Dragonfly Energy Holdings Corp. 10-Q

Item 1. Financial Statements. DRAGONFLY ENERGY HOLDINGS CORP. Condensed Consolidated Balance Sheets (in thousands, except share and per share data) June 30, 2024 December 31, 2023 Current Assets Unaudited Cash and cash equivalents $ 4,699 $ 12,713 Accounts receivable, net of allowance for credit losses 2,866 1,639 Inventory 28,653 38,778 Prepaid expenses 776 772 Prepaid inventory 1,976 1,381 Prepaid income tax 345 519 Other current assets 750 118 Total Current Assets 40,065 55,920 Property and Equipment Machinery and equipment 17,951 16,714 Office furniture and equipment 319 319 Leasehold improvements 8,681 1,727 Vehicle 33 33 Total 26,984 18,793 Less accumulated depreciation and amortization ( 3,488 ) ( 2,824 ) Property and Equipment, Net 23,496 15,969 Operating lease right of use asset, net 20,949 3,315 Other assets 445 - Total Assets $ 84,955 $ 75,204 Current Liabilities Accounts payable $ 10,339 $ 10,258 Accrued payroll and other liabilities 7,359 7,107 Accrued tariffs 1,863 1,713 Customer deposits 250 201 Uncertain tax position liability 91 91 Notes payable, current portion, net of debt issuance costs 21,903 19,683 Operating lease liability, current portion 2,807 1,288 Financing lease liability, current portion 37 36 Total Current Liabilities 44,649 40,377 Long-Term Liabilities Warrant liabilities 11,004 4,463 Accrued expenses-long term - 152 Operating lease liability, net of current portion 23,990 2,234 Financing lease liability, net of current portion 46 66 Total Long-Term Liabilities 35,040 6,915 Total Liabilities 79,689 47,292 Commitments and Contingencies (See Note 5) - - Stockholders’ Equity Preferred stock, 5,000,000 shares at $ 0.0001 par value, authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively - - Common stock, 250,000,000 shares at $ 0.0001 par value, authorized, 61,367,633 and 60,260,282 shares issued and outstanding as of June 30, 2024 December 31, 2023, respectively 6 6 Additional paid in capital 70,793 69,445 Accumulated deficit ( 65,533 ) ( 41,539 ) Total Stockholders’ Equity 5,266 27,912 Total Liabilities and Stockholders’ Equity $ 84,955 $ 75,204 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 Dragonfly Energy Holdings Corp. Unaudited Condensed Consolidated Statements of Operations For the Three AND SIX Months Ended June 30, 2024 and 2023 (in thousands, except share and per share data) 2024 2023 2024 2023 For The Three Months Ended June 30, For The Six Months Ended June 30, 2024 2023 2024 2023 Net Sales $ 13,208 $ 19,274 $ 25,713 $ 38,065 Cost of Goods Sold 10,041 15,350 19,495 29,474 Gross Profit 3,167 3,924 6,218 8,591 Operating Expenses Research and development 1,531 1,067 2,864 1,947 General and administrative 5,704 7,614 10,517 17,109 Selling and marketing 2,681 3,808 5,425 7,992 Total Operating Expenses 9,916 12,489 18,806 27,048 Loss From Operations ( 6,749 ) ( 8,565 ) ( 12,588 ) ( 18,457 ) Other (Expense) Income Interest expense, net ( 4,878 ) ( 4,138 ) ( 9,638 ) ( 7,994 ) Other expense ( 19 ) - ( 23 ) - Change in fair market value of warrant liability ( 1,981 ) 804 ( 1,745 ) 19,327 Total Other (Expense) Income ( 6,878 ) ( 3,334 ) ( 11,406 ) 11,333 Net Loss Before Taxes ( 13,627 ) ( 11,899 ) ( 23,994 ) ( 7,124 ) Income Tax (Benefit) Expense - - - - Net Loss $ ( 13,627 ) $ ( 11,899 ) $ ( 23,994 ) $ ( 7,124 ) Loss Per Share- Basic & Diluted $ ( 0.22 ) $ ( 0.25 ) $ ( 0.40 ) $ ( 0.15 ) Weighted Average Number of Shares – Basic & Diluted 60,673,835 47,418,269 60,467,639 46,263,591 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 Dragonfly Energy Holdings Corp. Unaudited Condensed Consolidated Statements of STockholders’ Equity For the Three AND SIX Months Ended June 30, 2024 and 2023 (in thousands, except share data) Shares Amount Capital (Deficit) Total Common Stock Additional Paid-In Accumulated Shares Amount Capital (Deficit) Total Balance -January 1, 2023 43,272,728 $ 4 $ 38,461 $ ( 27,722 ) $ 10,743 Net income - - - 4,775 4,775 Common stock issued in public offering (ATM), net of costs 73,500 - 597 - 597 Exercise of stock options 36,009 - 93 - 93 Exercise of public warrants 64,971 - 747 - 747 Cashless exercise of liability classified warrants 2,348,294 1 10,166 - 10,167 Stock compensation expense - - 4,487 - 4,487 Balance - March 31, 2023 45,795,502 5 54,551 ( 22,947 ) 31,609 Net loss - - - ( 11,899 ) ( 11,899 ) Common stock issued in public offering, net of costs 11,405,000 1 7,877 - 7,878 Common stock issued in public offering (ATM), net of costs 25,000 - 74 - 74 Exercise of stock options 69,012 - 230 - 230 Cashless exercise of liability classified warrants 748,029 - 2,462 - 2,462 Shares issued for vested restricted stock units 461,998 - - - - Stock compensation expense - - 954 - 954 Balance - June 30, 2023 58,504,541 $ 6 $ 66,148 $ ( 34,846 ) $ 31,308 Balance - January 1, 2024 60,260,282 $ 6 $ 69,445 $ ( 41,539 ) $ 27,912 Net loss - - - ( 10,367 ) ( 10,367 ) Stock compensation expense - - 266 - 266 Balance - March 31, 2024 60,260,282 6 69,711 ( 51,906 ) 17,811 Balance 60,260,282 6 69,711 ( 51,906 ) 17,811 Net loss - - - ( 13,627 ) ( 13,627 ) Net income (loss) - - - ( 13,627 ) ( 13,627 ) Common stock issued in public offering (ATM), net of costs 850,463 - 730 - 730 Share issuance under ESPP 244,774 - 112 - 112 Share cancellation ( 441 ) - - - - Exercise of stock options 8,752 - 3 - 3 Shares issued for vested restricted stock units 3,803 - - - - Stock compensation expense - - 237 - 237 Balance - June 30, 2024 61,367,633 $ 6 $ 70,793 $ ( 65,533 ) $ 5,266 Balance 61,367,633 $ 6 $ 70,793 $ ( 65,533 ) $ 5,266 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Dragonfly Energy Holdings Corp. Unaudited Condensed Consolidated Statements of Cash Flows For the SIX Months Ended June 30, 2024 and 2023 (in thousands) 2024 2023 Cash flows from Operating Activities Net Loss $ ( 23,994 ) $ ( 7,124 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities Stock based compensation 503 5,441 Amortization of debt discount 2,428 620 Change in fair market value of warrant liability 1,745 ( 19,327 ) Non-cash interest expense (paid-in kind) 4,582 2,510 Provision for credit losses 18 93 Depreciation and amortization 663 593 Amortization of right of use of assets 1,019 601 Loss on disposal of property and equipment - 116 Changes in Assets and Liabilities Accounts receivable ( 1,246 ) ( 821 ) Inventories 10,125 5,648 Prepaid expenses ( 4 ) 425 Prepaid inventory ( 595 ) ( 940 ) Other current assets ( 632 ) 28 Other assets ( 445 ) - Income taxes payable 174 ( 4 ) Accounts payable and accrued expenses ( 1,970 ) 6,272 Accrued tariffs 150 316 Customer deposits 49 ( 86 ) Total Adjustments 16,564 1,485 Net Cash Used in Operating Activities ( 7,430 ) ( 5,639 ) Cash Flows From Investing Activities Purchase of property and equipment ( 1,324 ) ( 2,571 ) Net Cash Used in Investing Activities ( 1,324 ) ( 2,571 ) The accompanying notes are an integral part of the condensed consolidated financial statements. 6 Dragonfly Energy Holdings Corp. Unaudited Condensed Consolidated Statements of Cash Flows (continued) For the SIX Months Ended June 30, 2024 and 2023 (in thousands) (continued from previous page) 2024 2023 Cash Flows From Financing Activities Proceeds from public offering 788 23,527 Payments from public offering costs ( 51 ) ( 1,216 ) Proceeds from note payable, related party 2,700 1,000 Repayment of note payable, related party ( 2,700 ) ( 1,000 ) Proceeds from exercise of public warrants - 747 Proceeds from exercise of options 3 323 Net Cash Provided by Financing Activities 740 23,381 Net (Decrease) Increase in cash and cash equivalents ( 8,014 ) 15,171 Beginning Cash and cash equivalents - beginning of year 12,713 17,781 Ending Cash and cash equivalents - end of year $ 4,699 $ 32,952 Supplemental Disclosures of Cash Flow Information: Cash paid for income taxes $ - $ 237 Cash paid for interest $ 4,780 $ 4,361 Supplemental Non-Cash Items Purchases of property and equipment, not yet paid $ 2,278 $ 3,583 Recognition of right of use asset obtained in exchange for operating lease liability $ 18,653 $ - Recognition of leasehold improvements obtained in exchange for operating lease liability $ 4,683 $ - Recognition of warrant liability $ 4,796 $ - Settlement of accrued liability for employee stock purchase plan $ 112 $ - Cashless exercise of liability classified warrants $ - $ 12,628 The accompanying notes are an integral part of the condensed consolidated financial statements. 