Dragonfly Energy Holdings Corp. 10-Q

ITEM 5. OTHER INFORMATION (a) On May 13, 2024, we received the May 2024 Waiver in regards to our compliance with the Tests as of the last day of the quarter ended March 31, 2024 from the Term Loan Lenders. The May 2024 Waiver provided for a one-time issuance of 2,550,000 May 2024 Penny Warrants to purchase the May 2024 Penny Warrant Shares at an exercise price of $0.01 per share, in connection with the Term Loan Lenders’ agreement to waive the Tests under the Term Loan for the quarter ended March 31, 2024. The May 2024 Penny Warrants were immediately exercisable upon issuance and will expire ten years from the date of issuance. The May 2024 Penny Warrant and the May 2024 Penny Warrant Shares have not been registered under the Securities Act and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act. (b) None. (c) During the fiscal quarter ended March 31, 2024, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K. 45 ITEM 6. EXHIBITS The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. Incorporation by Reference Exhibit No. Description Form Exhibit Filing Date 3.1 Articles of Incorporation of Dragonfly Energy Holdings Corp. 8-K 3.1 03/31/2023 3.2 Bylaws of Dragonfly Energy Holdings Corp. 8-K 3.2 03/31/2023 4.1 Form of January Note. 8-K 4.1 04/04/2024 4.2 Form of February Note. 8-K 4.1 04/04/2024 4.3* Form of May 2024 Penny Warrant. 10.1* Limited Waiver, dated as of May 13, 2024, to the Term Loan, Guarantee and Security Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101) * Filed herewith. ** Furnished. 46 SIGNATURES 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, thereunto duly authorized. Dragonfly Energy Holdings Corp. Date: May 14, 2024 By: /s/ Denis Phares Denis Phares Chief Executive Officer, President and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) 47