SCHEDULE 13D/A: Denis Phares' Stake in Dragonfly Energy Holdings Corp. Declines to 18.0% Amid Share Dilution

Denis Phares, a key stakeholder, reported a decrease in his beneficial ownership of Dragonfly Energy Holdings Corp. common stock from 23.5% to 18.0%, primarily due to an increase in the company's outstanding shares rather than personal transactions.

Summary

• This is Amendment No. 5 to the Schedule 13D filing by Dr. Denis Phares regarding his beneficial ownership in Dragonfly Energy Holdings Corp.
• As of the filing date, May 19, 2025, Dr. Phares beneficially owns an aggregate of 1,802,303 shares of Common Stock, representing approximately 18.0% of the Issuer's outstanding shares.
• This ownership includes 1,666,980 shares directly owned and 135,323 shares indirectly owned through the Phares 2021 GRAT.
• Additionally, Dr. Phares has been granted 42,031 restricted stock units that will vest more than 60 days from the filing date.
• As of the event date, April 8, 2025, Dr. Phares' holdings represented approximately 23.5% of the Issuer's outstanding shares, based on 7,737,765 shares outstanding at that time.
• The decrease in percentage ownership from 23.5% to 18.0% is attributed to an increase in the total number of outstanding shares of Common Stock from 7,737,765 to 10,006,479, not due to any transactions by Dr. Phares.
• Dr. Phares retains sole voting and dispositive power over his 1,802,303 shares.

Sentiment

Score: 4

Explanation: The document reports a decrease in a significant insider's percentage ownership due to share dilution, which is generally negative for existing shareholders, although the insider did not sell shares. The increase in outstanding shares suggests a capital raise or conversion, which can be positive if funds are used effectively, but the immediate impact is dilution.

Positives

• Dr. Denis Phares, a key insider, maintains a significant beneficial ownership stake of 18.0% in Dragonfly Energy Holdings Corp., indicating continued alignment with shareholder interests.
• The decrease in percentage ownership is due to an increase in outstanding shares, not a sale by Dr. Phares, suggesting no loss of confidence from the reporting person.

Negatives

• The dilution of Dr. Phares' ownership percentage from 23.5% to 18.0% implies a significant increase in the total outstanding shares of Dragonfly Energy Holdings Corp., which could dilute existing shareholder value if not accompanied by proportional growth in company value.

Risks

• Share dilution risk: The increase in outstanding shares from 7,737,765 to 10,006,479 between April 8, 2025, and May 16, 2025, indicates potential dilution for existing shareholders.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Potential dilution of ownership and value per share due to the increase in outstanding shares.
• Reporting Person (Denis Phares): His percentage ownership has decreased, but his absolute share count remains stable, indicating continued commitment.

Key Dates

Recommendation

Keywords

Dragonfly Energy Holdings Corp., Denis Phares, Schedule 13D, Beneficial Ownership, Common Stock, Share Dilution, SEC Filing, Insider Ownership, DRGN