratio. Effective October 20, 2025, the Term Loan was amended to 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.

During the year ended December 31, 2025, the Company recognized interest expense of $12,636, consisting of $12,046 in PIK interest and $590 in cash, paid subsequent to year end. During the year ended December 31, 2024, the Company recognized interest expense of $13,999, consisting of $9,808 in PIK interest and $4,191 in cash. Amortization of the debt issuance costs amounted to $7,591 and $7,241, respectively, for the same periods. As of December 31, 2025, the carrying value of the Term Loan was $9,645, consisting of $19,344 in principal net of $9,699 in unamortized debt discount. As of December 31, 2024, the carrying value of the Term Loan was $29,646, consisting of $69,974 in principal and $15,938 in capitalized PIK interest, net of $56,266 in unamortized debt discount.

Waivers and Amendments

After the original execution of the Term Loan Agreement, the Company entered into several 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. These amendments were in effect as of December 31, 2025.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 6 - Long Term Debt (continued)

Term Loan Agreement (continued)

Waivers and Amendments (continued)

May 2024 Waiver

On May 13, 2024, the Company received a waiver from its Administrative Agent and Term Loan Lenders (the “May 2024 Waiver”) in regards to its compliance with the Senior Leverage Ratio and Fixed Charge Coverage Ratio tests (the “Tests”) as of the last day of the quarter ended March 31, 2024. The May 2024 Waiver provided for a one-time issuance of penny warrants (the “May 2024 Penny Warrants”) to purchase up to 28,333 shares of the Company’s common stock, par value $0.0001 per share (the “May 2024 Penny Warrant Shares”). The May 2024 Penny Warrants have an exercise price of $0.01 per share, were valued at $3,022, and recorded as a debt discount. The May 2024 Penny Warrants were issued in connection with the Term Loan Lenders’ agreement to waive the Tests under the Term Loan for the quarter ended March 31, 2024. The May 2024 Penny Warrants were immediately exercisable upon issuance and will expire ten years from the date of issuance.

First Amendment

On June 28, 2024, the Company entered into a Limited Waiver and First Amendment (the “Term Loan Amendment” and, together with the Term Loan Agreement, the “Term Loan Agreement”) to the Term Loan with the lenders in regards to its compliance with the Tests as of the last day of the quarter ended June 30, 2024 and certain amendments to the Term Loan. The Term Loan Amendment provided for a one-time issuance of Penny Warrants to purchase up to 23,333 shares of the Company’s Common Stock at an exercise price of $0.01 per share (the “June 2024 Penny Warrants”), valued at $1,767 and recorded as a debt discount. The June 2024 Penny Warrants were issued in connection with the lenders’ agreement to waive the Tests under the Term Loan for the quarter ended June 30, 2024 and to amend the Term Loan. The June 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

In addition, the First Amendment (i) reduced the liquidity requirement under the Term Loan to be $3.5 million as of the last day of the month ended June 30, 2024, and $10.0 million as of the last day of each fiscal month thereafter commencing with the fiscal month ended July 31, 2024 and (ii) provided for the interest to be paid on the Payment Date (as defined in the Term Loan) occurred on July 1, 2024 to be solely payable-in-kind.

Second Amendment

In connection with the License Agreement, on July 29, 2024, the Company, Legacy Dragonfly and Battle Born LLC entered into a Limited Waiver, Consent and Second Amendment (the “Second Amendment”) to Term Loan.

Pursuant to the Second Amendment, the Term Loan Lenders (i) consented to the transactions contemplated by the License Agreement and the Trademark Transfer Agreement and (ii) agreed to waive the mandatory prepayment under the Term Loan that would have been due to the Lenders under the Loan Agreement upon Battle Born LLC’s receipt of the Initial Licensing Fee.

In connection with the Second Amendment, Battle Born LLC entered into a Joinder Agreement with the Term Lenders whereby Battle Born LLC became a guarantor and credit party to the Term Loan.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 6 - Long Term Debt (continued)

Term Loan Agreement (continued)

Waivers and Amendments (continued)

Third Amendment

On September 30, 2024, the Company entered into a Limited Waiver and Third Amendment (the “Third Amendment”, together with the Original Term Loan Agreement, the First Amendment and the Second Amendment, the “Term Loan Agreement”) to the Term Loan Agreement with the Term Loan Lenders in regards to its compliance with the Tests as of the last day of the quarter ended September 30, 2024 and certain amendments to the Term Loan Agreement. The Third Amendment provided for a one-time issuance of penny warrants (the “September 2024 Penny Warrants”) to purchase up to 33,333 shares of the Company’s Common Stock at an exercise price of $0.01 per share, valued at $1,576 and recorded as a debt discount. The September 2024 Penny Warrants were issued in connection with the Term Loan Lenders’ agreement to waive the Tests under the Term Loan for the quarter ended September 30, 2024 and to amend the Term Loan Agreement. The September 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

In addition, the Third Amendment (i) reduced the liquidity requirement under the Term Loan to be $7.0 million as of the last day of the month ended September 30, 2024, and $10.0 million as of the last day of each fiscal month thereafter commencing with the fiscal month ended July 31, 2024 and (ii) on October 1, 2024, interest is payable (a) $1,500,000 in cash for the pro rata benefit of the Lenders and (b) the remaining interest in-kind, to be capitalized and added to the principal. For Payment Dates occurring on or after January 1, 2025 (including interest accruing from October 1, 2024, through December 31, 2024), all interest shall be paid in cash at a rate equal to Adjusted Term SOFR plus the Applicable Margin.

Fourth Amendment

On December 31, 2024, the Company entered into a Limited Waiver and Fourth Amendment (the “Fourth Amendment”, together with the Original Term Loan Agreement, the First Amendment, the Second Amendment, and the Third Amendment the “Term Loan Agreement”) to the Term Loan Agreement with the Term Loan Lenders in regards to its compliance with the Tests as of the last day of the quarter ended December 31, 2024 and certain amendments to the Term Loan Agreement. The Fourth Amendment provided for a one-time issuance of penny warrants (the “December 2024 Penny Warrants”) to purchase up to 35,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share, valued at $971 and recorded as a debt discount. The December 2024 Penny Warrants were issued in connection with the Term Loan Lenders’ agreement to waive the Tests under the Term Loan for the quarter ended December 31, 2024 and to amend the Term Loan Agreement. The December 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

In addition, the Fourth Amendment (i) reduced the liquidity requirement under the Term Loan to be $3.5 million as of the last day of the month ended December 31, 2024, and $10.0 million as of the last day of each fiscal month thereafter commencing with the fiscal month ended January 31, 2025 and (ii) on January 1, 2025, interest is payable in-kind, to be capitalized and added to the principal. For Payment Dates occurring on or after April 1, 2025 (including interest accruing from January 1, 2025, through March 31, 2025), all interest shall be paid in cash at a rate equal to Adjusted Term SOFR plus the Applicable Margin.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 6 - Long Term Debt (continued)

Term Loan Agreement (continued)

Waivers and Amendments (continued)

Fifth Amendment

In February 2025, in connection with the Securities Purchase Agreement, the Company entered into the Fifth Amendment to the Term Loan. This amendment extended the loan’s maturity date by one year to October 2027 and deferred all principal and interest payments until April 2026. Additionally, the amendment postponed certain covenant requirements, significantly reducing the likelihood of a breach and the lender’s ability to accelerate repayment based on prior noncompliance, thereby allowing the Company to reclassify the debt as long-term as of December 31, 2024. The Fifth Amendment provided for a one-time issuance of penny warrants (the “February 2025 Penny Warrants”) to purchase up to 33,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share, valued at $697 and recorded as a debt discount. The February 2025 Penny Warrants were issued in connection with the waiver of the antidilution provisions in the existing penny warrants held by the lenders with respect to the shares of Series A Preferred Stock issued at the closing of the Registered Direct Offering as discussed in Note 10. The February 2025 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

Sixth Amendment

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 incurred fees to the lenders totaling approximately $930 of which $465 were added to the principal outstanding under the Term Loan Agreement and $465 was paid in cash; (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. Prior to this amendment, on October 7, 2025, the Company also made a voluntary prepayment on the Term Loan of $4,000.

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.

The Company evaluated the accounting guidance for debt modifications under ASC 470-50, Modifications and Extinguishments, and ASC 470-60, Troubled Debt Restructurings by Debtors, and determined that the debt restructuring pursuant to the Sixth Amendment did not meet the definition of a troubled debt restructuring under ASC 470-60. The Company also evaluated the significance of the change in cash flows based on ASC 470-50 and determined the debt restructuring was a debt modification. However, since the Company paid down a significant portion of its debt in accordance with the agreed-upon prepayment, the Company measured the loss on extinguishment due to partial settlement of the debt. As noted in Note 2, the Company adopted the accounting policy of expensing the portion of unamortized debt issuance costs as partially settled pro rata based on the partial settlement of debt principal in the amount of $26,200, which is included in debt extinguishment on the consolidated statement of operations. Since the restructuring did not result in a pro rata reduction of future principal payments (since the provision for percentage of principal repayments was also amended), the Company updated the effective interest rate and will utilize the prospective approach for recognition of interest post-restructuring.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 6 - Long Term Debt (continued)

Term Loan Agreement (continued)

Waivers and Amendments (continued)

Sixth Amendment (continued)

The calculation of the loss on partial extinguishment of debt principal was as follows:

Reacquisition price:

SCHEDULE OF EXTINGUISHMENT OF DEBT


Voluntary prepayment	$	45,000
Series B preferred stock (at fair value)		21,704
Amendment fees (paid in kind)		465
Amendment fees (paid in cash)		465
Total	$	67,634
Less: carrying amount of debt settled		(35,791	)
Loss on extinguishment	$	31,843

The loss on extinguishment is composed of a (i) pro rata debt discount of $26,200, (ii) Series B shares issued in settlement of $25,000 of principal, with a fair value of $21,704 (netting a $3,296 gain), and a pro rata debt discount reduction of $13,008, resulting in a net loss of $9,712, (iii) and amendment fees of $931, (iv) offset by a gain on the debt principal forgiven of $5,000.

Financial Covenants

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

Due to the Sixth Amendment to the Term Loan Agreement described above, as of December 31, 2025, the Company is subject to two restrictive financial covenants, one which pertains to liquidity, requiring the Company to maintain cash and cash equivalents equal to or greater than $5,000 through December 31, 2026, and a maximum capital expenditure threshold of $5,000 per year. The financial covenants pertaining to maximum senior leverage ratio and fixed charge coverage ratio are both delayed until the quarter ending March 31, 2027.

At December 31, 2025, the future debt maturities are as follows:

SCHEDULE OF FUTURE DEBT MATURITIES

For Year Ended December 31,
2026		945
2027		18,399
Total debt		19,344
Less: Unamortized debt issuance costs		(9,699	)
Total carrying amount		9,645
Less: Current portion of debt		(433	)
Total long-term debt	$	9,212

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

- Definition

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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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

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

+ Details

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Start up costs	$ 721	$ 793
Lease liability	5,214	5,860
Stock based compensation	63	115
Accrued expenses	1,109	1,291
Allowance for bad debt	87	59
Research and development credit	875	875
Fixed assets and intangibles	2,096	2,896
Interest expense	10,977	8,211
Prepaid expenses		320
Settlement accrual		574
Deferred revenue	586
Net Operating Loss	19,340	12,813
Inventory (Sec. 263A)	186	175
Deferred tax asset	41,254	33,982
Right of Use Asset	3,454	4,533
Fixed assets and intangibles	47
Deferred tax liability	3,501	4,533
Net deferred tax asset (liability)	37,753	29,449
Valuation Allowance	(37,753)	(29,449)
Net deferred tax asset

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Note 15 - SUBSEQUENT EVENTS

On January 30, 2026, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Lead Agent”), as representative of the several sales agents identified on Schedule 1 thereto, pursuant to which the Company may offer and sell, from time to time, through the Lead Agent, up to $50.0 million of shares of its common stock.

On March 15, 2026, the Company’s executive leadership team agreed to reduce their salaries by approximately 20% for the remainder of fiscal 2026, effective April 1, 2026. The adjusted salaries are as follows: Dr. Phares - $498; Mr. Seaburg - $221; Mr. Bourns - $264; and Dr. Singh - $280.

In lieu of cash compensation, the executives were granted stock options under the Company’s 2022 Plan at an exercise price of $2.99 per share: Dr. Phares - 38,269 shares; Mr. Seaburg - 36,607 shares; Mr. Bourns - 20,303 shares; and Dr. Singh 21,534 shares. The options vest in three equal annual installments beginning April 1, 2026, subject to continued service and the terms of the Plan.

Additionally, each non-employee director agreed to a comparable 20% reduction in cash compensation for the remainder of fiscal 2026. In lieu thereof, the directors were granted and aggregated of 13,364 RSUs under the Plan, subject to the same vesting terms and continued Board service.

Subsequent to December 31, 2025, certain securityholders exercised an aggregate of 70,267 penny warrants for an aggregate of 69,985 shares of Common Stock on a cashless basis at an exercise price of $0.01 per share.

SCHEDULE OF VARIOUS CLASSES OF PROPERTY AND EQUIPMENT AND ESTIMATED USEFUL LIVES (Details)	Dec. 31, 2025
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	7 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	5 years
Machinery and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	3 years
Machinery and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Lease Term [Member]

COMMON STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands							12 Months Ended
	Oct. 17, 2025	Oct. 16, 2025	Oct. 07, 2025	Oct. 06, 2025	Jul. 30, 2025	Oct. 07, 2023	Dec. 31, 2025	Dec. 31, 2024	Dec. 15, 2025	Nov. 12, 2024
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized							400,000,000	400,000,000
Common stock, par value							$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued							12,078,713	723,265
Common stock, shares outstanding							12,078,713	723,265
Value of shares issued							$ 63	$ 2,025
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized									400,000,000	250,000,000
Common stock, par value									$ 0.0001	$ 0.0001
Number of shares issued							2,316	35,042
Value of shares issued
July 2025 Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued					2,198,000
Share price					$ 2.50
Net proceeds from offering					$ 4,684
Gross proceeds from offering					$ 5,495
First October 2025 Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued			2,300,000	2,000,000
Share price per share				$ 12.50
Gross proceeds from offering			$ 27,025
Net proceeds from offering			$ 26,925
First October 2025 Offering [Member] \| Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued				300,000
Second October 2025 Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		3,600,000
Share price per share		$ 13.50
Gross proceeds from offering	$ 52,028
Net proceeds from offering	$ 51,929
Warrants to purchase common stock		500,000
Warrants price per share		$ 13.50
Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregated purchase price						$ 150,000
Purchase Agreement [Member] \| Chardan Capital Markets LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued							2,316	35,042
Value of shares issued							$ 63	$ 2,025

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

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

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 December 31, 2025:

	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	As of December 31, 2025
Liabilities
Warrant liability- Term Loan	$	565	$	565	$	-	$	565	$	-
Warrant liability- June Public Offering		148		148		-		148		-
Total liabilities	$	713	$	713	$	-	$	713	$	-

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:

	Warrant Liability - Term Loan			Warrant liability- June Public Offering
Fair value as of January 1, 2024	$	1,014		$	3,434
Warrants Issued		7,353			-
Change in fair value, gain included in net loss⁽¹⁾		(4,484	)		(2,184	)
Transfers from Level 3 to Level 2⁽²⁾		(3,883	)		(1,250	)
Fair value as of December 31, 2024	$	-		$	-

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

⁽²⁾

Transfers of warrant liability fair market value reclassified from Level 3 to Level 2 due to utilizing Black Scholes calculation for fair value measurement across all warrant liabilities, which includes observable inputs (such as company stock price and comparable company volatility calculations) and more closely aligns with Level 2.

Nature of Business

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Note 1 - Nature of Business

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

On November 12, 2024, the Company’s Board of Directors approved a 1-for-9 reverse stock split of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and a corresponding proportional reduction in the number of common stock shares issued and outstanding. The reverse stock split was effected upon market open on November 22, 2024, (the “Effective Date”), and shares of Common Stock began trading on a split-adjusted basis as of market open on November 22, 2024.

On December 15, 2025, the Company’s Board of Directors approved a 1-for-10 reverse stock split of the Company’s common stock, par value $0.0001 per share and a corresponding proportional reduction in the number of common stock shares issued and outstanding. The reverse stock split was effected upon market open on December 18, 2025, and shares of Common Stock began trading on a split-adjusted basis as of market open on December 18, 2025.

All shares of Common Stock, stock option awards and per share amounts contained in the Consolidated Financial Statements and Notes have been retroactively adjusted to reflect the 1-for-10 reverse stock split.