7 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 1 - NATURE OF BUSINESS Dragonfly Energy Holdings Corp. (“New Dragonfly” or the “Company”) sells lithium-ion battery packs for use in a wide variety of applications. The Company sells to distributors under the Dragonfly Energy brand name, and sells direct to consumers under the trade name Battleborn Batteries. In addition, the Company develops technology for improved lithium-ion battery manufacturing and assembly methods. Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and present the consolidated financial statements of the Company and its wholly owned subsidiary. All significant intercompany transactions and balances are eliminated in consolidation. Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These condensed consolidated financial statements should be read along with the 10-K filed with the SEC on April 16, 2024 (as amended April 29, 2024, the “Annual Report”) of the Company for the annual period ended December 31, 2023. The consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of and for the year then ended. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. During the six months ended June 30, 2024 and 2023, the Company incurred losses from operations and had negative cash flow from operations. As of June 30, 2024, the Company had $ 4,699 in cash and cash equivalents and a working capital deficit of $ 4,584 . The Company’s ability to achieve profitability and positive cash flow depends on its ability to increase revenue, contain its expenses and maintain compliance with the financial covenants in its outstanding indebtedness agreements. In connection with the Company’s senior secured term loan facility in an aggregate principal amount of $ 75,000 (as amended, the “Term Loan”), the Company is obligated to comply with certain financial covenants, which include maintaining a maximum senior leverage ratio, minimum liquidity, a springing fixed charge coverage ratio, and maximum capital expenditures (See Note 6). On March 31, 2024, April 29, 2024 and June 28, 2024, the Company obtained waivers from the Term Loan administrative agent and lenders of its failures to satisfy the liquidity requirement under the Term Loan for the quarters ended March 31, 2024 and June 30, 2024 and the fiscal month ended April 30, 2024, as applicable. If the Company is unable to obtain a waiver or if the Company is unable to comply with such covenants, the lenders have the right to accelerate the maturity of the Term Loan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 8 In addition, the Company may need to raise additional debt and/or equity financings to fund its operations, strategic plans, and meet its financial covenants. The Company has historically been able to raise additional capital through issuance of equity and/or debt financings and the Company intends to use its equity facility and raise additional capital as needed. However, the Company cannot guarantee that it will be able to raise additional equity, contain expenses, or increase revenue, and comply with the financial covenants under the Term Loan. Recently issued accounting pronouncements : In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. Cash and Cash Equivalents The Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. As of June 30, 2024 and December 31, 2023, the Company held no Cash Equivalents. From time to time the Company has amounts on deposit with financial institutions that exceed federally insured limits. The Company has not experienced any significant losses in such accounts. Accounts Receivable The Company’s trade receivables are recorded when billed and represent claims against third parties that will be settled in cash. Generally, payment is due from customers within 30- 90 days of the invoice date and the contracts do not have significant financing components. Trade accounts receivables are recorded gross and are net of any applicable allowance. The allowance for credit losses as of June 30, 2024 and December 31, 2023 were not material. Inventory Inventories ( Note 4 ), which consist of raw materials and finished goods, are stated at the lower of cost (first in, first out) or net realizable value, net of reserves for obsolete inventory. The Company continually analyzes its slow moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. The inventory reserve as of June 30, 2024 and December 31, 2023 was not material. Use of Estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company utilizes the use of estimates in its calculations for the reserve for obsolete or slow-moving inventory, right of use asset, warrant liability, equity-based compensation, and income taxes. 9 Revenue Recognition Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Revenue is recognized when control of the promised goods is transferred to the customer or reseller, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue associated with products holding rights of return are recognized when the Company concludes there is not a risk of significant revenue reversal in the future periods for the expected consideration in the transaction. There are no material instances including discounts and refunds where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at a point in time for standard promised goods at the time of shipment when title and risk of loss pass to the customer. The Company may receive payments at the onset of the contract before delivery of goods for customers in the retail channel. Payment terms for distributors and OEMs are typically due within 30 - 90 days after shipment. In such instances, the Company records a customer deposit liability. The Company recognizes these contract liabilities as sales after the revenue criteria are met. As of June 30, 2024 and December 31, 2023, the contract liability related to the Company’s customer deposits were approximately $ 250 and $ 201 , respectively. The Company recognized $ 153 of the contract liability as of December 31, 2023 during the six months ended June 30, 2024. The Company recognized $ 211 of the contract liability as of December 31, 2022 during the six months ended June 30, 2023. Disaggregation of Revenue The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL 2024 2023 2024 2023 For the Three Months Ended For the Six Months Ended June 30 June 30 Sales 2024 2023 2024 2023 Direct to Customer 6,534 9,972 11,737 20,009 Original equipment manufacture 6,674 9,302 13,976 18,056 Total $ 13,208 $ 19,274 $ 25,713 $ 38,065 During the year ended December 31, 2023, the Company deemed it more appropriate to classify Retail and Distributor revenues as a single line item referred to as direct-to-consumer revenue. The Company has combined previously reported retail and distributor amounts to direct-to-consumer revenue to conform with current year presentation. The consolidation into direct-to-consumer revenue is motivated by The Company’s strategic perspective on its operations and better represents how it evaluates their sales channels. 10 Product Warranty The Company offers assurance type warranties from 5 to 10 years on its products. The Company estimates the costs associated with the warranty obligation using historical data of warranty claims and costs incurred to satisfy those claims. The Company estimates, based upon a review of historical warranty claim experience, the costs that may be incurred under its warranties and record a liability in the amount of such estimate at the time a product is sold. