Dragonfly Energy Launches Up To $50M "At-the-Market" Stock Offering

Dragonfly Energy Holdings Corp.

 

Up to $50,000,000 Shares of Common Stock

 

We have entered into an Equity Distribution Agreement (the "Distribution Agreement") with Canaccord Genuity LLC, acting as representative of the several sales agents (the "Lead Agent"), and Roth Capital Partners, LLC and Yorkville Securities, LLC (collectively with the Lead Agent, the "Agents"), on January 30, 2026, relating to our common stock, par value $0.0001, offered by this prospectus supplement and the accompanying prospectus. Under the Distribution Agreement, we may offer and sell our common stock having an aggregate offering price of up to $50 million from time to time through the Lead Agent, acting as sales agent on behalf of the Agents or principal.

 

Our common stock is listed on the Nasdaq Capital Market under the symbol "DFLI" and our public warrants (the "Public Warrants") are currently listed on the Nasdaq Capital Market under the symbol "DFLIW." On January 29, 2026, the last reported sales price of our common stock on the Nasdaq Capital Market was $3.41 per share and the last reported sales price of our Public Warrants was $0.07.

 

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made at market prices by any method permitted by law that is deemed an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Agents are not required to sell any specific number or dollar amount of our common stock but will act as sales agents using commercially reasonable efforts, consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

The Agents will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold under the Distribution Agreement. See "Plan of Distribution" beginning on S-11 for additional information regarding the Agents' compensation. In connection with the sale of our common stock on our behalf, the Agents may be deemed to be "underwriters" within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

Unless otherwise indicated, all share and per share amounts in this prospectus supplement have been adjusted to reflect the one-for-ten reverse stock split effected on December 18, 2025.