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

SCHEDULE OF GROSS UNCERTAIN TAX POSITIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Balance- December 31, 2021	$ 55	$ 91
Additions for current year tax positions		(36)
Expiration	(55)
Balance- December 31, 2022		$ 55

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Mar. 15, 2026	Jan. 30, 2026	Mar. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Subsequent Event [Line Items]
Number of shares issued, value				$ 63	$ 2,025
Securityholders exercise					122
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued, value
Securityholders exercise					124
Warrants, shares				2,316	35,042
Subsequent Event [Member]
Subsequent Event [Line Items]
Exercise price	$ 2.99		$ 0.01
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Warrants, shares			69,985
Subsequent Event [Member] \| Penny Warrants [Member]
Subsequent Event [Line Items]
Securityholders exercise			70,267
Subsequent Event [Member] \| Denis Phares [Member]
Subsequent Event [Line Items]
Employee benefits	$ 498
Number of shares granted stock options	38,269
Subsequent Event [Member] \| Wade Seaburg [Member]
Subsequent Event [Line Items]
Employee benefits	$ 221
Number of shares granted stock options	36,607
Subsequent Event [Member] \| Tyler Bourns [Member]
Subsequent Event [Line Items]
Employee benefits	$ 264
Number of shares granted stock options	20,303
Subsequent Event [Member] \| Vickram Singh [Member]
Subsequent Event [Line Items]
Employee benefits	$ 280
Number of shares granted stock options	21,534
Subsequent Event [Member] \| Director [Member] \| Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Number of shares granted stock options	13,364
Subsequent Event [Member] \| Equity Distribution Agreement [Member]
Subsequent Event [Line Items]
Number of shares issued, value		$ 50,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash flows from Operating Activities
Net Loss	$ (69,939)	$ (40,615)
Adjustments to Reconcile Net Loss to Net Cash
Stock based compensation	714	1,020
Amortization of debt discount	7,591	7,241
Change in fair market value of warrant liability	(5,117)	(6,684)
Non-cash interest expense (paid-in kind)	12,047	10,058
Debt restructuring fees (paid-in-kind)	465
Provision for credit losses	140	3
Depreciation and amortization	2,236	1,372
Amortization of right of use of assets	2,472	2,231
Loss on disposal of property and equipment	199
Loss on impairment of right-of-use assets	2,667
Loss on impairment of assets		873
Loss on extinguishment of debt	31,843
Write-off of prepaid inventory		69
Changes in Assets and Liabilities
Accounts receivable	(1,939)	(780)
Inventories	(2,518)	17,062
Prepaid expenses	(282)	170
Prepaid inventory	425	(50)
Prepaid income tax	(46)
Other current assets	(258)	(707)
Other assets	57	(445)
Accounts payable and accrued expenses	1,151	(4,029)
Operating lease liabilities	(3,153)	(1,344)
Accrued tariffs	(972)	202
Accrued settlement	(2,500)	2,500
Deferred revenue	(1,000)	4,583
Uncertain tax position liability	(55)	(36)
Customer deposits	(196)	116
Total Adjustments	43,971	33,425
Net Cash Used in Operating Activities	(25,968)	(7,190)
Cash Flows From Investing Activities
Proceeds from sale of property and equipment		8
Purchase of property and equipment	(1,949)	(2,684)
Net Cash Used in Investing Activities	(1,949)	(2,676)
Cash Flows From Financing Activities
Proceeds from public offering	83,538
Proceeds from public offering (ATM), net	63	2,043
Proceeds from note payable, related party		2,700
Repayment of note payable, related party		(2,700)
Repayment of note payable	(49,081)
Proceeds from preferred stock offering, net of fees	7,330
Principal payments on finance leases	(47)	(45)
Proceeds from exercise of options		4
Payment of debt financing fees	(465)
Net Cash Provided by Financing Activities	41,338	2,002
Net Increase (Decrease) in cash and cash equivalents	13,421	(7,864)
Beginning Cash and cash equivalents - beginning of year	4,849	12,713
Ending Cash and cash equivalents - end of year	18,270	4,849
Supplemental Disclosures of Cash Flow Information:
Cash paid for income taxes	7
Cash paid for interest	5	6,288
Supplemental Non-Cash Investing and Financing Activities
Purchases of property and equipment, not yet paid	179	1,703
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 machinery & equipment obtained in exchange for financing lease liability		53
Recognition of warrant liability - Investor Warrants	697
Conversion of preferred stock to common stock	7,330
Accrued dividends	317
Dividends paid in kind	79
Accretion of preferred stock discount	473
Conversion of notes payable to preferred shares	25,000
Recognition of warrant liability - Penny Warrants		7,354
Settlement of accrued liability for employee stock purchase plan	97	250
Reclassification of assets held for sale to machinery and equipment	644
Reclassification of assets held for sale		$ 644

Summary of Significant Accounting Policies (Details Narrative) - USD ($)								12 Months Ended
	Nov. 04, 2025	Oct. 20, 2025	Oct. 17, 2025	Oct. 06, 2025	Jul. 30, 2025	Feb. 26, 2025	Jul. 29, 2024	Dec. 31, 2025	Dec. 31, 2024	Apr. 01, 2024	Dec. 31, 2023
Product Information [Line Items]
Cash and cash equivalents								$ 18,270,000	$ 4,849,000
Working capital								$ 30,423,000
Loan amount										$ 30,846,000
Preferred stock par value								$ 0.0001	$ 0.0001
Net proceeds from conversion of preferred stock								$ 7,330,000
Minimum cash requirement								5,000,000
Net increase in cash								90,930,000
Restricted cash								0	0
Depreciation expense								2,236,000	1,372,000
Loss on impairment of assets									873,000
Loss on impairment of assets								2,667,000
Customer deposits								121,000	317,000
Contract liability recognized								317,000	201,000
Licensing fee							$ 5,000,000
Revenue								58,630,000	50,645,000
Shipping and handling costs								2,766,000	2,530,000
Warranty obilgation outstanding								867,000	514,000		$ 307,000
Advertising expense								2,311,000	2,257,000
Uncertain tax positions									$ 55,000		$ 91,000
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage								31.00%	15.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer B [Member]
Product Information [Line Items]
Concentration risk, percentage									21.00%
Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage								27.00%	14.00%
Accounts Payable [Member] \| Supplier Concentration Risk [Member] \| Vendor A [Member]
Product Information [Line Items]
Concentration risk, percentage								36.00%	11.00%
Accounts Payable [Member] \| Supplier Concentration Risk [Member] \| Vendor B [Member]
Product Information [Line Items]
Concentration risk, percentage								16.00%
Accounts Payable [Member] \| Supplier Concentration Risk [Member] \| Vendor C [Member]
Product Information [Line Items]
Concentration risk, percentage								12.00%	33.00%
Accounts Payable [Member] \| Supplier Concentration Risk [Member] \| Vendor D [Member]
Product Information [Line Items]
Concentration risk, percentage									12.00%
Total Purchases [Member] \| Supplier Concentration Risk [Member] \| Vendor A [Member]
Product Information [Line Items]
Concentration risk, percentage								18.00%
Total Purchases [Member] \| Supplier Concentration Risk [Member] \| Vendor B [Member]
Product Information [Line Items]
Concentration risk, percentage								11.00%
Total Purchases [Member] \| Supplier Concentration Risk [Member] \| Vendor D [Member]
Product Information [Line Items]
Concentration risk, percentage									11.00%
Total Purchases [Member] \| Supplier Concentration Risk [Member] \| Vendor E [Member]
Product Information [Line Items]
Concentration risk, percentage								10.00%
Minimum [Member]
Product Information [Line Items]
Payment term for distributors and OEMs								30 days
Term of product warranty provided								5 years
Maximum [Member]
Product Information [Line Items]
Payment term for distributors and OEMs								90 days
Term of product warranty provided								10 years
July 2025 Offering [Member]
Product Information [Line Items]
Proceeds from offering					$ 5,495,000
Offering costs					$ 811,000
Number of shares issued					2,198,000
Equity Financings [Member]
Product Information [Line Items]
Warrants to purchase common stock			500,000
Number of shares issued			3,600,000	2,300,000
Net proceeds from offering			$ 51,928,000	$ 26,925,000
Prepayment of Term loans				$ 4,000,000
Series A Convertible Preferred Stock [Member]
Product Information [Line Items]
Gross proceeds from conversion of preferred stock								$ 8,000,000
Conversion costs								670,000
Net proceeds from conversion of preferred stock								$ 7,330,000
Number of shares converted								800
Common stock issued upon conversion								3,231,462
Series B Preferred Stock [Member]
Product Information [Line Items]
Loan amount								$ 25,000
Securities Purchase Agreement [Member] \| Series A Convertible Preferred Stock [Member]
Product Information [Line Items]
Preferred stock par value						$ 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
Exchange Agreement [Member]
Product Information [Line Items]
Debt principal amount exchanged	$ 25,000,000
Exchange Agreement [Member] \| Series B Preferred Stock [Member]
Product Information [Line Items]
Shares issued upon debt exchange	25,000
License Agreement [Member]
Product Information [Line Items]
Licensing fee							$ 5,000,000
Estimated useful life							5 years
Revenue								1,000,000
Deferred revenue								3,583,000	$ 4,583,000
Senior Secured Term Loan Facility [Member]
Product Information [Line Items]
Term loan amendment description						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 the Company to maintain cash and cash equivalents equal to or greater than $2,500) through June 30, 2026
Minimum cash requirement						$ 2,500,000
Senior Secured Term Loan Facility [Member] \| Sixth Amendment [Member]
Product Information [Line Items]
Term loan prepayment		$ 45,000,000
Debt cancellation amount		$ 5,000,000
Senior Secured Term Loan Facility [Member] \| Term Loan [Member]
Product Information [Line Items]
Loan amount								$ 75,000,000

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 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, 2024		26,272		$	242.10	$	141.30		7.60	$	60
Options granted		-			-		-		-		-
Options forfeited		(2,703	)		265.30		265.30		-		4
Options expired		(6,566	)		189.30		189.30		-		492
Options exercised		(122	)		31.70		31.70		-		-
Balances, December 31, 2024		16,881		$	259.70	$	259.70		6.50	$	-

Balances, January 1, 2025		16,881		$	259.70	$	259.70		6.50	$	-
Options granted		-			-		-		-		-
Options forfeited		(321	)		432.68		429.76		-		-
Options expired		(3,094	)		326.22		324.95		-		-
Options cancelled due to reverse stock split		(59	)		259.70		259.70		-		-
Balances, December 31, 2025		13,407		$	241.49	$	240.31		5.64	$	-

At December 31, 2025
Vested and Exercisable		13,315		$	238.86				5.63	$	-
Vested and expected to vest		13,407		$	241.49				5.64	$	-

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

The following table presents the restricted stock units activity for the years ended December 31, 2025 and 2024:

	Number of Shares			Weighted-Average Fair Market Value
Unvested shares, January 1, 2024		522		$	242.10
Granted and unvested		35,187			44.10
Forfeited		(973	)		75.10
Vested		(1,262	)		66.82
Unvested shares, December 31, 2024		33,474		$	45.23

Unvested shares, January 1, 2025		33,474		$	45.23
Granted and unvested		464			8.73
Forfeited		(6,187	)		43.33
Vested		(10,934	)		44.79
Cancelled due to reverse stock split		(30	)		45.23
Unvested shares, December 31, 2025		16,787		$	45.16

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares				12 Months Ended
	Jun. 24, 2024	Apr. 12, 2024	Feb. 05, 2024	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Unvested shares beginning balance				33,474	522
Weighted-Average Fair Market Value, Unvested shares beginning balance				$ 45.23	$ 242.10
Number of Shares, Granted and unvested	242	9,292	2,445	464	35,187
Weighted-Average Fair Market Value, Granted and unvested				$ 8.73	$ 44.10
Number of Shares, Forfeited				(6,187)	(973)
Weighted-Average Fair Market Value, Forfeited				$ 43.33	$ 75.10
Number of Shares, Vested			(1,111)	(10,934)	(1,262)
Weighted-Average Fair Market Value, Vested				$ 44.79	$ 66.82
Number of Shares, Unvested shares ending balance				16,787	33,474
Weighted-Average Fair Market Value, Unvested shares ending balance				$ 45.16	$ 45.23
Number of Shares, Cancelled due to reverse stock split				(30)
Weighted-Average Fair Market Value, Cancelled due to reverse stock split				$ 45.23

SCHEDULE OF PRETAX INCOME LOSS FROM CONTINUING OPERATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Domestic	$ (70,033)	$ (40,615)
Foreign
Total	$ (70,033)	$ (40,615)

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
December 31, 2026	$ 37
December 31, 2027	18
December 31, 2028	9
December 31, 2029	2
Total lease payments	66
Less imputed interest	3
Total financing lease liabilities	$ 63	$ 110

REDEEMABLE PREFERRED STOCK (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended	12 Months Ended
	Oct. 20, 2025	Jul. 20, 2025	Apr. 28, 2025	Feb. 28, 2025	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024	Jun. 23, 2025	Apr. 01, 2024
Class of Stock [Line Items]
Net proceeds from conversion of preferred stock						$ 7,330,000
Preferred stock, shares outstanding						0	0
Outstanding principal amount									$ 30,846,000
Preference stock, shares issued						0	0
Redemption value						$ 25,000,000
Release Agreement [Member]
Class of Stock [Line Items]
Common stock, shares issued		210,000
Private Placement Convertible Preferred Warrants [Member]
Class of Stock [Line Items]
Warrant issued				20
Sale of stock				20
Net proceeds				$ 3,180,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares converted						800
Common stock, shares issued						3,231,462
Net proceeds from conversion of preferred stock						$ 7,330,000
Preferred stock, shares outstanding					133
Floor conversion price					$ 0.424
Shares issuable upon conversion					319,811
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued				170
Floor conversion price				$ 2.332	$ 1.44
Warrant issued				4,000				4,000
Share price				$ 10,000
Floor price				0.424
Sale of stock				350
Shares issuable upon conversion					940,767
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						3,231,462
Redeemable preferred stock, shares outstanding						0
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Outstanding principal amount	$ 25,000,000
Aggregate principal amount	$ 25,000,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Redeemable preferred stock, shares outstanding						25,000	0
Outstanding principal amount						$ 25,000
Preference stock, shares issued	25,000
Liquidation preference outstanding	$ 1,000,000
Liquidation preference	$ 25,000,000.0
Liquidation preference per share	$ 1,000
Conversion price	$ 3.15
Conversion value	$ 500,000,000
Accreted dividends						$ 473,000
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					$ 4,150,000

SCHEDULE OF FUTURE DEBT MATURITIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Debt Disclosure [Abstract]
Voluntary prepayment	$ 45,000
Series B preferred stock (at fair value)	21,704
Amendment fees (paid in kind)	465
Amendment fees (paid in cash)	465
Total	67,634
Less: carrying amount of debt settled	(35,791)
Loss on extinguishment	31,843
2026	945
2027	18,399
Total debt	19,344
Less: Unamortized debt issuance costs	(9,699)
Total carrying amount	9,645
Less: Current portion of debt	(433)
Total long-term debt	$ 9,212

SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Disaggregation of Revenue [Line Items]
Total	$ 58,630	$ 50,645
Sales Channel, Directly to Consumer [Member]
Disaggregation of Revenue [Line Items]
Total	20,696	22,616
Original Equipment Manufacture [Member]
Disaggregation of Revenue [Line Items]
Total	36,934	27,612
License Fee Revenue [Member]
Disaggregation of Revenue [Line Items]
Total	$ 1,000	$ 417

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
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-Section 55
-Paragraph 91
-Subparagraph (b)
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
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-Paragraph 91
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-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (e)
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-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
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-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

SCHEDULE OF WARRANTY OBLIGATION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Accounting Policies [Abstract]
Beginning warranty obligation	$ 514	$ 307
Provision of warranty expense	538	541
Settlement of warranty claims	(185)	(334)
Ending warranty obligation	$ 867	$ 514

Cover - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
Cover - USD ($) $ / shares in Units, $ in Millions	Dec. 31, 2025	Dec. 31, 2024	Mar. 26, 2026	Jun. 30, 2025
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Period Focus	FY
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 Virgina Rd.
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float				$ 5.8
Entity Common Stock, Shares Outstanding			12,148,783
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Listing, Par Value Per Share	$ 0.0001
Insider Trading Policies and Procedures Adopted [Flag]	true
Auditor Firm ID	199	688
Auditor Opinion [Text Block]	We have audited the accompanying consolidated balance sheet of Dragonfly Energy Holdings Corp. (the “Company”) as of December 31, 2025, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Auditor Name	CBIZ CPAs P.C.	Marcum LLP
Auditor Location	New York, NY	New York, NY
Common Stock, par value $0.0001 per share [Member]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	DFLI
Security Exchange Name	NASDAQ
Redeemable Warrants, exercisable for common stock [Member]
Title of 12(b) Security	Redeemable Warrants, exercisable for common stock
Trading Symbol	DFLIW
Security Exchange Name	NASDAQ

Condensed Consolidated Statements of Shareholders' Equity (Deficit) - 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			$ 69,451	$ (41,539)	$ 27,912
Balance, shares at Dec. 31, 2023		669,559
Net loss				(40,615)	(40,615)
Adjustment due to the rounding impact from the reverse stock split in lieu of issuing fractional shares
Adjustment due to the rounding impact from the reverse stock split in lieu of issuing fractional shares, shares		12,341
Common stock issued in public offering (ATM), net of costs			2,025		2,025
Adjustment due to the rounding impact from the reverse stock split in lieu of issuing fractional shares, shares		35,042
Share issuance under ESPP			250		250
Share issuance under ESPP, shares		6,118
Share cancellation
Share cancellation, shares		(5)
Exercise of stock options			4		$ 4
Exercise of stock options, shares		124			122
Shares issued for vested restricted stock units
Shares issued for vested restricted stock units, shares		86
Stock compensation expense			1,020		1,020
Adjustment due to the rounding impact from the reverse stock split in lieu of issuing fractional shares, shares		(12,341)
Balance at Dec. 31, 2024			72,750	(82,154)	(9,404)
Balance, shares at Dec. 31, 2024		723,265
Net loss				(69,939)	(69,939)
Adjustment due to the rounding impact from the reverse stock split in lieu of issuing fractional shares
Adjustment due to the rounding impact from the reverse stock split in lieu of issuing fractional shares, shares		74
Common stock issued in public offering (ATM), net of costs			63		63
Adjustment due to the rounding impact from the reverse stock split in lieu of issuing fractional shares, shares		2,316
Share issuance under ESPP			97		97
Share issuance under ESPP, shares		13,208
Shares issued for vested restricted stock units
Shares issued for vested restricted stock units, shares		10,536
Stock compensation expense			714		714
Adjustment due to the rounding impact from the reverse stock split in lieu of issuing fractional shares, shares		(74)
Common stock issued in public offering, net of costs		$ 1	83,537		83,538
Common stock issued in public offering, net, shares		8,098,000
Redeemable preferred stock issued, net	7,330
Redeemable preferred stock issued, shares		800
Conversion of preferred to common	(7,330)		7,330		7,330
Conversion of preferred stock		(800)
Conversion of Common stock		3,231,462
Dividends Preferred Series B - Paid-in-kind			(79)		(79)
Dividends Preferred Series B			(317)		(317)
Accretion of discount on Series B Preferred			(473)		(473)
Balance at Dec. 31, 2025		$ 1	$ 163,622	$ (152,093)	$ 11,530
Balance, shares at Dec. 31, 2025		12,078,713

COMMON STOCK (Tables)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE

For the years ended December 31, 2025 and 2024, the Company had reserved shares of common stock for issuance as follows:

	December 31, 2025		December 31, 2024
Options issued and outstanding		13,407		16,881
Common stock outstanding		12,078,713		723,265
Warrants outstanding		925,616		392,616
Earnout shares		277,778		277,778
Shares available for future issuance		1,017,131		85,441
Total		14,312,645		1,495,981

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Abstract]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]		*Cybersecurity Risk Management* We, like other companies in our industry, face several cybersecurity risks in connection with our business. Our business strategy, results of operations, and financial condition have not, to date, been affected by risks from cybersecurity threats. During the reporting period, we have not experienced any material cyber incidents, nor have we experienced a series of immaterial incidents, which would require disclosure. In the ordinary course of our business, we use, store and process data including data of our employees, partners, collaborators, and vendors. To effectively prevent, detect, and respond to cybersecurity threats, we maintain a cyber risk management program, which is comprised of a wide array of policies, standards, architecture, and processes. The cyber risk management program falls under the responsibility of our Chief Executive Officer, who in turn, manages our outsourced experts in information technology (“IT”) and cybersecurity. Under the guidance of our Chief Executive Officer, we task reputable third-party IT experts that utilize a wide variety of software to secure the environment. We also utilize a variety of cybersecurity software from reputable vendors in the industry. We have implemented a cybersecurity risk management program that is designed to identify, assess, and mitigate risks from cybersecurity threats against our data and systems and ensure the effectiveness of our security controls. Our cybersecurity risk management program incorporates several components, including information security program assessments, continuous monitoring of critical risks from cybersecurity threats using automated tools, restoration testing, periodic threat testing, and documented standards, policies, and procedures. We deploy a wide range of security tools across the environment, require multifactor authentication across all critical systems, and implement access control policies to further limit protect the data within the systems. We periodically engage third parties to conduct risk assessments and other system vulnerability analyses. As a result of these assessments, we have not identified any material cybersecurity risks. We also maintain documentation of our system hardening progress and plans. Additionally, our program requires cybersecurity training, which includes social engineering and phishing training, on a quarterly basis, for all employees with access to our internal network. The underlying processes and controls of our cyber risk management program incorporate recognized best practices and standards for cybersecurity and IT, including the National Institute of Standards and Technology, or NIST, Cybersecurity Framework, or CSF, and processes and controls supporting data protection requirements under applicable law. The NIST CSF offers a thorough set of guidelines and best practices to help establish a strong cybersecurity posture. Utilizing NIST CSF enables us to systemically identify, assess, and manage cybersecurity risks most relevant and impactful to our business operations. It is important to note that using the NIST CSF as a guide does not imply our cybersecurity program meets any specific technical standards or requirements.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]		*Governance* Our Board of Directors (the “Board”) is responsible for the oversight of cybersecurity risk management. The Chief Executive Officer reports to our Board. The Chief Executive Officer provides updates to the Board on our cybersecurity risk management program, including any critical cybersecurity risks, ongoing cybersecurity initiatives and strategies, and applicable regulatory requirements and industry standards on a regular basis. The Chief Executive Officer also notifies the Board of any cybersecurity incidents (suspected or actual) and provides updates on the incidents as well as cybersecurity risk mitigation activities as appropriate.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	responsible for the oversight of cybersecurity risk management
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands		12 Months Ended
SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands	Feb. 02, 2022	Dec. 31, 2025	Dec. 31, 2024
Lessee, Lease, Description [Line Items]
Operating lease cost	$ 23	$ 5,493	$ 4,437
Costs Of Sales [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost		2,461	1,579
Research And Developments Expense [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost		122	520
General And Administrative Expenses [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost		2,858	2,291
Selling And Marketing Expenses [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost		$ 52	$ 47

INCOME TAXES

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

INCOME TAXES

Note 13 - INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.

