8-K: Dragonfly Energy Executes 1-for-10 Reverse Stock Split

Dragonfly Energy Holdings Corp. implemented a one-for-ten reverse stock split effective December 18, 2025, to adjust its common stock.

Summary

• Dragonfly Energy Holdings Corp. (DFLI) filed a Certificate of Amendment to its Articles of Incorporation to effect a one-for-ten reverse stock split.
• The reverse stock split became effective at 6:00 a.m. Eastern Time on December 18, 2025.
• Common Stock began trading on a reverse stock split-adjusted basis when the market opened on December 18, 2025.
• Every ten shares of issued and outstanding Common Stock were converted into one share of Common Stock.
• The CUSIP number for the Common Stock changed to 26145B 403.
• The Common Stock will continue to be quoted on The Nasdaq Capital Market under the existing ticker symbol DFLI.
• No fractional shares were issued; stockholders entitled to fractional shares will receive cash in lieu thereof.
• The reverse stock split did not change the par value of the Common Stock or the authorized number of shares.
• All outstanding securities, including stock options and warrants, were adjusted proportionally.
• Stockholders approved the proposal to authorize the Board to effect a reverse stock split (ratio 1:2 to 1:50) on October 15, 2025.
• The Board approved the specific one-for-ten ratio on December 2, 2025.

Sentiment

Score: 3

Explanation: The sentiment is generally negative as a reverse stock split often signals underlying issues with a company's stock performance, even if it's a necessary step to maintain exchange listing. While the action itself is procedural, the circumstances leading to it are typically unfavorable.

Negatives

• A reverse stock split often indicates a significantly low share price, which can be perceived negatively by the market and may reflect underlying business challenges.

Future Outlook

The Common Stock will continue to be quoted on The Nasdaq Capital Market under the existing ticker symbol DFLI, trading on a reverse stock split-adjusted basis from December 18, 2025.

Management Comments

• Denis Phares, Chief Executive Officer, Interim Chief Financial Officer and President, signed the report on behalf of Dragonfly Energy Holdings Corp.

Industry Context

Reverse stock splits are typically undertaken by companies whose stock price has fallen significantly, often below the minimum bid price required to maintain listing on major exchanges like Nasdaq. While a necessary step to avoid delisting, it generally signals underlying challenges rather than robust growth, contrasting with companies that maintain strong share prices through organic growth or strategic acquisitions.

Corporate Governance

Stakeholder Impact

• Shareholders will own one share for every ten previously held, with their overall percentage ownership remaining largely unchanged (excluding cash-out for fractional shares).
• The per-share price is expected to increase proportionally, potentially helping the company meet exchange listing requirements.

Next Steps

• The Common Stock will continue to trade on The Nasdaq Capital Market under the existing ticker symbol DFLI on a reverse stock split-adjusted basis.

Key Dates

Keywords

Reverse Stock Split, DFLI, Dragonfly Energy, Corporate Action, Nasdaq Capital Market, Common Stock, CUSIP Change, Stock Adjustment