Current Report Filing (8-k)
March 09 2023 - 5:22PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 5, 2023
DRAGONFLY
ENERGY HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40730 |
|
85-1873463 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1190
Trademark Drive #108
Reno,
Nevada 89521
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (775) 622-3448
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 per share
|
|
DFLI
|
|
The
Nasdaq Global Market
|
Redeemable
warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment |
|
DFLIW |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. | Entry
into Material Definitive Agreement. |
On
March 5, 2023, Dragonfly Energy Holdings Corp. (the “Company”) issued an unsecured promissory note (the “Note”)
in the principal amount of $1,000,000 (the “Principal Amount”) to Brian Nelson, a director of the Company (the “Holder”),
in a private placement in exchange for cash in an equal amount (the “Private Placement”). The Company intends to use
the proceeds of the Private Placement for working capital and general corporate purposes.
The
Note becomes due and payable in full on April 1, 2023 (the “Maturity Date”). The Company is also obligated to pay
$100,000 (the “Loan Fee”) to the Holder on April 4, 2023 (the “Loan Fee Payment Date”). If the
Company does not pay the Loan Fee by the Loan Fee Payment Date, an additional $100,000 will accrue in full on April 5, 2023 (the “Penalty
Fee”). In addition, for so long as the Principal Amount, the Loan Fee and the Penalty Fee remain outstanding, an additional
$100,000 will accrue in full on May 3, 2023. If the balance of the Note, including the outstanding Principal Amount and all accrued but
unpaid fees, charges and expenses under the Note, has not been fully repaid by June 1, 2023, the Company will have the option to repay
the balance with any combination of cash and shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”). If the Company opts to repay the balance of the Note with shares of Common Stock, the amount of shares to be issued
will be calculated at a price per share equal to the consolidated closing bid price of the Common Stock as reported by The Nasdaq Global
Market (“Nasdaq”) on the date immediately prior to payment; however, such price will not be less than $4.18
per share.
The
Note contains customary events of default, including nonpayment of any amounts under the Note when due, upon which the payment of the
Principal Amount, the Loan Fee and any other unpaid fees, expenses or other charges may be accelerated. The Company may, at any time,
prepay the amount due under the Note without premium or penalty. In addition, the Company is obligated to repay all outstanding obligations
under the Note within one business day upon the occurrence of a Change of Control (as defined in the Note) of the Company.
The
Holder has represented to the Company that it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption
from registration afforded by Section 4(2) of the Securities Act in connection with the issuance of the Note.
The
foregoing summary is qualified in its entirety by reference to the full text of the Note, which is attached hereto as Exhibit 4.1 and
incorporated herein by reference.
Item
2.03. |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information provided in response to Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item
3.02. | Unregistered
Sales of Equity Securities. |
The
information provided in response to Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
DRAGONFLY
ENERGY HOLDINGS CORP. |
|
|
Date:
March 9, 2023 |
By: |
/s/
Denis Phares |
|
Name: |
Denis
Phares |
|
Title: |
President
and Chief Executive Officer |
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