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of our recorded warranty liability and adjust the accrual as claims data and historical experience warrants. The Company has assessed the costs of fulfilling its existing assurance type warranties and has determined that the estimated outstanding warranty obligation at June 30, 2024 and December 31, 2023 to be $ 467 and $ 307 , respectively. SCHEDULE OF WARRANTY OBLIGATION June 30, 2024 December 31, 2023 Beginning warranty obligation 307 328 Provision of warranty expense 319 397 Settlement of warranty claims ( 159 ) ( 418 ) Ending warrant obligation $ 467 $ 307 Concentrations As of June 30, 2024, receivables from Customer A and Customer B comprised approximately 21 % and 17 %, respectively, of accounts receivable. As of December 31, 2023, receivables from Customer A and C comprised approximately 28 % and 10 %, respectively, of accounts receivable. For the six months ended June 30, 2024, sales from Customer A comprised approximately 14 % of the Company’s total revenue. For the six months ended June 30, 2023, sales from Customer B accounted for approximately 26 % of the Company’s total revenue. For the three months ended June 30, 2024, sales from Customer A comprised approximately 12 % of the Company’s total revenue. For the three months ended June 30, 2023, sales from Customer B accounted for approximately 27 % of the Company’s total revenue. As of June 30, 2024, payables to Vendor A and Vendor B comprised approximately 39 % and 13 %, respectively, of accounts payables. As of December 31, 2023, payables to Vendor A comprised approximately 65 % of accounts payables. For the six months ended June 30, 2024, there were no purchase concentrations present. For the six months ended June 30, 2023, Vendor A accounted for approximately 22 % of the Company’s total purchases. For the three months ended June 30, 2024, Vendor B accounted for approximately 15 % of the Company’s total purchases. For the three months ended June 30, 2023, Vendor C accounted for approximately 10 % of the Company’s total purchases. Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees and non-employee consultants using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options ( Note 11 ). The fair value method requires the Company to estimate the fair value of stock-based payment awards to employees and non-employees on the date of grant using an option pricing model. Stock based compensation costs are based on the fair value of the underlying option calculated using the Black Scholes option pricing model and recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Restricted stock unit awards are valued based on the closing trading value of the Company’s common stock on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. The Company measures equity-based compensation awards granted to non-employees at fair value as the awards vest and recognizes the resulting value as compensation expense at each financial reporting period. 11 Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, expected dividend yield, expected term, risk free rate of return, and the estimated fair value of the underlying common stock. Due to the lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to the Company, including stage of product development and focus on the lithium-ion battery industry. The Company uses the simplified method, which is the average of the final vesting tranche date and the contractual term, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company accounts for forfeitures as they occur. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss, credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company recognizes a tax benefit for an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company had a liability of $ 91 as of June 30, 2024, and December 31, 2023, of uncertain tax positions. The Company’s accounting policy is to include penalties and interest related to income taxes if any, in selling, general and administrative expenses. The Company regularly assesses the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Net Loss per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and warrants. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss, diluted net loss per share is generally the same as basic net loss per share since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive: SCHEDULE OF POTENTIAL SHARES OF COMMON STOCK EXCLUDED FROM DILUTED NET LOSS PER SHARE June 30, 2024 June 30, 2023 Warrants 29,168,251 23,492,221 Restricted stock units 106,000 208,000 Options 1,908,821 3,443,099 Weighted average number of common shares-basic 31,183,072 27,143,320 Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company’s control over the use of that identified asset. The Company elected, as allowed under FASB ASU 2016-02, Leases (“ASC 842”), to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets and current and non-current lease liabilities, as applicable. 12 Segment Reporting Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Executive Officer to make decisions with respect to resource allocation and assessment of performance. To date, the Company has viewed its operations and manages its business as one operating segment. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and these accompanying notes. The reclassifications did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. The impact on any prior period disclosures was immaterial. Note 3 - FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. 13 The following table presents assets and liabilities that were measured at fair value in the Condensed Consolidated Balance Sheets on a recurring basis as of June 30, 2024: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of June 30, 2024 Liabilities Warrant liability- Term Loan $ 5,502 $ 5,502 $ - $ - $ 5,502 Warrant liability- June Public Offering 5,491 5,491 - - 5,491 Warrant liability- Private Placement Warrants 11 11 - 11 - Total liabilities $ 11,004 $ 11,004 $ - $ 11 $ 10,993 The following table presents assets and liabilities that were measured at fair value in the Condensed Consolidated Balance Sheets on a recurring basis as of December 31, 2023: Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of December 31, 2023 Liabilities Warrant liability- Term Loan $ 1,014 $ 1,014 $ - $ - $ 1,014 Warrant liability- June Public Offering 3,434 3,434 - - 3,434 Warrant liability- Private placement warrants 15 15 - 15 - Total liabilities $ 4,463 $ 4,463 $ - $ 15 $ 4,448 The carrying amounts of accounts receivable and accounts payable are considered level 1 and approximate fair value as of June 30, 2024 and December 31, 2023 because of the relatively short maturity of these instruments. The carrying value of the term loan as of June 30, 2024 and December 31, 2023 approximates fair value as the interest rate does not differ significantly from the current market rates available to the Company for similar debt and is considered level 2. Level 3 Roll forward Fair value measurements categorized within Level 3 are sensitive to changes in assumptions or methodology used to determine fair value, and such changes could result in a significant increase or decrease in the fair value. The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS Warrant Liability – Term Loan Warrant Liability – June Public Offering Fair value as of January 1, 2024 $ 1,014 $ 3,434 Warrants Issued Warrant exercises - - Change in fair value, gain included in net loss (1) ( 4 ) ( 220 ) Fair value as of March 31, 2024 1,010 3,214 Warrants Issued 4,796 - Change in fair value, (gain) loss included in net loss (1) ( 304 ) 2,277 Fair value as of June 30, 2024 $ 5,502 $ 5,491 14 Warrant Liability - Term Loan Warrant liability- June Public Offering Fair value as of January 1, 2023 $ 30,841 $ - Warrants Issued Warrant exercises ( 8,822 ) - Change in fair value, gain included in net loss (1) ( 17,998 ) - Fair value as of March 31, 2023 4,021 - Warrants Issued - 13,762 Warrant exercises ( 2,462 ) - Change in fair value, gain included in net loss (1) ( 684 ) ( 150 ) Fair value as of June 30, 2023 $ 875 $ 13,612 (1) Changes in fair value of warrant liabilities are disclosed separately in the Condensed Consolidated Statements of Operations Note 4 - INVENTORY Inventory consists of the following: SCHEDULE OF INVENTORY June 30, 2024 December 31, 2023 Raw material $ 23,192 $ 31,604 Finished goods 5,461 7,174 Total inventory $ 28,653 $ 38,778 Note 5 - COMMITMENTS AND CONTINGENCIES Litigation From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, governmental actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of the Company’s management, could reasonably be expected to have a material adverse effect on the Company’s business and financial condition. Operating Leases The Company has leases related to the main office, warehouse space, research and development lab, engineering office, and sales office, all located in Reno, Nevada. The leases require annual escalating monthly payments ranging from $ 111 to $ 309 . On February 2, 2022, the Company entered into a 124-month lease agreement in Reno, Nevada. The lease calls for monthly base rent of $ 230 , $ 23 of fixed operating expense costs, and estimated monthly property taxes of $ 21 . The monthly base rent and fixed operating expense costs are subject to escalation of 3 % and 2.4 %, respectively, on an annual basis. A certificate of substantial completion has been issued and the lease commencement date was March 25, 2024. The Company began paying monthly rent under the lease on July 24, 2024. 