Pre-tax income (loss) from continuing operations for the years ended December 31, 2025 and 2024 is as follows (in thousands):

	2025			2024
Domestic	$	(70,033	)	$	(40,615	)
Foreign		-			-
Total	$	(70,033	)	$	(40,615	)

The (provision) benefit for income taxes for the years ended December 31, 2025 and 2024 was as follows (in thousands):

SCHEDULE OF INCOME TAX EXPENSE

	2025			2024
Current - Federal	$	(103	)	$	-
Current - State		9			-
Total tax expense	$	(94	)	$	-

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in thousands):

	2025
Federal	$	-
State		7
Foreign		-
Cash paid for income taxes, net of refunds received	$	7

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 13 - Income Taxes (Continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant temporary differences are as follows (in thousands):

	2025			2024
Deferred tax assets:
Start up costs	$	721		$	793
Lease liability		5,214			5,860
Stock based compensation		63			115
Accrued expenses		1,109			1,291
Allowance for bad debt		87			59
Research and development credit		875			875
Fixed assets and intangibles		2,096			2,896
Interest expense		10,977			8,211
Prepaid expenses		-			320
Settlement accrual		-			574
Deferred revenue		586			-
Net Operating Loss		19,340			12,813
Inventory (Sec. 263A)		186			175
Deferred tax asset	$	41,254		$	33,982

Deferred tax liabilities:
Right of Use Asset		3,454			4,533
Fixed assets and intangibles		47			-
Deferred tax liability		3,501			4,533
Net deferred tax asset (liability)		37,753			29,449
Valuation Allowance		(37,753	)		(29,449	)
Net deferred tax asset	$	-		$	-

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 13 - Income Taxes (Continued)

Reconciliation between the effective tax rate on income from continuing operations and the statutory rate for the year ending December 31, 2025 and 2024, is as follows:

	2025
	Tax			Percentage
Book loss before taxes	$	(14,707	)		21.00	%
Permanent differences (other than tax)
Loss on extinguishment of debt		6,687			(9.55	)%
Term loan principal forgiven		1,050			(1.50	)%
Warrants		(1,075	)		1.53	%
Stock based compensation		201			(0.29	)%
Nontaxable and nondeductible items		26			(0.04	)%
State taxes, net⁽¹⁾		8			(0.01	)%
Research and development credits		-			-	%
Uncertain tax positions		(55	)		0.08	%
Other		1			0.00	%
Deferred true-up		40			(0.05	)%
Change in valuation allowance		7,730			(11.04	)%
Total	$	(94	)
Effective tax rate					0.13	%

(1)	State of Texas makes up the majority of the tax effects in this category.

	2024
	Tax			Percentage
Book loss before taxes	$	(8,529	)		21.00	%
Permanent differences (other than tax)
Nontaxable and Nondeductible items		(259	)		0.64	%
State taxes, net		(931	)		2.29	%
Research and development credits		(29	)		0.07	%
Uncertain tax positions		(36	)		0.09	%
Other		94			(0.23	)%
Deferred true-up		(142	)		0.35	%
Change in valuation allowance		9,832			(24.21	)%
Total	$	-
Effective tax rate					0.0	%

The tax returns of the Company are open for three years from the date of filing. At the report date, federal tax returns are open for the Company for 2022, 2023 and 2024.

In 2025, the Company paid the state of Texas in the amount of $4.

Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not yet evaluated if section 382 was triggered.

Subject to the limitations described below, as of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $84,559 available to reduce future taxable income which do not expire, but are limited to 80% utilization against taxable income. As of December 31, 2025, the Company had state net operating loss carryforwards of approximately $38,553 available to reduce future taxable income, which start to expire in 2037. The Company also had research and development credits of $875 as of December 31, 2025 to offset future federal income taxes, which are set to expire in 2042.

Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of December 31, 2025. The valuation allowance as of December 31, 2025 was $37,753, primarily due to the company entering into a 4 year cumulative loss position and no expectation of income for the year ended December 31, 2025. Valuation allowance total increased by $8,304. Federal portion of this number is $7,730 and the rest is a state portion of $574.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 13 - Income Taxes (Continued)

As part of the Tax Cuts and Jobs Act enacted in December 2017, taxpayers were required to capitalize research and experimental expenditures under Section 174 and amortize them over five years if incurred in the United States and over fifteen years if incurred in a foreign jurisdiction for tax years beginning on or after January 1, 2022. In 2025, the One Big Beautiful Bill (Public Law 119-21) introduced Section 174A, which permits taxpayers, for tax years beginning after December 31, 2024, to currently deduct qualifying domestic research and experimental expenditures or, at the taxpayer’s election, capitalize and amortize such expenditures over a period of not less than 60 months, while the requirement to capitalize and amortize foreign research and experimental expenditures over fifteen years remains in effect. The change in tax law reduces deferred tax assets associated with previously capitalized domestic research and experimental expenditures and increases the current deductibility of such costs for the year ended December 31, 2025. Provisions of this law did not have a material effect on our financial statements.

The roll-forward of the Company’s gross uncertain tax positions is as follows:

	Gross Uncertain Tax Position
Balance at January 1, 2024	$	91
Additions for current year tax positions		(36	)
Balance at December 31, 2024		55
Expiration		(55	)
Balance at December 31, 2025	$	-

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

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 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 270
-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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-Name Accounting Standards Codification
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-Paragraph 1
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-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Jun. 20, 2023	Oct. 07, 2022	Feb. 28, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Oct. 31, 2025	Jun. 30, 2025	Jun. 23, 2025	Feb. 26, 2025	Sep. 30, 2024	Jun. 28, 2024	May 13, 2024	Dec. 29, 2023	Oct. 10, 2022
Class of Warrant or Right [Line Items]
Warrants outstanding				925,616	392,616
Proceeds from exercise of public warrants
Warrant exercise purchase, description		the Company issued (i) the penny warrants to the Term Loan Lenders exercisable to purchase an aggregate of 28,812 shares of Common Stock (the “Original Penny Warrants”) and (ii) the $900.00 warrants to issue warrants to the Term Loan Lenders exercisable to purchase an aggregate of 17,778 shares of Common Stock at $900 per share (the “$10 Warrants” and, together with the Original Penny Warrants, the “Term Loan Warrants”). The $10 Warrants were exercised on a cashless basis on October 10, 2022, with the Company issuing 5,079 shares of Common Stock in connection with such exercise. During the year ended December 31, 2023, Original Penny Warrant holders exercised 22,222 warrants on a cashless basis, with the Company agreeing to issue 22,181 shares of Common Stock in connection with such exercise.
Series A Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price									$ 10,000
Share price			$ 10,000
Warrants to purchase common stock			4,000						4,000
Warrants, shares			170
Conversion price			$ 2.332					$ 1.44
Term Loan Agreement [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price		$ 900.00
Over-Allotment Option [Member]
Class of Warrant or Right [Line Items]
Options to purchase shares	16,667
Over-Allotment Option [Member] \| Underwriters [Member]
Class of Warrant or Right [Line Items]
Options to purchase shares	15,611
October Two Thousand Twenty Five Public Offering [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price							$ 13.50
Share price							$ 0.0001
Warrants to purchase common stock							500,000
Underwriters Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price	$ 225.00
Warrants issued shares
Warrants outstanding shares				6,336	6,336	6,336
Warrants to purchase common stock	6,336
Warrant excersie price, rate	125.00%
Investor Warrants [Member]
Class of Warrant or Right [Line Items]
Share issued, price share	$ 180.00
Share price				$ 3.25	$ 2.78
Warrants issued shares
Warrants outstanding shares				123,688	123,688	123,688
Warrants to purchase common stock	111,111
Investor Warrants [Member] \| Underwriters [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock	15,611
Investor Warrants [Member] \| Over-Allotment Option [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock	16,667
Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants, shares				2,316	35,042
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price				$ 1,035
Share issued, price share				0.90
Share price				$ 1,440
Warrants issued				105,417
Warrants outstanding				105,417
Warrants issued shares				104,695	104,695
Warrants outstanding shares				104,695	104,695
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding				16,682	16,682
Warrants to purchase common stock						34,739
Warrants, shares						12,222
Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock		28,812
Penny Warrants [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock						22,222								14,296
Penny Warrants [Member] \| Common Stock [Member] \| Lenders [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock						53
Warrants 10 [Member]
Class of Warrant or Right [Line Items]
Share price		$ 900													$ 10
Warrants to purchase common stock		17,778
Warrants 10 [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants to purchase common stock						22,181
May 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Share price				$ 107.10
May 2024 Penny Warrants [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price													$ 0.01
Warrants to purchase common stock													28,333
Warrants term													10 years
June 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Share price				76.50
June 2024 Penny Warrants [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price												$ 0.01
Warrants to purchase common stock												23,333
Warrants term												10 years
September 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Share price				47.70
September 2024 Penny Warrants [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price											$ 0.01
Warrants to purchase common stock											33,333
Warrants term											10 years
December 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Share price				27.80
December 2024 Penny Warrants [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price					$ 0.01
Warrants to purchase common stock					35,000
Original Penny Warrants [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price											$ 0.01
Warrants to purchase common stock					275						33,333
Warrants term											10 years
February 2025 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Share price				$ 21.20
February 2025 Penny Warrants [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price										$ 0.01
Warrants to purchase common stock										33,000
Warrants term										10 years
Private Placement Convertible Preferred Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants exercise price			$ 10,000
Warrants to purchase common stock			200
Shares issued			20
Conversion price			$ 0.424
Fair value of derivative liability			$ 120

Inventory (Tables)

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORY

Inventory consists of the following:

SCHEDULE OF INVENTORY

	December 31, 2025		December 31, 2024
Raw material	$	20,933	$	18,776
Finished goods		3,301		2,940
Total inventory	$	24,234	$	21,716

SCHEDULE OF BREAKOUT OF FINANCE LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Finance lease right-of-use assets	$ 85	$ 121
Short-term finance lease liabilities	35	47
Long-term finance lease liabilities	28	63
Total finance lease liabilities	$ 63	$ 110
Weighted average remaining lease term	2 years 1 month 24 days	2 years 9 months 10 days
Weighted average discount rate	5.20%	5.20%

Inventory

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

Inventory

Note 4 - Inventory

Inventory consists of the following:

SCHEDULE OF INVENTORY

	December 31, 2025		December 31, 2024
Raw material	$	20,933	$	18,776
Finished goods		3,301		2,940
Total inventory	$	24,234	$	21,716

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

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Segment Reporting Information [Line Items]

Net Sales

$ 58,630

$ 50,645

Reconciling items

Consolidated Net Sales

58,630

50,645

Direct material

35,012

32,223

Direct labor

3,483

3,291

Direct overhead and depreciation

4,488

3,505

Total Cost of Goods Sold

42,983

39,019

Gross profit

15,647

11,626

Research & development

2,981

5,451

Sales tax adjustment

Credit card & amazon transaction fees

501

556

Other general & administrative

22,490

18,749

Loss on impairment of right-of-use assets

2,667

Shipping

2,766

2,529

Sales and marketing stock compensation

161

211

Sales and marketing wages

2,226

2,874

Marketing spend

2,750

2,401

Rent

Unallocated sales and marketing stock compensation

Unallocated sales and marketing wages

1,363

292

Other sales & marketing

781

1,591

Total Operating Expenses

38,820

37,385

Loss from operations

(23,173)

(25,759)

Other income (expense)

131

(36)

Interest expense, net

(20,265)

(21,504)

Loss on extinguishment of debt

(31,843)

Change in FMV of warrant liability

5,117

6,684

Total Other Income (Expense)

(46,860)

(14,856)

Net Loss Before Taxes

(70,033)

(40,615)

Income Tax Benefit

(94)

Net Income (Loss)

(69,939)

(40,615)

Reconciling items

Consolidated net loss

(69,939)

(40,615)

Loss on settlement

2,500

Direct To Consumers [Member]

Segment Reporting Information [Line Items]

Net Sales

20,696

22,616

Direct material

12,547

13,915

Direct labor

1,458

1,433

Direct overhead and depreciation

1,876

1,529

Total Cost of Goods Sold

15,881

16,877

Gross profit

4,815

5,739

Research & development

Sales tax adjustment

Credit card & amazon transaction fees

501

556

Other general & administrative

Loss on impairment of right-of-use assets

Shipping

1,704

1,711

Sales and marketing stock compensation

Sales and marketing wages

978

1,156

Marketing spend

2,487

1,411

Rent

Unallocated sales and marketing stock compensation

Unallocated sales and marketing wages

Other sales & marketing

Total Operating Expenses

5,768

6,175

Loss from operations

(953)

(436)

Other income (expense)

Interest expense, net

Loss on extinguishment of debt

Change in FMV of warrant liability

Total Other Income (Expense)

Net Loss Before Taxes

(953)

(436)

Income Tax Benefit

Net Income (Loss)

(953)

(436)

Loss on settlement

1,126

Original Equipment Manufacturers [Member]

Segment Reporting Information [Line Items]

Net Sales

36,934

27,612

Direct material

22,465

18,308

Direct labor

2,025

1,858

Direct overhead and depreciation

2,612

1,976

Total Cost of Goods Sold

27,102

22,142

Gross profit

9,832

5,470

Research & development

Sales tax adjustment

Credit card & amazon transaction fees

Other general & administrative

Loss on impairment of right-of-use assets

Shipping

1,062

818

Sales and marketing stock compensation

123

157

Sales and marketing wages

1,248

1,718

Marketing spend

263

990

Rent

Unallocated sales and marketing stock compensation

Unallocated sales and marketing wages

Other sales & marketing

Total Operating Expenses

2,713

5,073

Loss from operations

7,119

397

Other income (expense)

Interest expense, net

Loss on extinguishment of debt

Change in FMV of warrant liability

Total Other Income (Expense)

Net Loss Before Taxes

7,119

397

Income Tax Benefit

Net Income (Loss)

7,119

397

Loss on settlement

1,374

Other [Member]

Segment Reporting Information [Line Items]

Net Sales

1,000

^[1]

417

^[2]

Direct material

Direct labor

Direct overhead and depreciation

Total Cost of Goods Sold

Gross profit

1,000

417

Research & development

2,981

^[3]

5,451

^[4]

Sales tax adjustment

Credit card & amazon transaction fees

Other general & administrative

22,490

^[5]

18,749

^[6]

Loss on impairment of right-of-use assets

2,667

Shipping

Sales and marketing stock compensation

Sales and marketing wages

Marketing spend

Rent

Unallocated sales and marketing stock compensation

^[7]

^[8]

Unallocated sales and marketing wages

1,363

^[7]

292

^[8]

Other sales & marketing

781

^[7]

1,591

^[8]

Total Operating Expenses

30,339

26,137

Loss from operations

(29,339)

(25,720)

Other income (expense)

131

(36)

Interest expense, net

(20,265)

(21,504)

Loss on extinguishment of debt

(31,843)

Change in FMV of warrant liability

5,117

6,684

Total Other Income (Expense)

(46,860)

^[9]

(14,856)

^[10]

Net Loss Before Taxes

(76,199)

(40,576)

Income Tax Benefit

(94)

Net Income (Loss)

$ (76,105)

(40,576)

Loss on settlement

^[11]

[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]	Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses
[6]	Administrative and Engineering employee costs along with legal, insurance, professional fees related to administration and other general office expenses
[7]	General sales and marketing employee cost and other marketing expenses
[8]	General sales and marketing employee cost and other marketing expenses
[9]	Interest expense related to debt, change in fair market value of warrant liability, and loss on extinguishment of long-term debt
[10]	Interest expense related to debt and change in fair market value of warrant liability
[11]	Loss on settlement from patent licensing litigation

License Agreement

12 Months Ended

Dec. 31, 2025

License Agreement

License Agreement

Note 7 - License Agreement

On July 29, 2024, Legacy Dragonfly and Battle Born LLC, a wholly-owned subsidiary of Legacy Dragonfly, entered into the License Agreement with Stryten. Under the terms of the License Agreement, Battle Born LLC granted Stryten an exclusive, worldwide license to use certain trademarks associated with the Company’s lithium-ion battery brand, Battle Born Batteries®, for business-to-business battery sales in specified markets. In exchange, Stryten paid an initial licensing fee of $5,000 and will make additional mid-single digit royalty payments to be paid based on net sales to be paid quarterly utilizing the licensed trademarks, with total royalties capped at $25,000. Once the cap is reached, Stryten will be required to pay a nominal annual license fee. The License Agreement is perpetual unless terminated in accordance with its terms. Concurrently, the Company transferred all intellectual property rights related to the licensed trademarks to Battle Born LLC and retained a worldwide license outside of Stryten’s designated markets. The $5,000 initial licensing fee is being recognized as revenue on a straight-line basis over five years. As of December 31, 2025 and 2024, the Company has recorded $1,000 and $417, respectively, in revenue related to the amortization of the License Agreement and no royalty payments have been received or earned. As of December 31, 2025, the Company has recorded $1,000 in short term deferred revenue and $2,583 in long-term deferred revenue related to the license agreement. As of December 31, 2024, the Company has recorded $1,000 in short term deferred revenue and $3,583 in long-term deferred revenue related to the license agreement.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”) and present the consolidated financial statements of the Company and its wholly owned subsidiary.

Principles of consolidation

Principles of consolidation

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

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

Going Concern

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

For the years ended December 31, 2025 and 2024, the Company incurred losses from operations and had negative cash flow from operations. As of December 31, 2025, the Company had $18,270 in cash and cash equivalents and a working capital of $30,423. 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.

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 year ended December 31, 2025, the Company received proceeds of $8,000 less $670 in costs for net proceeds of $7,330 due to the conversion of 800 shares of Series A Preferred Stock for 3,231,462 shares of common stock which the Company has been using for working capital and general corporate purposes. As of December 31, 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 the Company to maintain cash and cash equivalents equal to or greater than $2,500) through June 30, 2026.

On July 30, 2025, the Company received proceeds of $5,495 less $811 in costs, which the Company has been using for working capital and other general corporate purposes, including the repayment of indebtedness in the ordinary course. Investors received an aggregate of 2,198,000 shares of common stock.

