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Dragonfly Energy Announces Exchange of Remaining Outstanding Shares of Series A Convertible Preferred Stock

Strategic Move Eliminates Associated Common Stock Issuance and Dividend Obligations, Enhancing Financial Flexibility

RENO, Nev., July 21, 2025 (GLOBE NEWSWIRE) -- Dragonfly Energy Holdings Corp. (鈥淒ragonfly Energy鈥� or the 鈥淐ompany鈥�) (Nasdaq: DFLI), an industry leader in energy storage and battery technology, today announced that it has entered into a Settlement and Mutual Release Agreement (the 鈥淎greement鈥�) with the holder of its Series A Convertible Preferred Stock, par value $0.0001 per share (the 鈥淪eries A Preferred Stock鈥�), eliminating all outstanding shares of the Series A Preferred Stock and associated common stock issuance obligations.

Under the terms of the Agreement, Dragonfly Energy will issue 2,100,000 shares of the Company鈥檚 common stock, par value $0.0001 per share, in exchange for the surrender of all outstanding shares of Series A Preferred Stock. The transaction satisfies in full the Company鈥檚 obligations under the Series A Preferred Stock and related agreements.

鈥淭his settlement completes the resolution of the remaining outstanding shares of Series A Preferred Stock,鈥� commented Dr. Denis Phares, Chief Executive Officer. 鈥淏y eliminating the risks related to the number of conversion shares and dividend obligations associated with the Series A Preferred Stock, we believe we have successfully improved our capital structure and have enhanced our financial flexibility, while removing potential future dilution concerns. We believe this strategic move will position us to better focus our resources on driving growth and achieving profitability.鈥�

The shares of common stock are being sold and issued without registration under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy the Company鈥檚 common stock, nor shall there be an offer, solicitation or sale of the Company鈥檚 common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

About Dragonfly Energy

Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) is a comprehensive lithium battery technology company, specializing in cell manufacturing, battery pack assembly, and full system integration. Through its renowned Battle Born Batteries庐 brand, Dragonfly Energy has established itself as a frontrunner in the lithium battery industry, with hundreds of thousands of reliable battery packs deployed in the field through top-tier OEMs and a diverse retail customer base. At the forefront of domestic lithium battery cell production, Dragonfly Energy鈥檚 patented dry electrode manufacturing process can deliver chemistry-agnostic power solutions for a broad spectrum of applications, including energy storage systems, electric vehicles, and consumer electronics. The Company's overarching mission is the future deployment of its proprietary, nonflammable, all-solid-state battery cells.

To learn more about Dragonfly Energy and its commitment to clean energy advancements, visit .

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company鈥檚 intent, belief or expectations, including, but not limited to, statements regarding the Company鈥檚 guidance for 2025, results of operations and financial position, planned products and services, business strategy and plans, market size and growth opportunities, competitive position and technological and market trends. Some of these forward-looking statements can be identified by the use of forward-looking words, including 鈥渕ay,鈥� 鈥渟hould,鈥� 鈥渆xpect,鈥� 鈥渋ntend,鈥� 鈥渨ill,鈥� 鈥渆stimate,鈥� 鈥渁nticipate,鈥� 鈥渂elieve,鈥� 鈥減redict,鈥� 鈥減lan,鈥� 鈥渢argets,鈥� 鈥減rojects,鈥� 鈥渃ould,鈥� 鈥渨ould,鈥� 鈥渃ontinue,鈥� 鈥渇orecast鈥� or the negatives of these terms or variations of them or similar expressions.

These forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the Company鈥檚 control) which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to: the impacts of the exchange of the Company鈥檚 common stock for the outstanding Series A Preferred Stock, improved recovery in the Company鈥檚 core markets, including the RV market; the Company鈥檚 ability to successfully increase market penetration into target markets; the Company鈥檚 ability to penetrate the heavy-duty trucking and other new markets; the growth of the addressable markets that the Company intends to target; the Company鈥檚 ability to retain members of its senior management team and other key personnel; the Company鈥檚 ability to maintain relationships with key suppliers including suppliers in China; the Company鈥檚 ability to maintain relationships with key customers; the Company鈥檚 ability to access capital as and when needed under its $150 million ChEF Equity Facility; the Company鈥檚 ability to protect its patents and other intellectual property; the Company鈥檚 ability to successfully utilize its patented dry electrode battery manufacturing process and optimize solid state cells as well as to produce commercially viable solid state cells in a timely manner or at all, and to scale to mass production; the Company鈥檚 ability to timely achieve the anticipated benefits of its licensing arrangement with Stryten Energy LLC; the Company鈥檚 ability to achieve the anticipated benefits of its customer arrangements with THOR Industries and THOR Industries鈥� affiliated brands (including Keystone RV Company); the Company鈥檚 ability to maintain the listing of its common stock and public warrants on the Nasdaq Capital Market; the Russian/Ukrainian conflict; the Company鈥檚 ability to generate revenue from future product sales and its ability to achieve and maintain profitability; and the Company鈥檚 ability to compete with other manufacturers in the industry and its ability to engage target customers and successfully convert these customers into meaningful orders in the future. These and other risks and uncertainties are described more fully in the sections entitled 鈥淩isk Factors鈥� and 鈥淐autionary Note Regarding Forward-Looking Statements鈥� in the Company鈥檚 Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and in the Company鈥檚 subsequent filings with the SEC available at .

If any of these risks materialize or any of the Company鈥檚 assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements contained in this press release speak only as of the date they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Investor Relations:
Eric Prouty
Szymon Serowiecki
AdvisIRy Partners