15 On April 12, 2024 the Company entered into a lease agreement, pursuant to which the Company agreed to lease an approximately 64,000 square foot facility (the “Premises”) located in Fernley, Nevada, to be used for general, warehousing, assembly/light manufacturing, painting of products, storage fulfillment, distribution of the Company’s products, and other uses as permitted under the Fernley Lease Agreement (the “Fernley Lease Agreement”). The effective date of the lease is April 1, 2024 (the “Lease Commencement Date”). However, the initial term of the Fernley Lease Agreement (the “Term”) is for a period of sixty (60) months, effective June 1, 2024 (the “Rent Commencement Date”). The base rent for the Premises, payable monthly, is $ 45 for the first ten months, starting June 1, 2024, and is subject to a three percent ( 3.0 %) increase on the anniversary of the Lease Commencement Date each year. The Company also will be responsible for twenty-five percent (25%) of any operating expenses, taxes and insurance expenses incurred by the Landlord in connection with the building in which the Premises are located (the “Expenses”) as well as utility expenses. The Expenses are subject to recalculation and increase upon the completion of the Initial Improvements (as defined in the Fernley Lease Agreement). The Landlord is responsible for completing the Initial Improvements. The Fernley Lease Agreement also contains customary default provisions allowing the Landlord to terminate the Fernley Lease Agreement if the Company fails to cure certain breaches of its obligations under the Fernley Lease Agreement within a specified period of time upon written notice to the Company. Concurrent with the execution of the Fernley Lease Agreement, the Company paid the Landlord a security deposit of $ 50 . The following table presents the breakout of the operating leases as of: SCHEDULE OF BREAKOUT OF OPERATING LEASES June 30, 2024 December 31, 2023 Operating lease right-of-use assets $ 20,949 $ 3,315 Short-term operating lease liabilities 2,807 1,288 Long-term operating lease liabilities 23,990 2,234 Total operating lease liabilities $ 26,797 $ 3,522 Weighted average remaining lease term 8.78 years 2.6 years Weighted average discount rate 7.82 % 5.2 % Assumptions used in determining the Company’s incremental borrowing rate include its implied credit rating and an estimate of secured borrowing rates based on comparable market data. At June 30, 2024, the future minimum lease payments under these operating leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Fiscal Years Ending December 31, 2024 (1) $ 2,371 December 31, 2025 4,817 December 31, 2026 4,376 December 31, 2027 3,588 December 31, 2028 3,695 Thereafter 19,221 Total lease payments 38,068 Less imputed interest 11,271 Total operating lease liabilities $ 26,797 (1) Represents scheduled payments for the remaining six-month period ending December 31, 2024. SCHEDULE OF LEASE COST For The Three Months Ended June 30, For The Six Months Ended June 30, Lease cost Classification 2024 2023 2024 2023 Operating lease cost Cost of goods sold $ 341 $ 348 $ 691 $ 695 Operating lease cost Research and development 130 23 153 45 Operating lease cost General and administration 762 12 1,032 24 Operating lease cost Selling and marketing 11 12 23 24 Total lease cost $ 1,244 $ 395 $ 1,899 $ 788 All lease costs included in the schedule above are fixed. 16 Financing Leases The Company entered into finance lease agreements for equipment to support the Company’s operations. Payments under the finance lease agreements are fixed for a term of 3 - 5 years. The leased assets are recognized in property plant & equipment. The following table presents the breakout of the financing leases as of: SCHEDULE OF BREAKOUT OF FINANCE LEASES June 30, 2024 December 31, 2023 Finance lease right-of-use assets $ 94 $ 106 Short-term finance lease liabilities 37 36 Long-term finance lease liabilities 46 66 Total finance lease liabilities $ 83 $ 102 Weighted average remaining lease term 2.3 years 2.7 years Weighted average discount rate 5.2 % 5.2 % Assumptions used in determining our incremental borrowing rate include our implied credit rating and an estimate of secured borrowing rates based on comparable market data. At June 30, 2024, the future minimum lease payments under these operating leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Fiscal Years Ending December 31, 2024 (1) $ 20 December 31, 2025 41 December 31, 2026 24 December 31, 2027 4 Total lease payments 89 Less imputed interest 6 Total operating lease liabilities $ 83 (1) Represents scheduled payments for the remaining six-month period ending December 31, 2024. Other Contingencies See Note 7 for further discussion regarding contingent consideration arising from the April 2022 Asset Purchase agreement with Thomason Jones Company, LLC. Note 6 - LONG TERM DEBT Term Loan Agreement On October 7, 2022 (the “Closing Date”), in connection with the merger, CNTQ, Legacy Dragonfly and CCM Investments 5 LLC, an affiliate of CCM LLC (“CCM 5”, and in connection with the Term Loan, the “Chardan Lender”), and EICF Agent LLC (“EIP”) entered into the Term Loan, Guarantee and Security Agreement (the “Original Term Loan Agreement”) setting forth the terms of the Term Loan. The Chardan Lender backstopped its commitment under the Debt Commitment Letter by entering into a backstop commitment letter, dated as of May 20, 2022 (the “Backstop Commitment Letter”), with a certain third party financing source (the “Backstop Lender” and collectively with EIP, the “Term Loan Lenders”), pursuant to which the Backstop Lender committed to purchase from the Chardan Lender the aggregate amount of the Term Loan held by the Chardan Lender (the “Backstopped Loans”) immediately following the issuance of the Term Loan on the Closing Date. Pursuant to an assignment agreement, the Backstopped Loans were assigned by CCM 5 to the Backstop Lender on the Closing Date. 17 Pursuant to the terms of the Term Loan Agreement, the Term Loan was advanced in one tranche on the Closing Date. The proceeds of the Term Loan were used (i) to refinance on the Closing Date prior indebtedness (including the obligations underlying the Trust Indenture), (ii) to support the merger and related transactions under the merger agreement, (iii) for working capital purposes and other corporate purposes, and (iv) to pay any fees associated with transactions contemplated under the Term Loan Agreement and the other loan documents entered into in connection therewith, including the transactions described in the foregoing clauses (i) and (ii) and fees and expenses related to the merger. The Term Loan amortizes in the amount of 5 % per annum (or $ 937.5 on the first day of each calendar quarter) beginning 24 months after the Closing Date and matures on the fourth anniversary of the Closing Date (“Maturity Date”). The Term Loan accrues interest as follows: (i) until October 1, 2024, at a per annum rate equal to adjusted SOFR plus 7 % payable in cash plus an amount ranging from 4.5 % to 6.5 %, depending on the senior leverage ratio of the consolidated company, which will be paid in kind; (ii) at all times thereafter, at a per annum rate equal to adjusted SOFR plus a margin ranging from 11.5 % to 13.5 % payable in cash, depending on the senior leverage ratio of the consolidated company. In each of the foregoing cases, adjusted SOFR will be no less than 1 %; (iii) effective April 1, 2024 and thereafter, interest payable to certain lenders subject to regulations of the U.S. Small Business Administration (“SBA”) with outstanding principal on that date of $ 30,846 will be limited to 14.0 % per annum (except for default interest permitted under SBA regulations, as applicable); and (iv) the other outstanding principal will accrue interest from April 1, 2024 thereafter until October 1, 2024, at a per annum rate equal to adjusted SOFR plus 7 % payable in cash plus an amount ranging from 4.5 % to 6.5 %, depending