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 October 6, 2025, the Company received proceeds of $26,925, net of costs, in connection with the issuance of 2,300,000 shares of common stock and option to purchase 300,000 shares of common stock. The Company used the proceeds to make a $4,000 prepayment on the Term Loan. On October 17, 2025, the Company received additional proceeds of $51,928, net of costs, from the issuance of 3,600,000 shares of common stock and 500,000 pre-funded warrants to purchase shares of common stock. The Company used 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 monthly 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 6 & 10 for more information regarding the offerings, term loan amendment, and exchange agreement that occurred in October and November 2025.

Subsequent to year end, on January 30, 2026, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC, as lead agent and representative of the other sales agents, establishing an at-the-market equity offering program under which the Company may, at its discretion, offer and sell from time to time up to $50 million of its common stock. While the Company is not obligated to issue any shares under the agreement and retains full control over the timing, amount, pricing, and terms of any sales effected through the lead agent, this agreement provides the Company with a flexible, readily accessible source of capital to support its liquidity needs, subject to customary closing conditions, a 3% sales commission and reimbursement of specified expenses payable to the agents, and standard indemnification and contribution provisions.

As presented above, strategic initiatives were executed in 2025 and early 2026 in order to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern. These initiatives include multiple capital raises totaling a net cash increase of $90,930 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, along with the at-the-market equity offering program entered into January 2026. 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.

Cash and Cash Equivalents

Cash and Cash Equivalents

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

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

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)

Accounts Receivable

Accounts Receivable

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

Inventory

Inventory

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

Assets Held for Sale

Assets Held for Sale

Assets held for sale are valued at the lower of the carrying amount or the net realizable value estimated at December 31, 2025. Impairment to carrying amounts are recognized to non-operating expenses. 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 December 31, 2025.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost, including the cost of significant improvements and renovations. Cost includes the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating as intended, which may include internal labor and related benefits of employees directly involved in the design, construction and installation of property and equipment, as well as applicable allocated overhead. Costs of routine repairs and maintenance are charged to expense as incurred. Depreciation and amortization are calculated by the straight-line method over the estimated useful lives for owned property or, for leasehold improvements, over the shorter of the asset’s useful life or the term of the lease. Depreciation expense for the years ended December 31, 2025 and 2024 was $2,236 and $1,372, respectively.

During the year ended December 31, 2025, the Company began capitalizing certain internal engineering labor costs directly attributable to the construction of property and equipment; the impact of this change on the Company’s financial statements was not material.

The various classes of property and equipment and estimated useful lives are as follows:

Office furniture and equipment	3 to 7 years
Vehicles	5 years
Machinery and equipment	3 to 7 years
Leasehold improvements	Shorter of Useful Life of Remaining Term of Lease

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)

Use of Estimates

Use of Estimates

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

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of these asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. When indications of impairment are present and the estimated undiscounted future cash flows from the use of these assets is less than the assets’ carrying value, the related assets will be written down to fair value. For the years ended December 31, 2025, and December 31, 2024, the Company recorded an impairment of $0 and $873, respectively, in connection with the Assets Held for Sale on the Consolidated Statement of Operations. For the year ended December 31, 2025 and 2024, the Company recorded an impairment of $2,667 and $0, respectively, related to its right-of-use assets.

Warrants

Warrants

The Company applies relevant accounting guidance for warrants to purchase the Company’s stock based on the nature of the relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, the Company follows guidance issued within ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”), to assist in the determination of whether the warrants should be classified as liabilities or equity. Warrants that are determined to require liability classification are measured at fair value upon issuance and are subsequently remeasured to their then fair value at each subsequent reporting period with changes in fair value recorded in current earnings. Warrants that are determined to qualify equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified.

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)

Commitments and Contingencies

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Revenue Recognition

Revenue Recognition

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

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

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

The Company may receive payments at the onset of the contract before delivery of goods for customers in the retail channel. Payment terms for distributors and 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 December 31, 2025 and 2024, the contract liability related to the Company’s customer deposits were approximately $121 and $317, respectively.

During the year ended December 31, 2025, the Company recognized $317 of the contract liability that was recorded as of December 31, 2024. In the prior year ended December 31, 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”) (Note 7). The $5,000 initial licensing fee is being recognized as revenue on a straight-line basis over five years. The Company has recorded $1,000 in revenue related to the license agreement for the year ended December 31, 2025. As of December 31, 2025 and 2024, the contract liability related to the Company’s deferred revenue were approximately $3,583 and $4,583, respectively.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Disaggregation of Revenue

Disaggregation of Revenue

The following table present our disaggregated revenues by distribution channel:

Sales	2025		2024
	December 31,
Sales	2025		2024
Direct to customer		20,696		22,616
Original equipment manufacture		36,934		27,612
License fee revenue		1,000		417
Total	$	58,630	$	50,645

Shipping and Handling

Shipping and Handling

Shipping and handling fees paid by customers are recorded within net sales, with the related expenses recorded in cost of sales. Shipping and handling costs associated with outbound freight are included in sales and marketing expenses. Shipping and handling costs associated with outbound freight totaled $2,766 and $2,530 for the years ended December 31, 2025 and 2024, respectively.

Product Warranty

Product Warranty

The Company offers assurance type warranties from 5 to 10 years on its products. The Company estimates the costs associated with the warranty obligation using historical data of warranty claims and costs incurred to satisfy those claims. The Company estimates, based upon a review of historical warranty claim experience, the costs that may be incurred under its warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our 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 our 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 December 31, 2025 and 2024 to be $867 and $514, respectively.

SCHEDULE OF WARRANTY OBLIGATION

	2025			2024
	December 31,
	2025			2024
Beginning warranty obligation		514			307
Provision of warranty expense		538			541
Settlement of warranty claims		(185	)		(334	)
Ending warranty obligation	$	867		$	514

Concentrations

Concentrations

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

Sales from Customer A comprised approximately 27% of the Company’s total revenue for the year ended December 31, 2025. Sales from Customer A comprised approximately 14% of the Company’s total revenue for the year ended December 31, 2024.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Concentrations (Continued)

As of December 31, 2025, payables to Vendor A, Vendor B, and Vendor C comprised approximately 36%, 16%, and 12%, respectively, of accounts payables. As of December 31, 2024, payables to Vendor A, Vendor C, and Vendor D comprised approximately 11%, 33%, and 12%, respectively, of accounts payables.

For the year ended December 31, 2025, Vendor A, Vendor B, and Vendor E accounted for approximately 18%, 11%, and 10%, respectively, of the Company’s total purchases. For the year ended December 31, 2024, Vendor D accounted for approximately 11% of the Company’s total purchases.

Deferred Financing Costs

Deferred Financing Costs

The incremental cost, including the fair value of warrants, directly associated with obtaining debt financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest method with such amortized amounts included as a component of interest expense in the consolidated statement of operations. Unamortized deferred financing costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt obligation.

Research and Development

Research and Development

Research and development costs are expensed as incurred. Research and development expenses include salaries, contractor and consultant fees, supplies and materials, as well as costs related to overhead such as depreciation, facilities, utilities and other departmental expenses. Costs related to internally developed technology and engineering services are generally included in research and development expenses as incurred. However, internal engineering and other personnel costs that are directly attributable to the acquisition or construction of property and equipment or other assets with alternative future uses are capitalized as part of the cost of those assets and depreciated over their estimated useful lives.

Advertising

Advertising

The Company expenses advertising costs as they are incurred and are included in selling and marketing expenses. Advertising expenses amounted to $2,311 and $2,257 for the years ended December 31, 2025 and 2024, respectively.

Stock-Based Compensation

Stock-Based Compensation

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

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 (continued)

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

Income Taxes

Deferred income tax assets and liabilities (Note 13) are determined based on the estimated future tax effects of net operating loss, credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates.

The Company recognizes a tax benefit for an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company had a liability of $0 and $55 as of December 31, 2025 and 2024, of uncertain tax positions.

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

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.

Net Loss per Common Share

Net Loss per Common Share

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

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

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

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 (continued)

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
	December 31,
	2025		2024
Warrants		925,616		392,616
Restricted stock units		16,787		33,475
Options		13,407		16,881
Weighted average number of common shares-basic		955,810		442,972

Reclassifications

Reclassifications

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

Leases

Leases

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

Segment Reporting

Segment Reporting

Operating segments are identified (Note 14) as components of the Company for which separate discrete financial information is available and that are regularly reviewed by the Company’s Chief Executive Officer, the chief operating decision maker, to make decisions about resource allocation and assess performance. The Company currently manages its business through two operating and reportable segments. Beginning in 2024, the Company’s internal reporting structure and management’s decision-making processes evolved such that the Company now reports two operating segments. Prior-period segment information has been recast to conform to the current period presentation, where applicable.

Recently adopted accounting pronouncements

Recently adopted accounting pronouncements:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The Company adopted Accounting Standards Update on a prospective basis. This standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The adoption of this new standard did not have a material impact on our consolidated financial statements. For additional information, see Note 13 — 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)

Recently issued accounting pronouncements

Recently issued accounting pronouncements:

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.

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, which provides a practical expedient related to the estimation of expected credit losses for certain financial assets measured on an amortized cost basis, including current accounts receivable and current contract assets under FASB Accounting Standards Codification 606 - Revenues from Contracts with Customers. Under the practical expedient, a public entity may assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the financial asset when developing reasonable and supportable forecasts used to estimate expected credit losses. This ASU is effective for the Company on January 1, 2026, with early adoption permitted. The Company is currently evaluating the potential impact on its consolidated financial statements upon adoption.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. This ASU is effective for the Company on January 1, 2028, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of presentation

Principles of consolidation

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

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)

Cash and Cash Equivalents

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

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

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)

Accounts Receivable

Inventory

Assets Held for Sale

Property and Equipment

The various classes of property and equipment and estimated useful lives are as follows:

Office furniture and equipment	3 to 7 years
Vehicles	5 years
Machinery and equipment	3 to 7 years
Leasehold improvements	Shorter of Useful Life of Remaining Term of Lease

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)

Use of Estimates

Impairment of Long-Lived Assets

Warrants

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)

Commitments and Contingencies

Revenue Recognition

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Disaggregation of Revenue

The following table present our disaggregated revenues by distribution channel:

Sales	2025		2024
	December 31,
Sales	2025		2024
Direct to customer		20,696		22,616
Original equipment manufacture		36,934		27,612
License fee revenue		1,000		417
Total	$	58,630	$	50,645

Shipping and Handling

Product Warranty

SCHEDULE OF WARRANTY OBLIGATION

	2025			2024
	December 31,
	2025			2024
Beginning warranty obligation		514			307
Provision of warranty expense		538			541
Settlement of warranty claims		(185	)		(334	)
Ending warranty obligation	$	867		$	514

Concentrations

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Concentrations (Continued)

Deferred Financing Costs

Research and Development

Advertising

Stock-Based Compensation

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 2 – Summary of Significant Accounting Policies (continued)

Stock-Based Compensation (continued)

Income Taxes

Net Loss per Common Share

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 (continued)

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
	December 31,
	2025		2024
Warrants		925,616		392,616
Restricted stock units		16,787		33,475
Options		13,407		16,881
Weighted average number of common shares-basic		955,810		442,972

Reclassifications

Leases

Segment Reporting

Recently adopted accounting pronouncements:

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:

SCHEDULE OF BREAKOUT OF OPERATING LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Operating lease right-of-use assets	$ 15,240	$ 19,737
Short-term operating lease liabilities	2,533	2,926
Long-term operating lease liabilities	20,470	22,588
Total operating lease liabilities	$ 23,003	$ 25,514
Weighted average remaining lease term	7 years 10 months 17 days	8 years 5 months 15 days
Weighted average discount rate	7.99%	7.86%

SCHEDULE OF ROLL FORWARD OF LIABILITY CLASSIFIED WARRANTS (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Private Warrants [Member]
LiabilityWarrantsLineItems [Line Items]
Warrants Outstanding	16,682	16,682
Exercise of warrants
Warrants issued
Warrants Outstanding	16,682	16,682
Term Loan Warrants [Member]
LiabilityWarrantsLineItems [Line Items]
Warrants Outstanding	141,215	20,939
Exercise of warrants
Warrants issued	33,000	120,276
Warrants Outstanding	174,215	141,215
Investor Warrants [Member]
LiabilityWarrantsLineItems [Line Items]
Warrants Outstanding	123,688	123,688
Exercise of warrants
Warrants issued
Warrants Outstanding	123,688	123,688

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current Assets
Cash and cash equivalents	$ 18,270	$ 4,849
Accounts receivable, net of allowance for credit losses	4,215	2,416
Inventory	24,234	21,716
Prepaid expenses	1,088	806
Prepaid inventory	937	1,362
Prepaid income tax	353	307
Assets held for sale		644
Other current assets	1,083	825
Total Current Assets	50,180	32,925
Property and Equipment
Machinery and equipment	17,794	16,778
Office furniture and equipment	432	355
Leasehold improvements	7,563	9,103
Vehicle	33	33
Total	25,822	26,269
Less accumulated depreciation and amortization	(5,081)	(4,162)
Property and Equipment, Net	20,741	22,107
Operating lease right of use asset, net	15,240	19,737
Other assets	388	445
Total Assets	86,549	75,214
Current Liabilities
Accounts payable	10,322	10,716
Accrued payroll and other liabilities	4,053	4,129
Accrued tariffs	943	1,915
Accrued settlement, current portion		750
Customer deposits	121	317
Deferred revenue, current portion	1,000	1,000
Uncertain tax position liability		55
Dividends Payable	317
Notes payable, current portion, net of debt issuance costs	433
Operating lease liability, current portion	2,533	2,926
Financing lease liability, current portion	35	47
Total Current Liabilities	19,757	21,855
Long-Term Liabilities
Deferred revenue, net of current portion	2,583	3,583
Warrant liabilities	713	5,133
Accrued settlement, net of current portion		1,750
Notes payable, non current portion, net of debt issuance costs	9,212	29,646
Operating lease liability, net of current portion	20,470	22,588
Financing lease liability, net of current portion	28	63
Total Long-Term Liabilities	33,006	62,763
Total Liabilities	52,763	84,618
Commitments and Contingencies (See Note 5)
Stockholders’ Equity (Deficit)
Preferred stock, 4,995,000 shares at $0.0001 par value, authorized, no shares issued and outstanding as of December 31, 2025 and 2024, respectively
Common stock, 400,000,000 shares at $0.0001 par value, authorized, 12,078,713 and 723,265 shares issued and outstanding as of December 31, 2025 and 2024, respectively	1
Additional paid in capital	163,622	72,750
Accumulated deficit	(152,093)	(82,154)
Total Stockholders’ Equity (Deficit)	11,530	(9,404)
Total Liabilities, Series B Preferred Stock and Stockholders’ Equity (Deficit)	86,549	75,214
Redeemable Preferred Stock Series A [Member]
Redeemable Preferred Stock
Preferred stock-Series B, 25,000 shares at $0.0001 par value, authorized, 25,000 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively
Redeemable Preferred Stock Series B [Member]
Redeemable Preferred Stock
Preferred stock-Series B, 25,000 shares at $0.0001 par value, authorized, 25,000 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively	$ 22,256

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

SCHEDULE OF PRETAX INCOME LOSS FROM CONTINUING OPERATIONS

Pre-tax income (loss) from continuing operations for the years ended December 31, 2025 and 2024 is as follows (in thousands):

	2025			2024
Domestic	$	(70,033	)	$	(40,615	)
Foreign		-			-
Total	$	(70,033	)	$	(40,615	)

SCHEDULE OF INCOME TAX EXPENSE

The (provision) benefit for income taxes for the years ended December 31, 2025 and 2024 was as follows (in thousands):

SCHEDULE OF INCOME TAX EXPENSE

	2025			2024
Current - Federal	$	(103	)	$	-
Current - State		9			-
Total tax expense	$	(94	)	$	-

SCHEDULE OF CASH PAID FOR INCOME TAX NET OF REFUNDS

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in thousands):

	2025
Federal	$	-
State		7
Foreign		-
Cash paid for income taxes, net of refunds received	$	7

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES)

	2025			2024
Deferred tax assets:
Start up costs	$	721		$	793
Lease liability		5,214			5,860
Stock based compensation		63			115
Accrued expenses		1,109			1,291
Allowance for bad debt		87			59
Research and development credit		875			875
Fixed assets and intangibles		2,096			2,896
Interest expense		10,977			8,211
Prepaid expenses		-			320
Settlement accrual		-			574
Deferred revenue		586			-
Net Operating Loss		19,340			12,813
Inventory (Sec. 263A)		186			175
Deferred tax asset	$	41,254		$	33,982

Deferred tax liabilities:
Right of Use Asset		3,454			4,533
Fixed assets and intangibles		47			-
Deferred tax liability		3,501			4,533
Net deferred tax asset (liability)		37,753			29,449
Valuation Allowance		(37,753	)		(29,449	)
Net deferred tax asset	$	-		$	-

SCHEDULE OF RECONCILIATION BETWEEN THE EFFECTIVE TAX RATE ON INCOME FROM CONTINUING OPERATIONS AND THE STATUTORY RATE

Reconciliation between the effective tax rate on income from continuing operations and the statutory rate for the year ending December 31, 2025 and 2024, is as follows:

	2025
	Tax			Percentage
Book loss before taxes	$	(14,707	)		21.00	%
Permanent differences (other than tax)
Loss on extinguishment of debt		6,687			(9.55	)%
Term loan principal forgiven		1,050			(1.50	)%
Warrants		(1,075	)		1.53	%
Stock based compensation		201			(0.29	)%
Nontaxable and nondeductible items		26			(0.04	)%
State taxes, net⁽¹⁾		8			(0.01	)%
Research and development credits		-			-	%
Uncertain tax positions		(55	)		0.08	%
Other		1			0.00	%
Deferred true-up		40			(0.05	)%
Change in valuation allowance		7,730			(11.04	)%
Total	$	(94	)
Effective tax rate					0.13	%

(1)	State of Texas makes up the majority of the tax effects in this category.

