UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Limited Waiver and Eighth Term Loan Amendment
On September 30, 2026, Dragonfly Energy Holdings Corp. (the “Company”), Dragonfly Energy Corp., a wholly owned subsidiary of the Company (the “Subsidiary”), and Battle Born Battery Products, LLC entered into the Limited Waiver and Eighth Amendment (the “Eighth Amendment”) to the Term Loan, Guarantee and Security Agreement (as amended, the “Term Loan Agreement”) with the lenders (the “Lenders”) and Alter Domus (US) LLC, as agent, with respect to the Company’s senior secured term loan facility (the “Term Loan”). Under the Eighth Amendment:
| ● | the Lenders have waived testing of the minimum liquidity covenant solely for the fiscal month ending September 30, 2026; |
| ● | the Lenders have waived any default under the Term Loan Agreement arising from the deferral of a portion of the cash dividend payable on October 1, 2026 on the Series B Preferred Stock (as defined below), provided that such cash dividend is paid in accordance with the modified payment schedule set forth in the Series B Waiver (as defined below); and |
| ● | the Company shall pay to the Lenders an amendment fee of $450,000, which shall be paid-in-kind by adding such amount to the outstanding principal balance of the Term Loan. |
The summary of the terms of the Eighth Amendment herein is subject to and qualified in its entirety by the full text of the Eighth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Series B Preferred Stockholder Limited Waiver
On September 30, 2026, the Company and the holders of all of the outstanding shares of Series B Convertible Preferred Stock of the Company (the “Series B Preferred Stock”) entered into a limited waiver (the “Series B Waiver”) pursuant to which the holders waived, solely with respect to the dividend for the quarter ending September 30, 2026, their right to receive payment of the full cash dividend on the Series B Preferred Stock on or prior to October 1, 2026. Under the Series B Waiver, the Company is required to pay cash dividends equal to two percent (2%) per annum on or prior to October 1, 2026 and cash dividends equal to six percent (6%) per annum on or prior to October 30, 2026. Payment-in-kind dividends will continue to accrue at a rate of two percent (2%) per annum. So long as the Company complies with the modified payment schedule, such deferral will not constitute a Non-Payment Event or Preferred Default (each as defined in the Certificate of Designation of Rights and Preferences of the Series B Preferred Stock).
The summary of the terms of the Series B Waiver herein is subject to and qualified in its entirety by the full text of the Series B Waiver, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is 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 set forth above in Item 1.01 with respect to the Eighth Amendment is hereby incorporated by reference into this Item 2.03.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth above in Item 1.01 with respect to the Series B Waiver is hereby incorporated by reference into this Item 3.03.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Limited Waiver and Eighth Amendment to Term Loan, Guarantee and Security Agreement, dated as of September 30, 2026, by and among the Company, Dragonfly Energy Corp., Battle Born Battery Products, LLC, the lenders from time to time party thereto and Alter Domus (US) LLC. | |
| 10.2 | Series B Preferred Stockholder Limited Waiver, dated as of September 30, 2026, by and among the Company and the holders of Series B Convertible Preferred Stock of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. | ||
| Dated: October 2, 2026 | By: | /s/ Denis Phares |
| Name: | Denis Phares | |
| Title: | Chief Executive Officer, Interim Chief Financial Officer and President | |