on the Company’s senior leverage ratio, and at all times thereafter, at a per annum rate equal to adjusted SOFR plus a margin ranging from 11.5 % to 13.5 %, depending on the senior leverage ratio of the Company. Payments of interest based on the Term Loan Agreement, as amended, are as follows: (i) Interest payable on April 1, 2024, was paid in cash. (ii) Interest payable on July 1, 2024, became payable-in-kind. (iii) Interest payable on October 1, 2024, will be payable partly in cash and partly in-kind, at a per annum rate equal to adjusted SOFR plus 7 % payable in cash plus an amount ranging from 4.5 % to 6.5 % paid-in-kind, depending on the senior leverage ratio of the consolidated company (subject to the 14.0 % limit for lenders subject to SBA regulations). (iv) For each payment date occurring on or after January 1, 2025, interest will be payable in cash. In each of the foregoing cases, adjusted SOFR will be no less than 1 %. In addition to optional prepayments by the Company upon written notice, the Term Loan Agreement provides for mandatory prepayments upon receipt of proceeds from certain transactions or casualty events. The Company is required to prepay the Term Loan based on excess cash flow, as defined in the agreement, beginning with the financial statements for the year ended December 31, 2023. During the year ended December 31, 2023, the Company prepaid the first four installments of the Term Loan which amounted to $ 5,275 and pushed back the first principal payment to October 2025. In connection with the entry into the Term Loan Agreement, and as a required term and condition thereof, the Company issued (i) the penny warrants to the Term Loan Lenders exercisable to purchase an aggregate of 2,593,056 and (ii) the $ 10 warrants to issue warrants to the Term Loan Lenders exercisable to purchase an aggregate of 1,600,000 shares of common stock at $ 10 per share. Refer to Note 9 for further information. Unless the obligations under the Term Loan are accelerated under the terms of the agreement, the maturity date will be October 7, 2026. The Term Loan Lenders have been granted a first priority lien, and security interest in, the mortgaged properties underlying the Company’s mortgages. During the six months ended June 30, 2024 and 2023, a total of $ 7,022 and $ 7,147 , respectively, of interest expense was incurred under the debt. During the three months ended June 30, 2024 and 2023, a total of $ 3,321 and $ 3,651 , respectively, of interest expense was incurred under the debt. Amortization of the debt issuance costs amounted to $ 2,428 and $ 620 , respectively, during the six months ended June 30, 2024 and 2023. Amortization of the debt issuance costs amounted to $ 1,534 and $ 401 , respectively, during the three months ended June 30, 2024 and 2023. 18 The carrying balance of $ 21,903 on June 30, 2024, consisted of $ 69,725 in principal, plus $ 10,711 PIK interest, less $ 58,533 in unamortized debt discount related to the debt issuance costs. The carrying balance of $ 19,683 on December 31, 2023, consisted of $ 69,725 in principal, plus $ 6,130 PIK interest, less $ 56,172 in unamortized debt discount related to the debt issuance costs. On May 13, 2024, the Company received a waiver from its Administrative Agent and Term Loan Lenders (the “May 2024 Waiver”) in regards to its compliance with the Senior Leverage Ratio and Fixed Charge Coverage Ratio tests (the “Tests”) as of the last day of the quarter ended March 31, 2024. The May 2024 Waiver provided for a one-time issuance of penny warrants (the “May 2024 Penny Warrants”) to purchase up to 2,550,000 shares of the Company’s common stock, par value $ 0.0001 per share (the “May 2024 Penny Warrant Shares”). The May 2024 Penny Warrants have an exercise price of $ 0.01 per share, were valued at $ 3,022 , and recorded as a debt discount. The May 2024 Penny Warrants were issued 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. On June 28, 2024, the Company entered into a Limited Waiver and First Amendment (the “Term Loan Amendment” and, together with the Term Loan Agreement, the “Term Loan Agreement”) to the Term Loan with the lenders in regards to its compliance with the Tests as of the last day of the quarter ended June 30, 2024 and certain amendments to the Term Loan. The Term Loan Amendment provided for a one-time issuance of Penny Warrants to purchase up to 2,100,000 shares of the Company’s Common Stock at an exercise price of $ 0.01 per share (the “June 2024 Penny Warrants”), valued at $ 1,767 and recorded as a debt discount. The June 2024 Penny Warrants were issued in connection with the lenders’ agreement to waive the Tests under the Term Loan for the quarter ended June 30, 2024 and to amend the Term Loan. The June 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance. In addition, the Term Loan Amendment (i) reduced the liquidity requirement under the Term Loan to be $ 3.5 million as of the last day of the month ended June 30, 2024, and $ 10.0 million as of the last day of each fiscal month thereafter commencing with the fiscal month ended July 31, 2024 and (ii) provided for the interest to be paid on the Payment Date (as defined in the Term Loan) occurred on July 1, 2024 to be solely payable-in-kind. In connection with the License Agreement ( See Note 14- Subsequent Events ), on July 29, 2024, the Company, DFE and Battle Born LLC entered into a Limited Waiver, Consent and Second Amendment to Term Loan, Guarantee and Security Agreement with the lenders under the Company’s Term Loan, Guarantee and Security Agreement, dated as of October 7, 2022, and Alter Domus (US) LLC, as the agent to the Lenders. Pursuant to the Amendment, the Lenders (i) consented to the transactions contemplated by the License Agreement and the Trademark Transfer Agreement and (ii) agreed to waive the mandatory prepayment under the Loan Agreement that would have been due to the Lenders under the Loan Agreement upon Battle Born LLC’s receipt of the Initial Licensing Fee. In connection with the Amendment, Battle Born LLC entered into a Joinder Agreement with the Lenders whereby Battle Born LLC became a guarantor and credit party to the Loan Agreement. Financial Covenants The Company is subject to restrictive financial covenants pertaining to Maximum Senior Leverage Ratio, Liquidity, Fixed Charge Coverage Ratio, and Capital Expenditures as defined in the Term Loan Agreement. As of June 30, 2024, the Company was not in compliance with its financial covenants pertaining to the fixed charge coverage ratio, liquidity, and the maximum senior leverage ratio. On March 31, 2024 and June 28, 2024, the Company received a waiver from its Administrative Agent and Term Loan Lenders in regards to its compliance with the liquidity requirement under the Term Loan as of the last day of the quarter ended March 31, 2024 and June 30, 2024. If the Company is unable to obtain a waiver or if the Company is unable to comply with such covenants, the lenders have the right to accelerate the maturity of the Term Loan. Because of this, the entire debt is classified as current instead of long-term debt. 19 At June 30, 2024, the future debt maturities are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For Year Ended December 31, 2024 - 2025 938 2026 80,419 Total 81,357 Less: Estimated interest paid-in-kind ( 921 ) Total debt 80,436 Less: Unamortized debt issuance costs ( 58,533 ) Total carrying amount 21,903 Less: Current portion of debt ( 21,903 ) Total long-term debt $ - Note 7 - ASSET PURCHASE AGREEMENT Thomason Jones Company, LLC In April 2022, the Company entered into an Asset Purchase Agreement with William Thomason, Richard Jones, and Thomason Jones Company, LLC whereby the Company acquired inventory and intellectual property assets for a price not to exceed $ 700 cash plus contingent payments of $ 1,000 each to William Thomason and Richard Jones (the “Earn Out”). The transaction was determined to be a business combination under the guidance in FASB ASC 805: Business Combinations. The Company followed the guidance under ASC 805-10-55 and determined the contingent consideration to be separate from the business combination and the earn out to be recognized as contingent compensation to Mr. Thomason and Mr. Jones as the contingency became probable of being met. The Company concluded the purchase price to be $ 444 and was allocated in its