	2024
	Tax			Percentage
Book loss before taxes	$	(8,529	)		21.00	%
Permanent differences (other than tax)
Nontaxable and Nondeductible items		(259	)		0.64	%
State taxes, net		(931	)		2.29	%
Research and development credits		(29	)		0.07	%
Uncertain tax positions		(36	)		0.09	%
Other		94			(0.23	)%
Deferred true-up		(142	)		0.35	%
Change in valuation allowance		9,832			(24.21	)%
Total	$	-
Effective tax rate					0.0	%

SCHEDULE OF GROSS UNCERTAIN TAX POSITIONS

The roll-forward of the Company’s gross uncertain tax positions is as follows:

	Gross Uncertain Tax Position
Balance at January 1, 2024	$	91
Additions for current year tax positions		(36	)
Balance at December 31, 2024		55
Expiration		(55	)
Balance at December 31, 2025	$	-

Commitments and Contingencies (Details Narrative) $ in Thousands			12 Months Ended
	Apr. 12, 2024 USD ($) ft²	Feb. 02, 2022 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Mar. 31, 2025 USD ($)
Loss Contingencies [Line Items]
Monthly base rent		$ 230
Operating lease costs		23	$ 5,493	$ 4,437
Estimated monthly property taxes		$ 21
Percentage of escalation of monthly base rent		3.00%
Percentage of escalation of fix operating expense costs		2.40%
Area of land \| ft²	64,000
Rent for the premises payable	$ 45
Lease term percentage	3.00%
Operating expenses, taxes and insurance expenses percentage	25.00%
Landlord security deposit	$ 50
Loss on impairment of assets			2,667
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
Minimum [Member]
Loss Contingencies [Line Items]
Lease payments			$ 111
Finance lease term			3 years
Maximum [Member]
Loss Contingencies [Line Items]
Lease payments			$ 309
Finance lease term			5 years

SCHEDULE OF ROLL-FORWARD OF EQUITY WARRANTS (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Public Warrants [Member]
EquityWarrantsLineItems [Line Items]
Warrants Outstanding	104,695	104,695
Exercise of warrants
Warrants issued
Warrants Outstanding	104,695	104,695
Underwriters Warrants [Member]
EquityWarrantsLineItems [Line Items]
Warrants Outstanding	6,336	6,336
Exercise of warrants
Warrants issued
Warrants Outstanding	6,336	6,336
Pre Funded Underwriters Warrants [Member]
EquityWarrantsLineItems [Line Items]
Warrants Outstanding
Exercise of warrants
Warrants issued	500,000
Warrants Outstanding	500,000

WARRANTS (Tables)

12 Months Ended

Dec. 31, 2025

SCHEDULE OF ROLL-FORWARD OF EQUITY WARRANTS

The following table presents a roll-forward of the Company’s equity warrants from January 1, 2025 to December 31, 2025 and January 1, 2024 to December 31, 2024:

	Public Warrants		Underwriters’ Warrants		Pre-Funded Underwriters’ Warrants
Warrants Outstanding, January 1, 2025		104,695		6,336		-
Exercise of warrants		-		-		-
Warrants issued		-		-		500,000
Underwriters’ Warrants Outstanding, December 31, 2025		104,695		6,336		500,000

Warrants Outstanding, January 1, 2024		104,695		6,336		-
Warrants Outstanding		104,695		6,336		-
Exercise of warrants		-		-		-
Warrants issued		-		-		-
Underwriters’ Warrants Outstanding, December 31, 2024		104,695		6,336		-
Warrants Outstanding		104,695		6,336		-

SCHEDULE OF PENNY WARRANTS

The May 2024 Penny Warrants, the June 2024 Penny Warrants, the September 2024 Penny Warrants, the December 2024 Penny Warrants, and the February 2025 Penny Warrants were valued utilizing a Black-Scholes model to estimate fair value at the grant date, with the following assumptions:

SCHEDULE OF PENNY WARRANTS

	May 2024 penny warrants			June 2024 penny warrants			September 2024 penny warrants			December 2024 penny warrants			February 2025 penny warrants
Stock price	$	107.10		$	76.50		$	47.70		$	27.80		$	21.20
Strike price	$	0.01		$	0.01		$	0.01		$	0.01		$	0.01
Term		10 years			10 years			10 years			10 years			10 years
Volatility		88	%		91	%		90	%		90	%		90	%
Risk-free rate		4.5	%		4.4	%		3.8	%		4.6	%		4.3	%

SCHEDULE 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 December 31, 2025			As of December 31, 2024
Common stock price	$	3.25		$	2.78
Exercise price		0.01			0.09
Dividend yield		0	%		0	%
Term		6.77-9.16			7.77
Volatility		530.8	%		94.00	%
Risk-free rate		4.0% - 4.2	%		4.50	%
Fair value	$	3.25		$	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 December 31, 2025			As of December 31, 2024
Common stock price	$	3.25		$	2.78
Exercise price	$	180		$	18.00
Dividend yield		0	%		0	%
Term		2.48			3.47
Volatility		571.4	%		105	%
Risk-free rate		3.7	%		4.3	%
Fair value	$	3.25		$	1.01

SCHEDULE OF ROLL FORWARD OF LIABILITY CLASSIFIED WARRANTS

The following table presents a roll-forward of the Company’s warrants from January 1, 2025 to December 31, 2025 and January 1, 2024 to December 31, 2024:

	Private Warrants		Term Loan Warrants		Investor Warrants
Warrants Outstanding, January 1, 2025		16,682		141,215		123,688
Exercise of warrants		-		-		-
Warrants issued		-		33,000		-
Warrants Outstanding, December 31, 2025		16,682		174,215		123,688

Warrants Outstanding, January 1, 2024		16,682		20,939		123,688
Warrants Outstanding		16,682		20,939		123,688
Exercise of warrants		-		-		-
Warrants issued		-		120,276		-
Warrants Outstanding, December 31, 2024		16,682		141,215		123,688
Warrants Outstanding		16,682		141,215		123,688

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 December 31, 2025:

	Number of Warrants			Preferred Shares Underlying Warrants			Common Shares Underlying (at $1.00 floor)
Warrants Outstanding, January 1, 2025		-			-			-
Warrants Outstanding, Beginning balance		-			-			-
Exercise of warrants		-			-			-
Warrants issued		20			4,000			4,800,000
Cancellation of warrants		(20	)		(4,000	)		(4,800,000	)
Warrants Outstanding, December 31, 2025		-			-			-
Warrants Outstanding, Ending balance		-			-			-

Warrant [Member]

SCHEDULE OF ROLL FORWARD OF AGGREGATE FAIR VALUES OF WARRANT LIABILITIES

	Warrant Liability
Balances, January 1, 2025	$	5,133
Issuance of warrants		697
Exercise of warrants		-
Change in fair value of warrants		(5,117	)
Balances, December 31, 2025	$	713

Balances, January 1, 2024	$	4,448
Warrant Liability, Balances	$	4,448
Issuance of warrants		7,354
Exercise of warrants		-
Change in fair value of warrants		(6,669	)
Balances, December 31, 2024	$	5,133
Warrant Liability, Balance	$	5,133

COMMON STOCK

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

COMMON STOCK

Note 11 - COMMON STOCK

The Company is authorized to issue up to 400,000,000 shares of common stock with $0.0001 par value. Common stockholders are entitled to dividends if and when declared by the Board of Directors subject to the rights of the preferred stockholders. As of December 31, 2025 and 2024, there were 12,078,713 and 723,265 shares issued and outstanding.

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

For the years ended December 31, 2025 and 2024, the Company had reserved shares of common stock for issuance as follows:

	December 31, 2025		December 31, 2024
Options issued and outstanding		13,407		16,881
Common stock outstanding		12,078,713		723,265
Warrants outstanding		925,616		392,616
Earnout shares		277,778		277,778
Shares available for future issuance		1,017,131		85,441
Total		14,312,645		1,495,981

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 11 - Common Stock (Continued)

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 2,316 shares for aggregate net proceeds to the Company of $63 from the period January 1, 2025 through December 31, 2025. The Company issued 35,042 shares pursuant to the ChEF Equity Facility for aggregate proceeds to the Company of $2,025 from the period of January 1, 2024 through December 31, 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, 276 Penny Warrants were issued from the period January 1, 2024 through December 31, 2024. The ChEF Equity Facility expires in December 2025. As part of the expiration, the remainder of the Commitment Fee, pursuant to the purchase agreement, of $891 is due and payable to Chardan Capital Markets. This amount is expensed and accrued in current liabilities, specifically ‘Accrued payroll and other liabilities’, on the balance sheet as of December 31, 2025.

July 2025 Public Offering

On July 30, 2025, the Company entered into an underwriting agreement with Canaccord Genuity LLC, as underwriter, relating to an underwritten public offering of 2,198,000 shares of common stock at a price to the public of $2.50 per share raising proceeds of $4,684 net of offering costs.

October 2025 Public Offering

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 2,000,000 shares of common stock, at a price to the public of $12.50 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 300,000 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 2,300,000 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 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) 3,600,000 shares of common stock, at a price to the public of $13.50 per share and (ii) pre-funded warrants to purchase up to 500,000 shares of common stock at a price to the public of $13.50 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 $51,929 after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 11 - Common Stock (Continued)

Reverse Stock Split and Recasting of Per-Share Amounts

On November 12, 2024, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to be effected at 6:00 a.m. Eastern Time on November 22, 2024, a one-for-nine reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share. As a result of the reverse stock split, every nine shares of common stock issued and outstanding, including shares held as treasury shares, were automatically combined into one share of common stock. The number of authorized shares of Common Stock remained the same at 250,000,000 authorized shares.

Shares of the Common Stock began trading on a split-adjusted basis at market open on November 22, 2024. The $0.0001 par value per share of Common Stock and any other rights associated with the Common Stock were not affected by the reverse stock split.

On December 15, 2025, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to be effected at 6:00 a.m. Eastern Time on December 18, 2025, a one-for-ten reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share. As a result of the reverse stock split, every ten shares of the Company’s issued and outstanding common stock was converted into one share of common stock. The number of authorized shares of Common Stock remained the same at 400,000,000 authorized shares.

The Common Stock began trading on a Reverse Stock Split-adjusted basis when the market opens on December 18, 2025. The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 11 - Common Stock (Continued)

All shares of Common Stock, stock option awards and per share amounts in the accompanying Consolidated Financial Statements and related Notes have been retrospectively restated to reflect the effect of the reverse stock split.

Preferred shares outstanding were not affected by the reverse stock split and as such, those shares have not been adjusted in the accompanying Consolidated Financial Statements and related Notes.

- Definition

The entire disclosure for equity.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

SCHEDULE OF RECONCILIATION BETWEEN THE EFFECTIVE TAX RATE ON INCOME FROM CONTINUING OPERATIONS AND THE STATUTORY RATE (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Book income (loss) before taxes, tax

$ (14,707)

$ (8,529)

Book income (loss) before taxes, percent

21.00%

Loss on extinguishment of debt

$ 6,687

Loss on extinguishment of debt, percent

(9.55%)

Term loan principal forgiven

$ 1,050

Term loan principal forgiven, percent

(1.50%)

Warrants

$ (1,075)

Warrants, percent

1.53%

Stock based compensation

$ 201

Stock based compensation, percent

(0.29%)

Nontaxable and nondeductible items

$ 26

$ (259)

Nontaxable and nondeductible items, percent

(0.04%)

0.64%

State taxes, net

$ 8

^[1]

$ (931)

State taxes, net, percent

(0.01%)

^[1]

2.29%

Research and development credits

$ (29)

Research and development credits, percent

0.07%

Uncertain tax positions

$ (55)

$ (36)

Uncertain tax positions, percent

0.08%

0.09%

Other

$ 1

$ 94

Other, percent

0.00%

(0.23%)

Deferred true-up

$ 40

$ (142)

Deferred true-up, percent

(0.05%)

0.35%

Change in valuation allowance

$ 7,730

$ 9,832

Change in valuation allowance, percent

(11.04%)

(24.21%)

Total tax expense

$ (94)

Effective tax rate, percent

0.13%

0.00%

[1]	State of Texas makes up the majority of the tax effects in this category.

SCHEDULE OF ROLL FORWARD OF AGGREGATE FAIR VALUES OF WARRANT LIABILITIES (Details) - Warrant [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
FairValueWarrantsALineItems [Line Items]
Fair value as of January 1, 2024	$ 5,133	$ 4,448
Issuance of warrants	697	7,354
Exercise of warrants
Change in fair value of warrants	(5,117)	(6,669)
Fair value as of December 31, 2024	$ 713	$ 5,133

Long Term Debt (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

SCHEDULE OF FUTURE DEBT MATURITIES

SCHEDULE OF EXTINGUISHMENT OF DEBT


Voluntary prepayment	$	45,000
Series B preferred stock (at fair value)		21,704
Amendment fees (paid in kind)		465
Amendment fees (paid in cash)		465
Total	$	67,634
Less: carrying amount of debt settled		(35,791	)
Loss on extinguishment	$	31,843

Financial Covenants

At December 31, 2025, the future debt maturities are as follows:

SCHEDULE OF FUTURE DEBT MATURITIES

For Year Ended December 31,
2026		945
2027		18,399
Total debt		19,344
Less: Unamortized debt issuance costs		(9,699	)
Total carrying amount		9,645
Less: Current portion of debt		(433	)
Total long-term debt	$	9,212

SCHEDULE OF FUTURE DEBT MATURITIES

At December 31, 2025, the future debt maturities are as follows:

SCHEDULE OF FUTURE DEBT MATURITIES

For Year Ended December 31,
2026		945
2027		18,399
Total debt		19,344
Less: Unamortized debt issuance costs		(9,699	)
Total carrying amount		9,645
Less: Current portion of debt		(433	)
Total long-term debt	$	9,212

SCHEDULE OF ROLL FORWARD OF PRIVATE PLACEMENT CONVERTIBLE PREFERRED WARRANTS (Details)	12 Months Ended
	Dec. 31, 2025 shares
Number of Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding
Exercise of warrants
Warrants issued	20
Cancellation of warrants	(20)
Warrants Outstanding
Preferred Shares Underlying Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding
Exercise of warrants
Warrants issued	4,000
Cancellation of warrants	(4,000)
Warrants Outstanding
Common Shares Underlying Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding
Exercise of warrants
Warrants issued	4,800,000
Cancellation of warrants	(4,800,000)
Warrants Outstanding

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

SCHEDULE OF BREAKOUT OF OPERATING LEASES

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

	December 31, 2025			December 31, 2024
Operating lease right-of-use assets	$	15,240		$	19,737
Short-term operating lease liabilities		2,533			2,926
Long-term operating lease liabilities		20,470			22,588
Total operating lease liabilities	$	23,003		$	25,514
Weighted average remaining lease term		7.88 years			8.46 years
Weighted average discount rate		7.99	%		7.86	%

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES

At December 31, 2025, the future minimum lease payments under these operating leases are as follows:

Fiscal Years Ending
December 31, 2026		4,275
December 31, 2027		3,746
December 31, 2028		3,860
December 31, 2029		3,614
December 31, 2030		3,446
Thereafter		12,600
Total lease payments		31,541
Less imputed interest		8,538
Total operating lease liabilities	$	23,003

SCHEDULE OF LEASE COST

		For The Years Ended December 31,
Lease cost	Classification	2025		2024
Operating lease cost	Cost of goods sold	$	2,461	$	1,579
Operating lease cost	Research and development		122		520
Operating lease cost	General and administration		2,858		2,291
Operating lease cost	Selling and marketing		52		47
Total lease cost		$	5,493	$	4,437

SCHEDULE OF BREAKOUT OF FINANCE LEASES

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

SCHEDULE OF BREAKOUT OF FINANCE LEASES

	December 31, 2025			December 31, 2024
Finance lease right-of-use assets	$	85		$	121
Short-term finance lease liabilities		35			47
Long-term finance lease liabilities		28			63
Total finance lease liabilities	$	63		$	110
Weighted average remaining lease term		2.15 years			2.78 years
Weighted average discount rate		5.2	%		5.2	%

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES

At December 31, 2025, the future minimum lease payments under these financing leases are as follows:

Fiscal Years Ending
December 31, 2026		37
December 31, 2027		18
December 31, 2028		9
December 31, 2029		2
Total lease payments		66
Less imputed interest		3
Total financing lease liabilities	$	63

SCHEDULE OF PENNY WARRANTS (Details)	12 Months Ended
SCHEDULE OF PENNY WARRANTS (Details)	Dec. 31, 2025 $ / shares
May 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 107.10
Strike price	$ 0.01
Term	10 years
Volatility	88.00%
Risk-free rate	4.50%
June 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 76.50
Strike price	$ 0.01
Term	10 years
Volatility	91.00%
Risk-free rate	4.40%
September 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 47.70
Strike price	$ 0.01
Term	10 years
Volatility	90.00%
Risk-free rate	3.80%
December 2024 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 27.80
Strike price	$ 0.01
Term	10 years
Volatility	90.00%
Risk-free rate	4.60%
February 2025 Penny Warrants [Member]
Class of Warrant or Right [Line Items]
Stock price	$ 21.20
Strike price	$ 0.01
Term	10 years
Volatility	90.00%
Risk-free rate	4.30%

SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE (Details) - shares	Dec. 31, 2025	Dec. 31, 2024
Equity [Abstract]
Options issued and outstanding	13,407	16,881
Common stock outstanding	12,078,713	723,265
Warrants outstanding	925,616	392,616
Earnout shares	277,778	277,778
Shares available for future issuance	1,017,131	85,441
Total	14,312,645	1,495,981

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
December 31, 2026	$ 4,275
December 31, 2027	3,746
December 31, 2028	3,860
December 31, 2029	3,614
December 31, 2030	3,446
Thereafter	12,600
Total lease payments	31,541
Less imputed interest	8,538
Total operating lease liabilities	$ 23,003	$ 25,514

SCHEDULE OF POTENTIAL SHARES OF COMMON STOCK EXCLUDED FROM DILUTED NET LOSS PER SHARE (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	955,810	442,972
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	925,616	392,616
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	16,787	33,475
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	13,407	16,881

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Note 12 - STOCK-BASED COMPENSATION

In July of 2021, the Board of Directors approved the 2021 Stock Incentive Plan (the “2021 Plan” and, together with the 2019 Plan, the “Prior Plans”) with a term of ten years. The Plan was administered by the Board of Directors, which was authorized to grant, at its discretion, awards to employees, directors, and consultants. The maximum number of common shares reserved for grants of awards under the Plan was 11,111 shares which was amended and increased to 22,222 in May of 2022. The Plan provides for the grant of stock options (both incentive stock options and nonqualified stock options), and the grants and sale of RSUs. Shares issued under this Plan may be drawn from authorized and unissued shares, or shares reacquired by the Company.

In connection with the merger, shareholders and board members approved the Dragonfly Energy Holdings 2022 Equity Incentive Plan (the “2022 Plan”). A total of 30,955 shares of common stock was initially reserved for issuance under the 2022 Plan, with the potential for additional shares to be issued under the plan. The 2022 Plan replaced the Prior Plans, which the Company assumed in the merger. Following the Closing, no additional awards will be granted under the Prior Plans, although all stock awards granted under the Prior Plans that are outstanding immediately prior to the Closing will be assumed by the Company and continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the applicable Prior Plan.

If an incentive award granted under the 2022 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for future awards under the 2022 Plan. The number of shares subject to the 2022 Plan, and the number of shares and terms of any Incentive Award may be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or similar transaction.

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 900,000 shares. The Plan Amendment became effective following its approval by the Company’s stockholders.

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 27,382 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) 16,667 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 12 - 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, 2024		26,272		$	242.10	$	141.30		7.60	$	60
Options granted		-			-		-		-		-
Options forfeited		(2,703	)		265.30		265.30		-		4
Options expired		(6,566	)		189.30		189.30		-		492
Options exercised		(122	)		31.70		31.70		-		-
Balances, December 31, 2024		16,881		$	259.70	$	259.70		6.50	$	-

Balances, January 1, 2025		16,881		$	259.70	$	259.70		6.50	$	-
Options granted		-			-		-		-		-
Options forfeited		(321	)		432.68		429.76		-		-
Options expired		(3,094	)		326.22		324.95		-		-
Options cancelled due to reverse stock split		(59	)		259.70		259.70		-		-
Balances, December 31, 2025		13,407		$	241.49	$	240.31		5.64	$	-

At December 31, 2025
Vested and Exercisable		13,315		$	238.86				5.63	$	-
Vested and expected to vest		13,407		$	241.49				5.64	$	-

During the year ended December 31, 2025, no stock options were exercised. During the year ended December 31, 2024, the Company issued 124 shares as a result of exercised stock options upon the receipt of proceeds of approximately $4.

Share-based compensation expense for options and RSUs totaling $714 and $1,020 was recognized in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024, respectively.