entirety to inventory. Pursuant to the terms of the agreement dated April 2022, Dragonfly Energy Corp. agreed to a contingent compensation arrangement with Mr. Thomason and Mr. Jones. According to this agreement, if Dragonfly Energy Corp. realizes $ 3,000 in gross sales from products sold under the Wakespeed brand or which incorporate any portion of the Purchased Intellectual Property (IP) within twenty-four months of the acquisition, the Company is obligated to pay each of Thomason and Jones $ 1,000 . The Company may satisfy this obligation in cash or by issuing common stock at its discretion. The Company has determined that this arrangement constitutes compensation for post-acquisition services. Consequently, the Company has recognized this contingent consideration as a compensation expense, measured at its fair value at the acquisition date. The fair value was determined using a probability weighted expected outcome approach, considering the likelihood of reaching the gross sales target. As of December 31, 2023, the Company has recognized $ 2,000 of compensation expense in connection with this arrangement. During the period January 1, 2024 through the quarter ended June 30, 2024, no compensation expense has been recognized. This expense is reflected in the statement of operations under Sales and marketing expense. The total amount was recognized as compensation expense as of December 31, 2023, since it was deemed earned and no further service performance was required. Note 8 - RELATED PARTY On October 25, 2022, the Company entered into a separation and release of claims agreement with its Chief Operating Officer (“COO”). As consideration for the COO’s execution of the agreement, the Company agreed to pay the employee a lump sum payment of $ 100 which is included in general and administrative expenses in the statements of operations, payments equivalent to $ 1,000 divided into 24 monthly payments commencing on December 1, 2022, and all outstanding equity-based compensation awards to become fully vested and exercisable. The COO shall have 12 months from the termination date to exercise outstanding options. The twelve (12) month period ended on November 7, 2023 in which the COO exercised 100,000 options and 76,316 options expired. 20 In February 2023, the Company entered into an agreement with its former COO in which the COO waived their rights to a transaction bonus resulting from the merger transaction in lieu of a Company van. The Company accounted for the cost of the van as an employee bonus, resulting in $ 116 of general and administrative expense for the prior year. On March 5, 2023, the Company entered into a convertible promissory note (the “Note”) with a board member in the amount of $ 1,000 , or the Principal Amount. Upon execution of the Note and funding of the original principal sum, a payment of $ 100 (the “Loan Fee”) was fully earned as of the date of the Note and was due and payable in full in cash on April 4, 2023. The Company paid the Principal Amount and the Loan Fee on April 1, 2023 and April 4, 2023, respectively. On April 26, 2023, the Company entered into a separation and release of claims agreement with its former Chief Legal Officer (“CLO”). As consideration for the CLO’s execution of the agreement, the Company agreed to pay the employee payments equivalent to $ 720 divided into 24 monthly payments commencing on June 1, 2023, and all outstanding equity based compensation awards to become fully vested and exercisable at an expense of $ 76 . The CLO shall have 3 months from the termination date to exercise outstanding options. The three (3) month period ended on July 26, 2023 in which the options were not exercised and the options were forfeited as a result. On January 26, 2024, the Company entered into a convertible promissory note (the “January Note”) with a board member in the amount of $ 1,000 , or the January Principal Amount. Upon execution of the January Note and funding of the original principal sum, a payment of $ 50 (the “January Loan Fee”) was fully earned as of the date of the January Note and was due and payable in full in cash on February 2, 2024. The Company paid the January Principal Amount and the January Loan Fee on February 1, 2024. On February 27, 2024 the Company entered into a convertible promissory note (the “February Note”) with a board member in the amount of $ 1,700 , or the February Principal Amount. Upon execution of the February Note and funding of the original principal sum, a payment of $ 85 (the “February Loan Fee”) was fully earned as of the date of the February Note and was due and payable in full in cash on March 1, 2024. The Company paid the February Principal Amount and the February Loan Fee on March 1, 2024. Effective April 12, 2024, the Company entered into amendments to the employment agreements with its Chief Executive Officer, its Chief Revenue Officer and its Chief Marketing Officer to amend the terms of their annual equity compensation (the “Amended Employee Agreements”). The Amended Employee Agreements allow the Company to issue a combination of cash and equity awards on an annual basis up to a specified amount ($ 1,532 for the Chief Executive Officer, $ 490 for the Chief Revenue Officer and $ 236 for the Chief Marketing Officer), subject to approval and such other terms and conditions imposed by the compensation committee of the board of directors. Note 9 - WARRANTS Common Stock Warrants classified as Equity Public Warrants The Company’s Public Warrants are classified as equity as of June 30, 2024 and June 30, 2023 there were 9,422,529 Public Warrants issued and outstanding. During the six months ended June 30, 2024, no public warrants were exercised. 21 Common Stock Warrants classified as Liability Private Placement Warrants On October 7, 2022, in connection with the merger, the Company assumed the outstanding private placement warrants of CNTQ. There were no Private Placement Warrants outstanding prior to the merger. The Private Placement Warrants (the “Private Warrants”) may not be redeemed by the Company so long as the Private Placement Warrants are held by the initial purchasers, or such purchasers’ permitted transferees. The Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holders’ option and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreement). The Private Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) for a period of one hundred eighty (180) days following the effective date of the Registration Statement to anyone other than any member participating in the Public Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. During the year ended December 31, 2023, private placement warrant holders exercised 3,126,472 warrants on a cashless basis, with the Company agreeing to issue 1,100,000 shares of Common Stock in connection with such exercise. There were 1,501,386 private warrants outstanding as of June 30, 2024 and December 31, 2023, respectively. The Company accounts for the Private Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the private warrants do not meet the criteria for equity treatment thereunder, each private warrant must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. The private placement warrants are classified as Level 2 as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially similar terms as the Public Warrants (with the exception of a different remaining life). The Company determined, through use of a Binomial Lattice model, that the fair value of each Private Placement Warrant less a discount for the difference in remaining life is equivalent to that of each Public Warrant. Term Loan Warrants In connection with the entry into the Term Loan Agreement on October 7, 2022, and as a required term and condition thereof, the Company issued (i) the penny warrants to the Term Loan Lenders exercisable to purchase an aggregate of 2,593,056 shares of Common Stock (the “Original Penny Warrants”) and (ii) the $10 warrants to issue warrants to the Term Loan Lenders exercisable to purchase an aggregate of 1,600,000 shares of Common Stock at $ 10 per share (the “$10 Warrants” and, together with the Original Penny Warrants, the “Term Loan Warrants”). The $10 Warrants were exercised on a cashless basis on October 10, 2022, with the Company issuing 457,142 shares of Common Stock in connection with such exercise. During the year ended December 31, 2023, Original Penny Warrant holders exercised 2,000,000 warrants on a cashless basis, with the Company agreeing to issue 1,996,323 shares of Common Stock in connection with such exercise. During the year ended December 31, 2023 the Company issued additional Original Penny Warrants to purchase 4,783 shares of Common Stock to the Term Loan Lenders in accordance with the anti-dilution provisions of the penny warrants with respect to certain sales made by the Company under the ChEF Equity Facility. In addition, pursuant to the Company’s limited waiver agreement on December 29, 2023 between the Company and the lenders and lending agent, the Company agreed to issue to the lenders additional penny warrants exercisable to purchase an aggregate 1,286,671 shares of its Common Stock. On May 13, 2024, the Company received a waiver from its Administrative Agent and Term Loan Lenders (the “May 2024 Waiver”) in regards to its compliance with the to satisfy the Senior Leverage Ratio and Fixed Charge Coverage Ratio tests (the “Tests”) as of the last day of the quarter ended June 30, 2024 from the Term Loan Lenders in regards to its compliance with the Tests as of the last day of the quarter ended June 30, 2024. The May 2024 Waiver provided for a one-time issuance of penny warrants (the “May 2024 Penny Warrants”) to purchase up to 2,550,000 shares of the Company’s common stock, par value $ 0.0001 per share (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 June 30, 2024. The May 2024 Penny Warrants were immediately exercisable upon issuance and will expire ten years from the date of issuance. 22 On June 28, 2024, the Company entered into a limited waiver and first amendment (the “Amendment”) to the Term Loan with the lenders in regards to its compliance with the for the quarter ended June 30, 2024 and certain amendments to the Term Loan. The Amendment provided for a one-time issuance of penny warrants (the “June 2024 Penny Warrants”, collectively with the Original Penny Warrants, the May 2024 Penny Warrants and the June 2024 Penny Warrants, the “Penny Warrants”) to purchase up to 2,100,000 shares of the Company’s common stock, par value $ 0.0001 per share (the “June 2024 Penny Warrant Shares”), at an exercise price of $ 0.01 per share, in connection with the lenders’ agreement to waive the Tests under the Term Loan for the quarter ended June 30, 2024 and to amend the Term Loan. The June 2024 Penny Warrants are immediately exercisable upon issuance and will expire ten years from the date of issuance. The May 2024 Penny Warrants and the June 2024 Penny Warrants were valued utilizing a Black-Scholes model with the following assumptions: SCHEDULE OF PENNY WARRANTS May 2024 Penny Warrants June 2024 Penny Warrants Stock price $ 1.19 $ 0.85 Strike price $ 0.01 $ 0.01 Term 10 years 10 years Volatility 88 % 91 % Risk-free rate 4.5 % 4.4 % The Company concluded the Penny Warrants are not considered indexed to the Company’s Common Stock and to be accounted for as liabilities under ASC 815. As such, the estimated fair value is recognized as a liability each reporting period, with changes in the fair value recognized within income each period. There were no Term Loan Warrants outstanding prior to the merger. The following table provides the significant inputs to the Black-Scholes method for the fair value of the Penny Warrants: SCHEDULE FAIR VALUE WARRANTS As of June 30, 2024 As of December 31, 2023 Common stock price $ 0.85 $ 0.54 Exercise price 0.01 0.01 Dividend yield 0 % 0 % Term 8.27 10 Volatility 91.00 % 96.00 % Risk-free rate 4.30 % 3.90 % Fair value $ 0.84 $ 0.54 The following table provides the significant inputs to the Black-Scholes method for the fair value of the Investor Warrants issued in the June 2023 Offering: As of June 30, 2024 As of December 31, 2023 Common stock price $ 0.85 $ 0.54 Exercise price $ 2.00 $ 2.00 Dividend yield 0 % 0 % Term 3.98 4.48 Volatility 103.00 % 106.00 % Risk-free rate 4.40 % 3.90 % Fair value $ 0.49 $ 0.31 23 The following table presents a roll-forward of the Company’s warrants from January 1, 2024 to June 30, 2024: SCHEDULE OF ROLL FORWARD IN WARRANTS Term Loan Warrants (including Penny Warrants): Common Stock Warrants Warrants Outstanding, January 1, 2024 1,884,510 Exercise of warrants - Warrants issued 4,657,675 Warrants Outstanding, June 30, 2024 6,542,185 Investor Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2024 11,131,900 Warrants Outstanding, Beginning 11,131,900 Issuance of warrants - Exercise of warrants - Warrants outstanding, June 30, 2024 11,131,900 Warrants outstanding, Ending 11,131,900 Note 10 - COMMON STOCK No dividends on common stock had been declared by the Company. For the six months ended June 30, 2024 and 2023, the Company had reserved shares of common stock for issuance as follows: SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE June 30, 2024 June 30, 2023 Options issued and outstanding 1,908,821 3,443,099 Common stock outstanding 61,367,633 58,504,541 Warrants outstanding 29,168,251 23,492,221 Earnout shares 25,000,000 40,000,000 Shares available for future issuance 8,957,130 4,434,916 Total 126,401,835 129,874,777 ChEF Equity Facility On October 7, 2022, the Company and Chardan Capital Markets LLC, a New York limited liability company (“CCM LLC”) entered into a purchase agreement (the “Original Purchase Agreement”) and a Registration Rights Agreement in connection with the merger. Pursuant to the Original Purchase Agreement, the Company has the right to sell to CCM LLC an amount of shares of Common Stock, up to a maximum aggregate purchase price of $ 150 million, pursuant to the terms of the Purchase Agreement (the “ChEF Equity Facility”). In addition, the Company appointed LifeSci Capital, LLC as “qualified independent underwriter” with respect to the transactions contemplated by the Purchase Agreement. On May 20, 2024, the Company entered into an amendment to the Original Purchase Agreement (the “A&R Purchase Agreement”, together with the Original Purchase Agreement, the “Purchase Agreement”) with CCM LLC to update the volume weighted average price purchase mechanics of the equity facility to permit Intraday VWAP Purchases (as defined in the A&R Purchase Agreement). Under the terms of the Purchase Agreement, the Company issued 98,500 shares pursuant to the Purchase Agreement with CCM LLC for aggregate net proceeds to the Company of $ 671 from the period January 1, 2023 through June 30, 2023. The Company issued 850,463 shares pursuant to the Purchase Agreement with CCM LLC for aggregate proceeds to the Company of $ 737 from the period January 1, 2024 through June 30, 2024. Note 11 - STOCK-BASED COMPENSATION Share-based compensation expense for options and RSUs totaling $ 503 and $ 5,441 was recognized in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023, respectively. Share-based compensation expense for options and RSUs totaling $ 237 and $ 954 was recognized in the Company’s consolidated statements of operations for the three months ended June 30, 2024 and 2023, respectively. 24 Of the $ 503 of share-based compensation incurred during the six months ended June 30, 2024, $ 60 is allocated to cost of goods sold, $ 101 to research and development, $ 127 to selling and marketing, and $ 215 to general and administrative expenses. Of the $ 5,441 of share-based compensation incurred during the six months ended June 30, 2023, $ 75 is allocated to cost of goods sold, $ 49 to research and development, $ 971 to selling and marketing, and $ 4,346 to general and administrative expenses. Of the $ 237 of share-based compensation incurred during the three months ended June 30, 2024, $ 28 is allocated to cost of goods sold, $ 36 to research and development, $ 67 to selling and marketing, and $ 106 to general and administrative expenses. Of the $ 954 of share-based compensation incurred during the three months ended June 30, 2023, $ 39 is allocated to cost of goods sold, $ 20 to research and development, $ 115 to selling and marketing, and $ 780 to general and administrative expenses. The Company maintains an Employee Stock Purchase Plan (“ESPP”) which is designed to allow eligible employees and the eligible employees of the Company’s participating subsidiaries to purchase shares of the Company’s common stock, at semi-annual intervals, with their accumulated payroll deductions. A total of 2,464,400 