Of the $714 of share-based compensation incurred during the year ended December 31, 2025, $52 is allocated to cost of goods sold, $42 to research and development, $218 to selling and marketing, and $402 to general and administrative expenses. Of the $1,020 of share-based compensation incurred during the year ended December 31, 2024, $100 is allocated to cost of goods sold, $168 to research and development, $265 to selling and marketing, and $487 to general and administrative expenses.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - Stock-Based Compensation (continued)

The valuation methodology used to determine the fair value of the options issued during the year was the Black Scholes option pricing model. The Black Scholes model requires the use of a number of assumptions including volatility of the stock price, the fair value of the underlying stock, the average risk free interest rate, and the weighted average expected life of the options. The expected term was estimated using the simplified method due to lack of sufficient history of option exercises. No options were granted during the years ended December 31, 2025 and 2024.

Restricted Stock Units

On February 5, 2024, the Company granted 2,445 restricted stock units of which 1,111 vested immediately. The fair value of the 2,445 restricted stock units was $95 and an expense of $11 and $53 was recorded as compensation expense during the years ended December 31, 2025 ad 2024, respectively.

On April 12, 2024, the Company issued a total of 9,292 RSUs to the following employees: (i) 6,305 RSUs to the Chief Executive Officer; (ii) 2,016 RSUs to the Chief Revenue Officer; and (iii) 971 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 9,292 RSUs was $376 and an expense of $125 and $91 was recorded during the years ended December 31, 2025 and 2024, respectively.

On April 12, 2024, the board of directors authorized the issuance of 2,469 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 14,814 RSUs issued to directors in total was $600 and an expense of $127 and $145 was recorded during the years ended December 31, 2025 and 2024, respectively.

On June 24, 2024, the Company granted 242 restricted stock units. The fair value of the 242 RSUs was $19 and an expense of $5 and $2 was recorded as compensation expense during the years ended December 31, 2025 and 2024, respectively.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - Stock-Based Compensation (continued)

Restricted Stock Units (Continued)

In addition to the restricted stock unit awards, the Board also approved the following cash awards to the above referenced employees: (i) $511 to the Chief Executive Officer; (ii) $163 to the Chief Revenue Officer; and (iii) $79 to the Chief Marketing Officer. Each of the approved cash awards will not be paid out to the employees until the Company has achieved a minimum cash balance of $30,000, and are subject to each employee’s continued employment on the date of payment.

On August 19, 2024, the Company issued a total of 8,171 RSUs. 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 8,171 RSUs was $448 and an expense of $119 and $52 was recorded as compensation expense during the years ended December 31, 2025 and 2024, respectively.

On August 26, 2024, the Company issued a total of 222 RSUs. 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 222 RSUs was $12 and no expense was recorded as compensation expense during the years ended December 31, 2025 and 2024, respectively.

On April 1, 2025 and May 19, 2025, the Company granted 376 and 88 restricted stock units, respectively. The fair value of the RSUs was $4 and $1 was recorded as compensation expense during the year ended December 31, 2025.

The following table presents the restricted stock units activity for the years ended December 31, 2025 and 2024:

	Number of Shares			Weighted-Average Fair Market Value
Unvested shares, January 1, 2024		522		$	242.10
Granted and unvested		35,187			44.10
Forfeited		(973	)		75.10
Vested		(1,262	)		66.82
Unvested shares, December 31, 2024		33,474		$	45.23

Unvested shares, January 1, 2025		33,474		$	45.23
Granted and unvested		464			8.73
Forfeited		(6,187	)		43.33
Vested		(10,934	)		44.79
Cancelled due to reverse stock split		(30	)		45.23
Unvested shares, December 31, 2025		16,787		$	45.16

As of December 31, 2025 and 2024 there were 1,017,131 and 85,441 shares, respectively, of unissued authorized and available for future awards under the 2022 Equity Incentive Plan and Employee Stock Purchase Plan.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 12 - Stock-Based Compensation (continued)

Employee Stock Purchase Plan

The Company maintains the Dragonfly Energy Corporation, Inc. Employee Stock Purchase Plan 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 2,720 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 $41.40 per share.

On April 1, 2024, the Company commenced a second offering under the Employee Stock Purchase Plan (ESPP), which ran through September 30, 2024, with the same terms as the first offering. As of September 30, 2024, the Company had issued 3,395 common shares in connection with its Employee Stock Purchase Plan for a total consideration of approximately $135. 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 April 1, 2024, and September 30, 2024, respectively. The discount resulted in an exercise price of $39.90 per share.

On April 8, 2025, the Company issued 8,751 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 $8.30 per share.

On October 8, 2025, the Company issued 4,457 common shares in connection with its Employee Stock Purchase Plan for a total consideration of approximately $24. 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 April 1, 2025 and September 30, 2025, respectively. The discount resulted in an exercise price of $5.10 per share.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Statement [Abstract]
Net Sales	$ 58,630	$ 50,645
Cost of Goods Sold	42,983	39,019
Gross Profit	15,647	11,626
Operating Expenses
Research and development	2,981	5,451
General and administrative	22,992	21,909
Selling and marketing	10,180	10,025
Loss on impairment of right-of-use assets	2,667
Total Operating Expenses	38,820	37,385
Loss From Operations	(23,173)	(25,759)
Other (Expense) Income
Interest expense, net	(20,265)	(21,504)
Other (expense) income	131	(36)
Change in fair market value of warrant liability	5,117	6,684
Debt extinguishment	(31,843)
Total Other Expense	(46,860)	(14,856)
Net Loss Before Taxes	(70,033)	(40,615)
Income Tax Expense (Benefit)	(94)
Net Loss	(69,939)	(40,615)
Less: Preferred Stock Dividends	(869)
Net Loss Attributable to Common Shareholders	$ (70,808)	$ (40,615)
Loss Per Share- Basic	$ (14.80)	$ (59.15)
Loss Per Share- Diluted	$ (14.80)	$ (59.15)
Weighted Average Number of Shares - Basic	4,783,337	686,683
Weighted Average Number of Shares - Diluted	4,783,337	686,683

SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of Options, Balance at the beginning	16,881	26,272
Weighted- Average Exercise Price - Balances at the beginning	$ 259.70	$ 242.10
Weighted- Average Grant Date Fair Value, Balances at the beginning	$ 259.70	$ 141.30
Weighted- Average Remaining Contractual Life (in years)	5 years 7 months 20 days	6 years 6 months	7 years 7 months 6 days
Aggregate Intrinsic value Balances at the beginning		$ 60
Number of Options granted
Weighted- Average Exercise Price Options granted
Weighted- Average Grant Date Fair Value, Options granted
Aggregate Intrinsic value Options granted
Number of Options forfeited	(321)	(2,703)
Weighted- Average Exercise Price Options forfeited	$ 432.68	$ 265.30
Weighted- Average Grant Date Fair Value, Options forfeited	$ 429.76	$ 265.30
Aggregate Intrinsic value Options forfeited		$ 4
Number of Options expired	(3,094)	(6,566)
Weighted- Average Exercise Price Options expired	$ 326.22	$ 189.30
Weighted- Average Grant Date Fair Value, Options expired	$ 324.95	$ 189.30
Aggregate Intrinsic value Options expired		$ 492
Number of Options exercised		(122)
Weighted- Average Exercise Price Options Exercised		$ 31.70
Weighted- Average Grant Date Fair Value, Options exercised		$ 31.70
Aggregate Intrinsic value Options exercised
Number of Options, Balance at the end	13,407	16,881	26,272
Weighted- Average Exercise Price Balances at the end	$ 241.49	$ 259.70	$ 242.10
Weighted- Average Grant Date Fair Value, Balances at the end	$ 240.31	$ 259.70	$ 141.30
Aggregate Intrinsic value Balances at the end			$ 60
Number of Options cancelled due to reverse stock split	(59)
Weighted- Average Exercise Price Options cancelled due to reverse stock split	$ 259.70
Weighted- Average Grant Date Fair Value, Options cancelled due to reverse stock split	$ 259.70
Aggregate Intrinsic value Options cancelled due to reverse stock split
Number of Options, Vested and Exercisable	13,315
Weighted- Average Exercise Price Vested and Exercisable	$ 238.86
Weighted- Average Remaining Contractual Life (in years), Vested and Exercisable	5 years 7 months 17 days
Aggregate Intrinsic value Vested and Exercisable
Number of Options, Vested and expected to vest	13,407
Weighted- Average Exercise Price Vested and expected to vest	$ 241.49
Weighted- Average Remaining Contractual Life (in years), Vested and expected to vest	5 years 7 months 20 days
Aggregate Intrinsic value Vested and expected to vest

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 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

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Effective Income Tax Rate Reconciliation [Line Items]
Tax paid	$ 7,000
Effective tax percent rate	21.00%	21.00%
Deferred tax assets, valuation allowance	$ 37,753,000	$ 29,449,000
Increased in valuation allowance	8,304,000
Domestic Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards	$ 84,559,000
Effective tax percent rate	80.00%
Research and development credits	$ 875,000
State and Local Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards	38,553,000
Increased in valuation allowance	574,000
Federal Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Increased in valuation allowance	7,730,000
TEXAS
Effective Income Tax Rate Reconciliation [Line Items]
Tax paid	$ 4

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Carrying Amount	$ 713	$ 5,133
Fair Value, Recurring [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Carrying Amount	713	5,133
Fair Value	713	5,133
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value	713	5,133
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| Term Loan [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Carrying Amount	565	3,883
Fair Value	565	3,883
Fair Value, Recurring [Member] \| Term Loan [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| Term Loan [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value	565	3,883
Fair Value, Recurring [Member] \| Term Loan [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| June Public Offering [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Carrying Amount	148	1,250
Fair Value	148	1,250
Fair Value, Recurring [Member] \| June Public Offering [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value
Fair Value, Recurring [Member] \| June Public Offering [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value	148	1,250
Fair Value, Recurring [Member] \| June Public Offering [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair Value

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw material	$ 20,933	$ 18,776
Finished goods	3,301	2,940
Total inventory	$ 24,234	$ 21,716

Long Term Debt (Details Narrative) - USD ($)					1 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
Long Term Debt (Details Narrative) - USD ($)	Nov. 04, 2025	Oct. 20, 2025	Oct. 06, 2025	Oct. 07, 2022	Dec. 31, 2024	Sep. 30, 2024	Mar. 31, 2025	Sep. 30, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2026	Dec. 15, 2025	Oct. 17, 2025	Feb. 26, 2025	Jan. 31, 2025	Nov. 12, 2024	Oct. 01, 2024	Jul. 31, 2024	Jun. 30, 2024	Jun. 28, 2024	May 13, 2024	Apr. 01, 2024
Debt Instrument [Line Items]
Debt maturity date				Oct. 07, 2027
Series B preferred stock at principal																						$ 30,846,000
Term loan interest rate																						14.00%
Cash and cash equivalents									$ 5,000,000
Long term debt									19,344,000
Paid in kind interest									$ 12,047,000	$ 10,058,000
Common stock par value					$ 0.0001				$ 0.0001	$ 0.0001		$ 0.0001				$ 0.0001
Penny warrants value																				$ 1,767	$ 3,022
Warrans purchase									$ 7,591,000	$ 7,241,000
Unamortized debt issuance costs	$ 26,200								26,200
Series B preferred stock at fair value									21,704,000
Debt discount reduction									9,699,000
[custom:AmendmentFees-0]									931
Debt Instrument, Annual Principal Payment									5,000
Cash and cash equivalent					$ 4,849,000				18,270,000	$ 4,849,000
Equity Financings [Member]
Debt Instrument [Line Items]
Warrans purchase													500,000
Prepayment of Term loans			$ 4,000,000
Series B Preferred Stock [Member]
Debt Instrument [Line Items]
Series B preferred stock at principal									25,000
Series B preferred stock at fair value									21,704
Gain on series B preferred stock									3,296
Debt discount reduction									13,008
Settlement on net loss									9,712
Common Stock [Member]
Debt Instrument [Line Items]
Common stock par value												$ 0.0001				$ 0.0001
May 2024 Penny Warrants [Member] \| Common Stock [Member]
Debt Instrument [Line Items]
Warrans purchase																					28,333
Common stock par value																					$ 0.0001
Exercise price																					$ 0.01
Warrants exercisable Term																					10 years
June 2024 Penny Warrants [Member] \| Common Stock [Member]
Debt Instrument [Line Items]
Warrans purchase																				23,333
Exercise price																				$ 0.01
Warrants exercisable Term																				10 years
Original Penny Warrants [Member] \| Common Stock [Member]
Debt Instrument [Line Items]
Warrans purchase					275	33,333		33,333		275
Exercise price						$ 0.01		$ 0.01
Warrans purchase					$ 697,000	$ 1,576,000
Warrants exercisable Term						10 years		10 years
December 2024 Penny Warrants [Member] \| Common Stock [Member]
Debt Instrument [Line Items]
Warrans purchase					35,000					35,000
Exercise price					$ 0.01					$ 0.01
Original Penny 2025 Warrants [Member] \| Common Stock [Member]
Debt Instrument [Line Items]
Warrans purchase					$ 971,000
February Twenty Thousand Twenty Five Warrants [Member] \| Common Stock [Member]
Debt Instrument [Line Items]
Warrans purchase					33,000					33,000
Exercise price					$ 0.01					$ 0.01
Senior Notes [Member]
Debt Instrument [Line Items]
Long term debt					$ 19,344,000					$ 19,344,000
Term Loan [Member]
Debt Instrument [Line Items]
Long term debt					3,500,000	$ 7,000,000.0		$ 7,000,000.0		3,500,000					$ 10,000,000.0			$ 10,000,000.0	$ 3,500,000
Interest payable																	$ 1,500,000
Maximum [Member]
Debt Instrument [Line Items]
Capital expenditure									5,000,000
Forecast [Member]
Debt Instrument [Line Items]
Cash and cash equivalent											$ 5,000,000
Term Loan Agreement [Member]
Debt Instrument [Line Items]
Series B preferred stock at principal		$ 465,000
Exercise price				$ 900.00
Cash fee		930
Debt principal amount exchanged		$ 25,000,000
Term Loan Agreement [Member] \| Series B Preferred Stock [Member]
Debt Instrument [Line Items]
Shares issued upon debt exchange		25,000
Term Loan Agreement [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Series B preferred stock at principal					69,974,000					69,974,000
Interest expense									12,636,000	13,999,000
PIK interest									12,046,000	9,808,000
Cash and cash equivalents					4,191,000				590,000	4,191,000
Amortization of debt issuance costs									7,591,000	7,241,000
Long term debt					29,646,000				9,645,000	29,646,000
Paid in kind interest									9,699,000	15,938,000
Unamortized debt discount					$ 56,266,000					$ 56,266,000
Term Loan Agreement [Member] \| Sixth Amendment [Member]
Debt Instrument [Line Items]
Term loan interest rate		12.00%
Cash and cash equivalents		$ 5,000,000
Term loan maturity period		October 2027
Prepayment of outstanding indebtedness		$ 45,000,000
Term loan forgiven		5,000,000
Exchange Agreement [Member]
Debt Instrument [Line Items]
Debt principal amount exchanged	$ 25,000,000
Exchange Agreement [Member] \| Series B Preferred Stock [Member]
Debt Instrument [Line Items]
Shares issued upon debt exchange	25,000
Senior Secured Term Loan Facility [Member]
Debt Instrument [Line Items]
Cash and cash equivalents														$ 2,500,000
Senior Secured Term Loan Facility [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Series B preferred stock at principal									$ 75,000,000
Senior Secured Term Loan Facility [Member] \| Sixth Amendment [Member]
Debt Instrument [Line Items]
Prepayment of outstanding indebtedness		45,000,000
Term loan forgiven		$ 5,000,000
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, amortization percentage				0.4167%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash							7.00%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash							11.50%
Variable rate, payable in kind							4.50%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash							13.50%
Variable rate, payable in kind							6.50%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| After April 1, 2023 Until October 1, 2024 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash								7.00%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| After April 1, 2023 Until October 1, 2024 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Variable rate, payable in kind								4.50%
Senior Secured Term Loan Facility [Member] \| Term Loan Agreement [Member] \| After April 1, 2023 Until October 1, 2024 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Variable rate, payable in kind								6.50%

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (69,939)	$ (40,615)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)													1 Months Ended	12 Months Ended
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Oct. 15, 2025	Oct. 08, 2025	May 19, 2025	Apr. 08, 2025	Apr. 01, 2025	Aug. 26, 2024	Aug. 19, 2024	Jun. 24, 2024	Apr. 24, 2024	Apr. 12, 2024	Apr. 01, 2024	Feb. 05, 2024	Jul. 31, 2021	Dec. 31, 2025	Dec. 31, 2024	May 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance														14,312,645	1,495,981
Stock options exercised shares														0	124
Stock options exercised value															$ 4,000
Total compensation														$ 714,000	$ 1,020,000
Options granted
Cash														$ 5,000,000
Consideration														$ 97,000	$ 250,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted								242		9,292		2,445		464	35,187
Restricted stock units, vested												1,111		10,934	1,262
Fair value of restricted stock units granted															$ 376,000
Compensation expense														$ 125,000	91,000
Cash								$ 30,000
Restricted Stock Units (RSUs) [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted										6,305
Issuance of cash and equity awards								511,000
Restricted Stock Units (RSUs) [Member] \| Chief Revenue Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted										2,016
Issuance of cash and equity awards								163,000
Restricted Stock Units (RSUs) [Member] \| Chief Marketing Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted										971
Issuance of cash and equity awards								$ 79,000
Restricted Stock Units (RSUs) [Member] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance										2,469
Restricted stock units, granted														14,814
Fair value of restricted stock units granted														$ 600,000
Compensation expense														127,000	145,000
Restricted Stock Units (RSUs) [Member] \| Employees Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted			88		376
Fair value of restricted stock units granted			$ 4,000		$ 4,000
Compensation expense														1,000
Restricted Stock Units Unvested [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of restricted stock units granted															95,000
Restricted Stock Units Vested [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense														$ 11,000	53,000
Restricted Stock Units One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted														242
Fair value of restricted stock units granted														$ 19,000
Compensation expense														$ 5,000	2,000
Restricted Stock Units RSU One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted							8,171							8,171
Fair value of restricted stock units granted														$ 448,000
Compensation expense														$ 119,000	52,000
Restricted Stock Units RSU Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, granted						222								222
Fair value of restricted stock units granted														$ 12,000
Compensation expense														0	0
Cost Of Sale [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total compensation														52,000	100,000
Research And Development Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total compensation														42,000	168,000
Selling And Marketing Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total compensation														218,000	265,000
General And Administrative Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total compensation														$ 402,000	$ 487,000
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, shares														2,316	35,042
Stock options exercised value
Share issuance under ESPP														13,208	6,118
Consideration
2021 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term of plan													10 years
Number of shares authorized for issuance													11,111			22,222
2022 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance														30,955
2022 Stock Incentive Plan [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding shares percentage	1.00%
2022 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance	900,000
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, shares	16,667
Share issuance under ESPP		4,457		8,751					2,720						3,395
Consideration		$ 24,000		$ 73,000					$ 112,000		$ 135,000
Purchase shares percentage		15.00%		15.00%					15.00%		15.00%
Exercise price		$ 5.10		$ 8.30
Employee Stock Purchase Plan [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, shares	27,382
Exercise price									$ 41.40		$ 39.90
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														1,017,131	85,441

Nature of Business (Details Narrative) - $ / shares	Dec. 15, 2025	Nov. 12, 2024	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stockholders equity reverse stock split	1-for-10 reverse stock split	1-for-9 reverse stock split
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

WARRANTS

12 Months Ended

Dec. 31, 2025

Warrants

WARRANTS

Note 9 - WARRANTS

Common Stock Warrants classified as Equity

Public Warrants

Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $1,035 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.90 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s common stock equals or exceeds $1,440 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis. On the Closing Date, there were 105,417 Public Warrants issued and outstanding. The Public Warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and each balance sheet date thereafter.

The measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market under the ticker DFLIW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date.

The Company’s Public Warrants are classified as equity and as of December 31, 2025 and 2024, there were 104,695 Public Warrants issued and outstanding.

During each year ended December 31, 2025 and 2024, no public warrants were exercised.

June 2023 Offering (Underwriter and Investor Warrants)

In connection with the entry into the underwriting agreement as further described in Note 11 of the financial statements, (the “June 2023 Offering”) the Company issued (i) underwriters warrants to purchase up to an aggregate of 6,336 shares of Common Stock (the “Underwriters’ Warrants”) which are exercisable upon issuance and will expire on June 20, 2028. The initial exercise price of the Underwriters’ Warrants is $225.00 per share, which equals 125% of the per share public offering price in the June 2023 Offering and (ii) warrants to purchase up to 111,111 shares of Common Stock to the investors in the offering together with shares of Common Stock (the “Investor Warrants”), at the combined public offering price of $180.00 per share of Common Stock and accompanying Investor Warrant, less underwriting discounts and commissions.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (Continued)

June 2023 Offering (Underwriter and Investor Warrants) (continued)

The Company also granted the underwriters a 45-day over-allotment option to purchase up to an additional 16,667 shares of Common Stock and/or Investor Warrants to purchase up to 16,667 shares of Common Stock at the public offering price per security, less underwriting discounts and commissions. The underwriters exercised their over-allotment option to purchase an additional 15,611 shares of Common Stock and Investor Warrants to purchase up to 15,611 shares of Common Stock. The Company accounts for the Investor Warrants issued in connection with the Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Investor Warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. It was determined that the Underwriters’ Warrants were not precluded from equity treatment and have been accounted for as such.

October 2025 Offering (Pre-Funded Underwriter Warrants)

In connection with the entry into the Second Offering Underwriting Agreement as further described in Note 11 of the financial statements, (the “October 2025 Public Offering”) the Company issued pre-funded warrants to purchase up to an aggregate of 500,000 shares of common stock at a price to the public of $13.50 per pre-funded warrant (the “Prefunded’ Warrants”). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time after issuance at an exercise price of $0.0001 per share. The Company expects to receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrants if, after giving effect to such exercise, the holder (together with its affiliates) would beneficially own more than 9.99% of the Company’s outstanding common stock; provided, however, that the holder may elect to limit such beneficial ownership to 4.99%. A holder may increase or decrease this beneficial ownership limitation, not to exceed 9.99%, upon providing at least 61 days’ prior notice to the Company.

The following table presents a roll-forward of the Company’s equity warrants from January 1, 2025 to December 31, 2025 and January 1, 2024 to December 31, 2024:

	Public Warrants		Underwriters’ Warrants		Pre-Funded Underwriters’ Warrants
Warrants Outstanding, January 1, 2025		104,695		6,336		-
Exercise of warrants		-		-		-
Warrants issued		-		-		500,000
Underwriters’ Warrants Outstanding, December 31, 2025		104,695		6,336		500,000

Warrants Outstanding, January 1, 2024		104,695		6,336		-
Warrants Outstanding		104,695		6,336		-
Exercise of warrants		-		-		-
Warrants issued		-		-		-
Underwriters’ Warrants Outstanding, December 31, 2024		104,695		6,336		-
Warrants Outstanding		104,695		6,336		-

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (Continued)

Common Stock Warrants classified as Liability

Private Placement Warrants

On October 7, 2022, in connection with the merger, the Company assumed the outstanding private placement warrants of CNTQ. There were no Private Placement Warrants outstanding prior to the merger. The Private Placement Warrants (the “Private Warrants”) may not be redeemed by the Company so long as the Private Placement Warrants are held by the initial purchasers, or such purchasers’ permitted transferees. The Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holders’ option and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreement). The Private Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) for a period of one hundred eighty (180) days following the effective date of the Registration Statement to anyone other than any member participating in the Public Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. During the year ended December 31, 2023, private placement warrant holders exercised 34,739 warrants on a cashless basis, with the Company agreeing to issue 12,222 shares of Common Stock in connection with such exercise. There were 16,682 private warrants outstanding as of December 31, 2025 and 2024, respectively. The Company accounts for the Private Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the private warrants do not meet the criteria for equity treatment thereunder, each private warrant must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date.

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

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

Term Loan Warrants

In connection with the entry into the Term Loan Agreement on October 7, 2022, and as a required term and condition thereof, the Company issued (i) the penny warrants to the Term Loan Lenders exercisable to purchase an aggregate of 28,812 shares of Common Stock (the “Original Penny Warrants”) and (ii) the $900.00 warrants to issue warrants to the Term Loan Lenders exercisable to purchase an aggregate of 17,778 shares of Common Stock at $900 per share (the “$10 Warrants” and, together with the Original Penny Warrants, the “Term Loan Warrants”). The $10 Warrants were exercised on a cashless basis on October 10, 2022, with the Company issuing 5,079 shares of Common Stock in connection with such exercise. During the year ended December 31, 2023, Original Penny Warrant holders exercised 22,222 warrants on a cashless basis, with the Company agreeing to issue 22,181 shares of Common Stock in connection with such exercise. During the year ended December 31, 2023 the Company issued additional Original Penny Warrants to purchase 53 shares of Common Stock to the Term Loan Lenders in accordance with the anti-dilution provisions of the original penny warrants with respect to certain sales made by the Company under the ChEF Equity Facility. In addition, pursuant to the Company’s limited waiver agreement on December 29, 2023 between the Company and the lenders and lending agent, the Company agreed to issue to the lenders additional penny warrants exercisable to purchase an aggregate 14,296 shares of its Common Stock.

On May 13, 2024, the Company received the May 2024 Waiver in regards to its compliance with the Tests as of the last day of the quarter ended March 31, 2024. The May 2024 Waiver provided for a one-time issuance of the May 2024 Penny Warrants to purchase up to 28,333 shares of the Company’s common stock, at an exercise price of $0.01 per share, in connection with the Term Loan Lenders’ agreement to waive the Tests under the Term Loan for the quarter ended March 31, 2024. The May 2024 Penny Warrants were immediately exercisable upon issuance and will expire ten years from the date of issuance.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (Continued)

Common Stock Warrants classified as Liability (Continued)

On June 28, 2024, the Company entered into the First Amendment to the Term Loan with the Term Loan Lenders in regards to its compliance with the Tests for the quarter ended June 30, 2024. The First Amendment provided for a one-time issuance of the June 2024 Penny Warrants to purchase up to 23,333 shares of the Company’s common stock, at an exercise price of $0.01 per share, in connection with the Term Loan Lenders’ agreement to waive the Tests under the Term Loan for the quarter ended June 30, 2024 and certain amendments to the Term Loan. The June 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

On September 30, 2024, the Company entered into the Third Amendment to the Term Loan with the Term Loan Lenders in regards to its compliance with the Tests for the quarter ended September 30, 2024. The Third Amendment provided for a one-time issuance the September 2024 Penny Warrants to purchase up to 33,333 shares of the Company’s Common Stock, at an exercise price of $0.01 per share, in connection with the Term Loan Lenders agreement to waive the Tests under the Term Loan for the quarter ended September 30, 2024 and to amend the Term Loan. The September 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

On December 31, 2024, the Company entered into the Fourth Amendment to the Term Loan with the Term Loan Lenders in regards to its compliance with the Tests for the quarter ended December 31, 2024. The Fourth Amendment provided for a one-time issuance the December 2024 Penny Warrants to purchase up to 35,000 shares of the Company’s Common Stock, at an exercise price of $0.01 per share, in connection with the Term Loan Lenders agreement to waive the Tests under the Term Loan for the quarter ended December 31, 2024 and to amend the Term Loan. During the year ended December 31, 2024 the Company issued additional Original Penny Warrants to purchase 275 shares of Common Stock to the Term Loan Lenders in accordance with the anti-dilution provisions of the original penny warrants with respect to certain sales made by the Company under the ChEF Equity Facility. The December 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

On February 26, 2025, the Company entered into the Fifth Amendment to the Term Loan with the Term Loan Lenders in connection with the February 2025 securities purchase agreement (see Note 10). The Fifth Amendment provided for a one-time issuance the February 2025 Penny Warrants to purchase up to 33,000 shares of the Company’s Common Stock, at an exercise price of $0.01 per share. The February 2025 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance.

SCHEDULE OF PENNY WARRANTS

	May 2024 penny warrants			June 2024 penny warrants			September 2024 penny warrants			December 2024 penny warrants			February 2025 penny warrants
Stock price	$	107.10		$	76.50		$	47.70		$	27.80		$	21.20
Strike price	$	0.01		$	0.01		$	0.01		$	0.01		$	0.01
Term		10 years			10 years			10 years			10 years			10 years
Volatility		88	%		91	%		90	%		90	%		90	%
Risk-free rate		4.5	%		4.4	%		3.8	%		4.6	%		4.3	%

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

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (continued)

Common Stock Warrants classified as Liability (Continued)

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

	As of December 31, 2025			As of December 31, 2024
Common stock price	$	3.25		$	2.78
Exercise price		0.01			0.09
Dividend yield		0	%		0	%
Term		6.77-9.16			7.77
Volatility		530.8	%		94.00	%
Risk-free rate		4.0% - 4.2	%		4.50	%
Fair value	$	3.25		$	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 December 31, 2025			As of December 31, 2024
Common stock price	$	3.25		$	2.78
Exercise price	$	180		$	18.00
Dividend yield		0	%		0	%
Term		2.48			3.47
Volatility		571.4	%		105	%
Risk-free rate		3.7	%		4.3	%
Fair value	$	3.25		$	1.01

The following table presents a roll-forward of the Company’s warrants from January 1, 2025 to December 31, 2025 and January 1, 2024 to December 31, 2024:

	Private Warrants		Term Loan Warrants		Investor Warrants
Warrants Outstanding, January 1, 2025		16,682		141,215		123,688
Exercise of warrants		-		-		-
Warrants issued		-		33,000		-
Warrants Outstanding, December 31, 2025		16,682		174,215		123,688

Warrants Outstanding, January 1, 2024		16,682		20,939		123,688
Warrants Outstanding		16,682		20,939		123,688
Exercise of warrants		-		-		-
Warrants issued		-		120,276		-
Warrants Outstanding, December 31, 2024		16,682		141,215		123,688
Warrants Outstanding		16,682		141,215		123,688

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (continued)

Common Stock Warrants classified as Liability (Continued)

The following table presents a roll forward of the aggregate fair values of the Company’s warrant liabilities for which fair value is determined by Level 2 Inputs. The only class of warrants that were determined to be Level 2 were the term loan and June offering investor warrants. Due to Black Scholes calculation being utilized on all fair value measurement of warrant liabilities as of December 31, 2024, the fair value warrant liabilities were transferred from Level 3 to Level 2. 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.

	Warrant Liability
Balances, January 1, 2025	$	5,133
Issuance of warrants		697
Exercise of warrants		-
Change in fair value of warrants		(5,117	)
Balances, December 31, 2025	$	713

Balances, January 1, 2024	$	4,448
Warrant Liability, Balances	$	4,448
Issuance of warrants		7,354
Exercise of warrants		-
Change in fair value of warrants		(6,669	)
Balances, December 31, 2024	$	5,133
Warrant Liability, Balance	$	5,133

Private Placement Convertible Preferred Warrants classified as Liability

In February 2025, in connection with a private placement offering of Series A Convertible Preferred Stock (see Note 10), the Company issued 20 Private Placement Warrants. Each warrant entitles the holder to purchase up to 200 shares of Series A Preferred Stock at an exercise price of $10,000 per share. The warrants are exercisable immediately and expire five years from the date of issuance. The number of underlying shares and the exercise price are subject to adjustment in the event of stock splits, combinations, dividends, reclassifications, or other similar events. Upon exercise of the warrants, the Series A Preferred Stock is convertible into common stock at a conversion price that is subject to a floor of $0.424 per share, pursuant to the terms set forth in the Certificate of Designation.

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

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 9 - Warrants (continued)

The following table presents a roll-forward of the Company’s Private Placement Convertible Preferred Warrants from January 1, 2025 to December 31, 2025:

	Number of Warrants			Preferred Shares Underlying Warrants			Common Shares Underlying (at $1.00 floor)
Warrants Outstanding, January 1, 2025		-			-			-
Warrants Outstanding, Beginning balance		-			-			-
Exercise of warrants		-			-			-
Warrants issued		20			4,000			4,800,000
Cancellation of warrants		(20	)		(4,000	)		(4,800,000	)
Warrants Outstanding, December 31, 2025		-			-			-
Warrants Outstanding, Ending balance		-			-			-

SCHEDULE OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Current - Federal	$ (103)
Current - State	9
Total tax expense	$ (94)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

REPORTABLE SEGMENTS

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

Note 14 - REPORTABLE SEGMENTS

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

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

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

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

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

The Company’s CODM is the Chief Executive Officer.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

The following table presents the reportable segments information as of December 31, 2025:

	DTC			OEM		Other			Total

Net Sales	$	20,696		$	36,934	$	1,000(1)	⁽¹⁾	$	58,630

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	58,630

Direct material		12,547			22,465		-			35,012
Direct labor		1,458			2,025		-			3,483
Direct overhead and depreciation		1,876			2,612		-			4,488

Total Cost of Goods Sold		15,881			27,102		-			42,983

Gross profit		4,815			9,832		1,000			15,647

Operating Expenses
Research & development		-			-		2,981(2)	⁽²⁾		2,981
Sales tax adjustment		1			-		-			1
Credit card & amazon transaction fees		501			-		-			501
Other general & administrative		-			-		22,490(3)	⁽³⁾		22,490
Loss on impairment of right-of-use assets		-			-		2,667			2,667
Shipping		1,704			1,062		-			2,766
Sales and marketing stock compensation		38			123		-			161
Sales and marketing wages		978			1,248		-			2,226
Marketing spend		2,487			263		-			2,750
Rent		59			17		-			76
Unallocated sales and marketing stock compensation		-			-		57(4)	⁽⁴⁾		57
Unallocated sales and marketing wages		-			-		1,363(4)	⁽⁴⁾		1,363
Other sales & marketing		-			-		781(4)	⁽⁴⁾		781

Total Operating Expenses		5,768			2,713		30,339			38,820

Loss from operations		(953	)		7,119		(29,339	)		(23,173	)

Other income (expense)		-			-		131			131
Interest expense, net		-			-		(20,265	)		(20,265	)
Loss on extinguishment of debt		-			-		(31,843	)		(31,843	)

Change in FMV of warrant liability		-			-		5,117			5,117

Total Other Income (Expense)		-			-		(46,860(5)	)⁽⁵⁾		(46,860	)

Net Loss Before Taxes		(953	)		7,119		(76,199	)		(70,033	)

Income Tax Benefit		-			-		(94	)		(94	)

Net Income (Loss)	$	(953	)	$	7,119	$	(76,105	)	$	(69,939	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(69,939	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

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

(2)

Research and Development expenses including employee costs related to new products

(3)

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

(4)

General sales and marketing employee cost and other marketing expenses

(5)

Interest expense related to debt, change in fair market value of warrant liability, and loss on extinguishment of long-term debt

There were no significant customer revenues from the Company’s DTC segment for the year ended December 31, 2025.

Revenues from one customer of the Company’s OEM segment represents approximately $15,728, or 27%, of the Company’s consolidated revenues for the year ended December 31, 2025.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

The following table presents the reportable segments information as of December 31, 2024:

	DTC			OEM		Other			Total

Net Sales	$	22,616		$	27,612	$	417(1)	⁽¹⁾	$	50,645

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	50,645

Direct material		13,915			18,308		-			32,223
Direct labor		1,433			1,858		-			3,291
Direct overhead and depreciation		1,529			1,976		-			3,505

Total Cost of Goods Sold		16,877			22,142		-			39,019

Gross profit		5,739			5,470		417			11,626

Operating Expenses
Research & development		-			-		5,451(2)	⁽²⁾		5,451
Sales tax adjustment		88			-		-			88
Credit card & amazon transaction fees		556			-		-			556
Loss on settlement		1,126			1,374		-(5)	⁽⁵⁾		2,500
Other general & administrative		-			-		18,749(3)	⁽³⁾		18,749
Shipping		1,711			818		-			2,529
Sales and marketing stock compensation		54			157		-			211
Sales and marketing wages		1,156			1,718		-			2,874
Marketing spend		1,411			990		-			2,401
Rent		73			16		-			89
Unallocated sales and marketing stock compensation		-			-		54(4)	⁽⁴⁾		54
Unallocated sales and marketing wages		-			-		292(4)	⁽⁴⁾		292
Other sales & marketing		-			-		1,591(4)	⁽⁴⁾		1,591

Total Operating Expenses		6,175			5,073		26,137			37,385

Loss from operations		(436	)		397		(25,720	)		(25,759	)

Other income (expense)		-			-		(36	)		(36	)
Interest expense, net		-			-		(21,504	)		(21,504	)
Change in FMV of warrant liability		-			-		6,684			6,684

Total Other Income (Expense)		-			-		(14,856(6)	)⁽⁶⁾		(14,856	)

Net Loss Before Taxes		(436	)		397		(40,576	)		(40,615	)

Income Tax Benefit		-			-		-			-

Net Income (Loss)	$	(436	)	$	397	$	(40,576	)	$	(40,615	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(40,615	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

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

(2)

Research and Development expenses including employee costs related to new products

(3)

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

(4)

General sales and marketing employee cost and other marketing expenses

(5)

Loss on settlement from patent licensing litigation

(6)

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 year ended December 31, 2024.

Revenues from one customer of the Company’s OEM segment represents approximately $7,310, or 14%, of the Company’s consolidated revenues for the year ended December 31, 2024.

- Definition

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.

+ References

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+ Details

REDEEMABLE PREFERRED STOCK

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

REDEEMABLE PREFERRED STOCK

NOTE 10 – REDEEMABLE PREFERRED STOCK

Series A 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 were 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 10 - REDEEMABLE PREFERRED STOCK (CONTINUED)

Series A 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 December 31, 2025, 800 shares of Series A Preferred Stock were converted into 3,231,462 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 319,811 shares, or the Alternate Conversion Price of $1.44, which would have required approximately 940,767 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 210,000 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 year ended December 31, 2025, all of the Company’s Series A preferred stock was converted into 3,231,462 shares of common stock in accordance with their respective terms. As of December 31, 2025, no Series A preferred stock remains outstanding.

Series B Convertible Preferred Stock

On October 20, 2025, the Company entered into the Sixth Amendment to the Term Loan (see Note 6). Under this amendment, the Company agreed to enter into a series of transactions with the lenders. The Company and the lenders agreed to exchange $25 million in outstanding principal balance of existing principal into $25 million aggregate principal amount of the newly created Series B Preferred Stock of the Company. The terms of the exchange were finalized in November 2025.

The Company is authorized to issue 25,000 shares of Series B Preferred Stock, each with a base liquidation preference of $1,000, for an aggregate base liquidation preference of $25.0 million. Dividends on the Series B Preferred Stock accrue at a rate of 10% per annum, subject to increases upon the occurrence of certain default events. Eighty percent of accrued dividends are payable in cash and 20% are payable in kind (“PIK”) and added to the liquidation preference. Any unpaid cash dividends may also be settled in kind and added to the liquidation preference. The Series B Preferred Stock is non-voting. Upon any liquidation, dissolution or winding up of the Company, holders of the Series B Preferred Stock are entitled to receive, prior and in preference to any distribution to holders of common stock, an amount per share equal to the liquidation preference of $1,000 per share, plus any accrued and unpaid PIK dividends and any capitalized cash dividends.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

NOTE 10 - REDEEMABLE PREFERRED STOCK (CONTINUED)

Series B Convertible Preferred Stock (continued)

Each share of Series B Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion price of $3.15 per share at any time on or after six months following the original issuance date, subject to a minimum aggregate value of $500,000 per conversion, except in the case of a final conversion of all of a holder’s outstanding Series B Preferred Stock. Conversions are further subject to a beneficial ownership limitation of 4.99% and an overall exchange cap.

The Series B Preferred Stock is redeemable under certain circumstances. At the Company’s option, the Company may redeem all or a portion of the outstanding Series B Preferred Stock at a price per share equal to the greater of (i) the liquidation preference of such share, plus any accrued but unpaid dividends thereon, and (ii) the As-Converted Value (as defined below) of such share, with the redemption amount effectively varying based on the volume-weighted average price (“VWAP”) of the Company’s common stock during the two-year period following issuance. Prior to the end of such two-year period (or earlier upon a default in dividend payments), any such redemption by the Company is at its option. In addition, if the Company consummates an equity issuance, it is required to use a portion of the net proceeds to redeem Series B Preferred Stock in an amount equal to 50% of such net proceeds if the redemption occurs prior to the maturity date and 75% of such net proceeds if the redemption occurs after the maturity date, in each case at a price per share equal to the greater of (1) the liquidation preference of the shares being redeemed as of the applicable equity issuance redemption date and (2) the As-Converted Value of the shares being redeemed as of such date (the “Equity Issuance Redemption Price”). This feature represents a contingent redemption obligation that becomes mandatory upon the occurrence of an equity issuance, an event that is within the control of the Company. Beginning two years after the original issuance date (or earlier upon non-payment of dividends), each holder has the right to require the Company to redeem all or a portion of such holder’s outstanding Series B Preferred Stock.

As-Converted Value. With respect to each share of Series B Preferred Stock as of any date of determination, an amount equal to the product of (A) the number of shares of common stock into which the liquidation preference of such share would be convertible on such date pursuant to the then-applicable conversion rate and (B) the arithmetic average of the VWAPs of the Company’s common stock for each of the five trading days immediately preceding such date of determination.

Fundamental Transaction. Generally includes certain mergers, consolidations, asset sales and similar transactions. Unless all outstanding shares of Series B Preferred Stock have been redeemed prior to the consummation of a Fundamental Transaction, the Company may not consummate such transaction unless it ensures that holders of Series B Preferred Stock will receive, in the surviving or successor entity, securities having rights, preferences and privileges that are, in the aggregate, substantially equivalent to those of the Series B Preferred Stock prior to such transaction. In addition, in a Fundamental Transaction, holders are entitled to receive the same number of shares of common stock (or equivalent successor securities) that they would have received had all shares of Series B Preferred Stock been converted into common stock immediately prior to the transaction, in lieu of any other assets otherwise distributable with respect to the Series B Preferred Stock.

Upon the occurrence of a Change in Control (as defined in the Certificate of Designation), unless all outstanding shares of Series B Preferred Stock have been previously redeemed, each holder may require the Company, at or immediately after (but not before) the closing of such Change in Control, to exchange all or a portion of such holder’s outstanding Series B Preferred Stock for consideration per share equal to the greater of (i) the liquidation preference of such share, plus any accrued but unpaid dividends thereon, and (ii) the As-Converted Value of such share, in each case plus any other amounts then owed to such holder under the Certificate of Designation or any related transaction document that have not otherwise been paid or satisfied.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

NOTE 10 - REDEEMABLE PREFERRED STOCK (CONTINUED)

Series B Convertible Preferred Stock (continued)

The Company evaluated the features of the Series B Preferred Stock to determine whether the contract should be classified as a liability, temporary or permanent equity, or if the underlying conversion option or redemption features would require them to be bifurcated from the host contract as embedded derivatives. The Company concluded that the Series B Preferred Stock was not a liability under the provisions of ASC 480, Distinguishing Liabilities from Equity, as the stock was not mandatorily redeemable and did not otherwise meet the definition of a liability based on that guidance. The Company then evaluated the relevant guidance under ASC 815, Derivatives and Hedging. The Company determined that the host contract was more akin to debt and therefore concluded that while the redemption features are clearly and closely related to the host contract, the conversion feature is not, and therefore it was assessed for bifurcation as a derivative. Based on the Company’s assessment, the conversion feature met the scope exceptions for being considered indexed to the Company’s stock and for the settlement provision since the conversion price is fixed. 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, therefore the Series B Preferred Stock is classified as temporary equity, and is presented in them mezzanine, or temporary, equity section of the balance sheet.

Temporary equity is measured initially at fair value, therefore the Company determined the fair value by measuring the present value of the contractual redemption feature by discounting the redemption value of $25 million at the stated dividend rate of 10% over the expected two-year redemption period, and adding the fair value of the conversion feature by utilizing a Black-Scholes valuation model. The initial carrying value of the Series B Preferred Stock will be accreted to redemption value and accrued or paid in kind dividends added to the carrying value by recognizing preferred dividends. The conversion feature (equity-linked) portion of the carrying value will also be re-measured at each reporting period. The Company recognized accreted dividends related to the Series B Preferred Stock of $473 as of December 31, 2025.

SCHEDULE OF SIGNIFICANT INPUTS OF FAIR VALUE OF WARRANTS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
WarrantsLineItems [Line Items]
Risk free rate, minimum	4.00%
Risk free rate, maximum	4.20%
Penny Warrants [Member]
WarrantsLineItems [Line Items]
Common stock price	$ 3.25	$ 2.78
Exercise price	$ 0.01	$ 0.09
Dividend yield	0.00%	0.00%
Term		7 years 9 months 7 days
Volatility	530.80%	94.00%
Risk-free rate	4.00%	4.50%
Fair value	$ 3.25	$ 2.74
Penny Warrants [Member] \| Minimum [Member]
WarrantsLineItems [Line Items]
Term	6 years 9 months 7 days
Penny Warrants [Member] \| Maximum [Member]
WarrantsLineItems [Line Items]
Term	9 years 1 month 28 days
Investor Warrants [Member]
WarrantsLineItems [Line Items]
Common stock price	$ 3.25	2.78
Exercise price	$ 180	$ 18.00
Dividend yield	0.00%	0.00%
Term	2 years 5 months 23 days	3 years 5 months 19 days
Volatility	571.40%	105.00%
Risk-free rate	3.70%	4.30%
Fair value	$ 3.25	$ 1.01

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5 - Commitments and Contingencies

Litigation

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

Operating Leases

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

On April 12, 2024 the Company entered into a lease agreement, pursuant to which the Company agreed to lease an approximately 64,000 square foot facility (the “Premises”) located in Fernley, Nevada, to be used for general, warehousing, assembly/light manufacturing, painting of products, storage fulfillment, distribution of the Company’s products, and other uses as permitted under the Fernley Lease Agreement (the “Fernley Lease Agreement”). The effective date of the lease is April 1, 2024 (the “Lease Commencement Date”). However, the initial term of the Fernley Lease Agreement (the “Term”) is for a period of sixty (60) months, effective June 1, 2024 (the “Rent Commencement Date”). The base rent for the Premises, payable monthly, is $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.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 5 - Commitments and Contingencies (continued)

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 in Sparks, 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.

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

	December 31, 2025			December 31, 2024
Operating lease right-of-use assets	$	15,240		$	19,737
Short-term operating lease liabilities		2,533			2,926
Long-term operating lease liabilities		20,470			22,588
Total operating lease liabilities	$	23,003		$	25,514
Weighted average remaining lease term		7.88 years			8.46 years
Weighted average discount rate		7.99	%		7.86	%

Assumptions used in determining our incremental borrowing rate include our implied credit rating and an estimate of secured borrowing rates based on comparable market data.

At December 31, 2025, the future minimum lease payments under these operating leases are as follows:

Fiscal Years Ending
December 31, 2026		4,275
December 31, 2027		3,746
December 31, 2028		3,860
December 31, 2029		3,614
December 31, 2030		3,446
Thereafter		12,600
Total lease payments		31,541
Less imputed interest		8,538
Total operating lease liabilities	$	23,003

During the year ended December 31, 2025, the Company identified indicators of impairment related to certain right-of-use assets. As a result, the Company recognized aggregate impairment charges of $2,667 related to three leases. These impairment charges are included in operating expenses in the accompanying consolidated statement of operations.

SCHEDULE OF LEASE COST

		For The Years Ended December 31,
Lease cost	Classification	2025		2024
Operating lease cost	Cost of goods sold	$	2,461	$	1,579
Operating lease cost	Research and development		122		520
Operating lease cost	General and administration		2,858		2,291
Operating lease cost	Selling and marketing		52		47
Total lease cost		$	5,493	$	4,437

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

	December 31, 2025			December 31, 2024
Finance lease right-of-use assets	$	85		$	121
Short-term finance lease liabilities		35			47
Long-term finance lease liabilities		28			63
Total finance lease liabilities	$	63		$	110
Weighted average remaining lease term		2.15 years			2.78 years
Weighted average discount rate		5.2	%		5.2	%

Assumptions used in determining our incremental borrowing rate include our implied credit rating and an estimate of secured borrowing rates based on comparable market data.

At December 31, 2025, the future minimum lease payments under these financing leases are as follows:

Fiscal Years Ending
December 31, 2026		37
December 31, 2027		18
December 31, 2028		9
December 31, 2029		2
Total lease payments		66
Less imputed interest		3
Total financing lease liabilities	$	63

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. On October 22, 2025, the Company paid the settlement amount in full.

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 3 - Fair Value Measurements

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

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

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

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 3 - Fair Value Measurements (continued)

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

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2025:

	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	As of December 31, 2025
Liabilities
Warrant liability- Term Loan	$	565	$	565	$	-	$	565	$	-
Warrant liability- June Public Offering		148		148		-		148		-
Total liabilities	$	713	$	713	$	-	$	713	$	-

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

The carrying value of the term loan as of December 31, 2025 and 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)

The loss on impairment of right-of-use assets recognized during the year ended December 31, 2025 and the loss on impairment of assets recognized during the year ended December 31, 2024 were measured at fair value on a nonrecurring basis and are classified within Level 3 of the fair value hierarchy, as they were based on unobservable inputs, as further described in Note 2.

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.

There was no Level 3 activity for the year ended December 31, 2025.

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

	Warrant Liability - Term Loan			Warrant liability- June Public Offering
Fair value as of January 1, 2024	$	1,014		$	3,434
Warrants Issued		7,353			-
Change in fair value, gain included in net loss⁽¹⁾		(4,484	)		(2,184	)
Transfers from Level 3 to Level 2⁽²⁾		(3,883	)		(1,250	)
Fair value as of December 31, 2024	$	-		$	-

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

⁽²⁾

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

- Definition

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.

+ References

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
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

REPORTABLE SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

SCHEDULE OF REPORTABLE SEGMENTS INFORMATION

The following table presents the reportable segments information as of December 31, 2025:

	DTC			OEM		Other			Total

Net Sales	$	20,696		$	36,934	$	1,000(1)	⁽¹⁾	$	58,630

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	58,630

Direct material		12,547			22,465		-			35,012
Direct labor		1,458			2,025		-			3,483
Direct overhead and depreciation		1,876			2,612		-			4,488

Total Cost of Goods Sold		15,881			27,102		-			42,983

Gross profit		4,815			9,832		1,000			15,647

Operating Expenses
Research & development		-			-		2,981(2)	⁽²⁾		2,981
Sales tax adjustment		1			-		-			1
Credit card & amazon transaction fees		501			-		-			501
Other general & administrative		-			-		22,490(3)	⁽³⁾		22,490
Loss on impairment of right-of-use assets		-			-		2,667			2,667
Shipping		1,704			1,062		-			2,766
Sales and marketing stock compensation		38			123		-			161
Sales and marketing wages		978			1,248		-			2,226
Marketing spend		2,487			263		-			2,750
Rent		59			17		-			76
Unallocated sales and marketing stock compensation		-			-		57(4)	⁽⁴⁾		57
Unallocated sales and marketing wages		-			-		1,363(4)	⁽⁴⁾		1,363
Other sales & marketing		-			-		781(4)	⁽⁴⁾		781

Total Operating Expenses		5,768			2,713		30,339			38,820

Loss from operations		(953	)		7,119		(29,339	)		(23,173	)

Other income (expense)		-			-		131			131
Interest expense, net		-			-		(20,265	)		(20,265	)
Loss on extinguishment of debt		-			-		(31,843	)		(31,843	)

Change in FMV of warrant liability		-			-		5,117			5,117

Total Other Income (Expense)		-			-		(46,860(5)	)⁽⁵⁾		(46,860	)

Net Loss Before Taxes		(953	)		7,119		(76,199	)		(70,033	)

Income Tax Benefit		-			-		(94	)		(94	)

Net Income (Loss)	$	(953	)	$	7,119	$	(76,105	)	$	(69,939	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(69,939	)

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Note 14 - Reportable Segments (continued)

(1)

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

(2)

Research and Development expenses including employee costs related to new products

(3)

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

(4)

General sales and marketing employee cost and other marketing expenses

(5)

Interest expense related to debt, change in fair market value of warrant liability, and loss on extinguishment of long-term debt

The following table presents the reportable segments information as of December 31, 2024:

	DTC			OEM		Other			Total

Net Sales	$	22,616		$	27,612	$	417(1)	⁽¹⁾	$	50,645

Reconciliation of Net Sales
Reconciling items										-
Consolidated Net Sales									$	50,645

Direct material		13,915			18,308		-			32,223
Direct labor		1,433			1,858		-			3,291
Direct overhead and depreciation		1,529			1,976		-			3,505

Total Cost of Goods Sold		16,877			22,142		-			39,019

Gross profit		5,739			5,470		417			11,626

Operating Expenses
Research & development		-			-		5,451(2)	⁽²⁾		5,451
Sales tax adjustment		88			-		-			88
Credit card & amazon transaction fees		556			-		-			556
Loss on settlement		1,126			1,374		-(5)	⁽⁵⁾		2,500
Other general & administrative		-			-		18,749(3)	⁽³⁾		18,749
Shipping		1,711			818		-			2,529
Sales and marketing stock compensation		54			157		-			211
Sales and marketing wages		1,156			1,718		-			2,874
Marketing spend		1,411			990		-			2,401
Rent		73			16		-			89
Unallocated sales and marketing stock compensation		-			-		54(4)	⁽⁴⁾		54
Unallocated sales and marketing wages		-			-		292(4)	⁽⁴⁾		292
Other sales & marketing		-			-		1,591(4)	⁽⁴⁾		1,591

Total Operating Expenses		6,175			5,073		26,137			37,385

Loss from operations		(436	)		397		(25,720	)		(25,759	)

Other income (expense)		-			-		(36	)		(36	)
Interest expense, net		-			-		(21,504	)		(21,504	)
Change in FMV of warrant liability		-			-		6,684			6,684

Total Other Income (Expense)		-			-		(14,856(6)	)⁽⁶⁾		(14,856	)

Net Loss Before Taxes		(436	)		397		(40,576	)		(40,615	)

Income Tax Benefit		-			-		-			-

Net Income (Loss)	$	(436	)	$	397	$	(40,576	)	$	(40,615	)

Reconciliation of net loss
Reconciling items										-
Consolidated net loss									$	(40,615	)

(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)

Loss on settlement from patent licensing litigation

(6)

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

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Preferred stock, shares authorized	4,995,000	4,995,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	12,078,713	723,265
Common stock, shares outstanding	12,078,713	723,265
Series A Preferred Stock [Member]
Redeemable preferred stock, shares authorized	5,000	5,000
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, shares issued	0
Redeemable preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Redeemable preferred stock, shares authorized	25,000	25,000
Redeemable preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable preferred stock, shares issued	25,000	0
Redeemable preferred stock, shares outstanding	25,000	0

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SCHEDULE OF VARIOUS CLASSES OF PROPERTY AND EQUIPMENT AND ESTIMATED USEFUL LIVES

The various classes of property and equipment and estimated useful lives are as follows:

Office furniture and equipment	3 to 7 years
Vehicles	5 years
Machinery and equipment	3 to 7 years
Leasehold improvements	Shorter of Useful Life of Remaining Term of Lease

SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL

The following table present our disaggregated revenues by distribution channel:

Sales	2025		2024
	December 31,
Sales	2025		2024
Direct to customer		20,696		22,616
Original equipment manufacture		36,934		27,612
License fee revenue		1,000		417
Total	$	58,630	$	50,645

SCHEDULE OF WARRANTY OBLIGATION

	2025			2024
	December 31,
	2025			2024
Beginning warranty obligation		514			307
Provision of warranty expense		538			541
Settlement of warranty claims		(185	)		(334	)
Ending warranty obligation	$	867		$	514

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
	December 31,
	2025		2024
Warrants		925,616		392,616
Restricted stock units		16,787		33,475
Options		13,407		16,881
Weighted average number of common shares-basic		955,810		442,972

License Agreement (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
	Jul. 29, 2024	Dec. 31, 2025	Dec. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Licensing fee	$ 5,000
Net Sales		$ 58,630	$ 50,645
Long term deferred revenue		2,583	3,583
License Fee Revenue [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net Sales		1,000	417
License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Licensing fee	5,000
Payment of quarterly license fee	$ 25,000
Initial licensing fee recognized revenue description	straight-line basis over five years
Net Sales		1,000
Royalty payments received or earned		0
Short term deferred revenue		1,000	1,000
Long term deferred revenue		$ 2,583	$ 3,583

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

12 Months Ended

Dec. 31, 2025

USD ($)

Term Loan [Member]

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

Fair value as of January 1, 2024

$ 1,014

Warrants Issued

7,353

Change in fair value, gain included in net loss

(4,484)

^[1]

Transfers from Level 3 to Level 2

(3,883)

^[2]

Fair value as of December 31, 2024

June Public Offering [Member]

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

Fair value as of January 1, 2024

3,434

Warrants Issued

Change in fair value, gain included in net loss

(2,184)

^[1]

Transfers from Level 3 to Level 2

(1,250)

^[2]

Fair value as of December 31, 2024

[1]	Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations
[2]	Transfers of warrant liability fair market value reclassified from Level 3 to Level 2 due to utilizing Black Scholes calculation for fair value measurement across all warrant liabilities, which includes observable inputs (such as company stock price and comparable company volatility calculations) and more closely aligns with Level 2.

RELATED PARTY

12 Months Ended

Dec. 31, 2025

RELATED PARTY

Note 8 - RELATED PARTY

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

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

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

Dragonfly Energy Holdings Corp.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

- Definition

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.

+ References

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

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-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
-Section 50
-Paragraph 2
-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
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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

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

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

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-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

+ Details

SCHEDULE OF CASH PAID FOR INCOME TAX NET OF REFUNDS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Federal
State	7
Foreign
Cash paid for income taxes, net of refunds received	$ 7