shares of the Company’s common stock were initially available for issuance under the ESPP. The share limit will automatically increase on the first trading day in January of each year by an amount equal to lesser of (1) 1 % of the total number of outstanding shares of the Company’s common stock on December 31 in the prior year, (2) 1,500,000 shares, or (3) such number as determined by the Company’s board of directors. A summary of the Company’s option activity and related information follows: SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION Number of Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in years) Aggregate intrinsic value Balances, January 1, 2024 2,364,787 $ 2.69 $ 1.57 7.60 $ 60 Options granted - - - - - Options forfeited ( 218,488 ) 2.94 1.62 - - Options expired ( 228,726 ) 2.88 1.68 - 1 Options exercised ( 8,752 ) 0.35 0.52 - 3 Balances, June 30, 2024 1,908,821 2.64 1.55 6.63 182 At June 30, 2024 Vested and Exercisable - $ 1,536,895 2.45 6.38 $ 179 Vested and expected to vest - $ 1,908,821 2.64 6.63 $ 182 During the six months ended June 30, 2024, the Company issued 8,752 shares as a result of exercised stock options upon the receipt of proceeds of approximately $ 3 . Restricted Stock Units On February 10, 2023, the Company granted 461,998 restricted stock units under the 2022 plan which vest immediately. The fair value of the restricted stock units on the date of grant was $ 3,464 and was recorded as compensation expense during the six months ended June 30, 2023. 25 On February 5, 2024, the Company granted 220,000 restricted stock units of which 100,000 vested immediately. The fair value of the 220,000 restricted stock units was $ 95 and an expense of $ 48 was recorded as compensation expense during the six months ended June 30, 2024. On April 17, 2024, the Company issued 3,428 shares in exchange for 4,875 vested RSU’s less shares deducted to cover taxes. On May 22, 2024, the Company issued 375 shares in exchange for 375 vested RSU’s. On April 12, 2024, the Company issued a total of 836,295 RSUs to the following employees: (i) 567,407 RSUs to the Chief Executive Officer; (ii) 181,481 RSUs to the Chief Revenue Officer; and (iii) 87,407 RSUs to the Chief Marketing Officer. Each of the RSUs granted will vest in three equal annual installments, with the first vesting date on the one (1) year anniversary of the date of issuance and the following two vesting dates on each subsequent anniversary of the date of issuance, subject to each employees’ continued employment as of each vesting date. On June 24, 2024, the Company granted 21,750 restricted stock units. The fair value of the 2,191,377 restricted stock units was $ 995 and an expense of $ 71 was recorded as compensation expense during the six months ended June 30, 2024. In addition to the RSU awards, the Board also approved the following cash awards to the above referenced employees: (i) $ 511 to the Chief Executive Officer; (ii) $ 163 to the Chief Revenue Officer; and (iii) $ 79 to the Chief Marketing Officer. Each of the approved cash awards will not be paid out to the employees until the Company has achieved a minimum cash balance of $ 30,000 , and are subject to each employee’s continued employment on the date of payment. On April 12, 2024, the board of directors authorized the issuance of 222,222 RSUs to each director in connection with their service as directors for the year ended December 31, 2023. The RSUs will vest in three equal annual installments, with the first vesting date on the one (1) year anniversary date of their issuance, subject to the directors continued service on with the Company on each vesting date. The following table presents the restricted stock units activity for the six months ended June 30, 2024: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Shares Weighted-Average Fair Market Value Unvested shares, January 1, 2024 47,000 $ 2.69 Granted and unvested 2,411,377 0.45 Forfeited ( 10,000 ) 2.87 Vested ( 106,000 ) 0.65 Unvested shares, June 30, 2024 2,342,377 $ 0.48 As of June 30, 2024, there were 8,957,130 shares of unissued authorized and available for future awards under the 2022 Equity Incentive Plan and Employee Stock Purchase Plan. Employee Stock Purchase Plan The Company maintains the Dragonfly Energy Corporation, Inc. Employee Stock Purchase Plan which permits eligible employees to purchase shares at not less than 85% of the market value of the Company’s common stock on the offering date or the purchase date of the applicable offering period, whichever is lower. The plan was adopted by the Company’s Board of Directors on May 13, 2022. On April 24, 2024, the Company issued 244,774 common shares in connection with its Employee Stock Purchase Plan for a total consideration of approximately $ 112 . The ESPP allows employees to purchase shares at a 15 % discount to the lesser of the stock price at the beginning or the end of the offering period, which was October 1, 2023, and April 1, 2024, respectively. The discount resulted in an exercise price of $ 0.46 per share. During the three and six months ended June 30, 2024, the Company did not recognize any compensation expense. 26 Note 12 - SUPPLIER AGREEMENT On May 9, 2023, Ioneer Rhyolite Ridge LLC, or the seller, an emerging lithium-boron producer, and the Company announced a commercial offtake agreement partnership whereby the seller is developing the Rhyolite Ridge Project which, once completed, is expected to produce 20 ktpa of lithium carbonate, and 174 ktpa of boic acid (the “project”). Beginning on the Supply Start Date which is the date the seller notifies the Company that the project is fully completed and commissioned in accordance with the engineering, procurement and construction contract, and for the duration of the supply period, the Company shall purchase and receive product from seller, on the terms and conditions of the agreement. The agreement calls for a minimum annual purchase requirement. The agreement becomes effective when the seller has informed the Company that the seller has made a positive financial investment decision in respect of the project. Note 13 - REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has revised the previously issued financial statements for the quarter ended June 30, 2023 for the underpayment of tariffs to U.S. Customs and Border Protection (“CBP”) related to the improper classification and valuation of certain of the products used in its batteries. The Company has reported the underpayment to CBP. The underpayment of tariffs was primarily the result of utilizing an improper tariff rate. The additional amount of the tariffs was allocated between inventory and cost of goods sold based on the status of imported items (i.e. included in the inventories held vs included in the inventories already sold to customers). In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to any prior annual or interim financial statements. Notwithstanding this conclusion, management has revised the accompanying condensed consolidated financial statements for the quarter ended June 30, 2023 and related notes included herein to correct this error for the financial statements for the quarter ended June 30, 2023 presented. The following tables present the effect of correcting this error on the Company’s previously issued financial statements. SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Consolidated Statements of Operations As previously reported Adjustment As revised For the three months ended June 30, 2023 Consolidated Statements of Operations As previously reported Adjustment As revised Cost of Goods Sold 15,176 174 15,350 Gross Profit 4,098 ( 174 ) 3,924 Loss From Operations ( 8,391 ) ( 174 ) ( 8,565 ) Interest Expense ( 4,113 ) ( 25 ) ( 4,138 ) Loss Before Taxes ( 11,700 ) ( 199 ) ( 11,899 ) Net Loss ( 11,700 ) ( 199 ) ( 11,899 ) Net Loss per share – Basic & Diluted ( 0.25 ) ( 0.0 ) ( 0.25 ) Consolidated Statements of Operations As previously reported Adjustment As revised For the six months ended June 30, 2023 Consolidated Statements of Operations As previously reported Adjustment As revised Cost of Goods Sold 29,224 250 29,474 Gross Profit 8,841 ( 250 ) 8,591 Loss From Operations ( 18,207 ) ( 250 ) ( 18,457 ) Interest Expense ( 7,928 ) ( 66 ) ( 7,994 ) Income Before Taxes ( 6,808 ) ( 316 ) ( 7,124 ) Net Loss ( 6,808 ) ( 316 ) ( 7,124 ) Net Loss per share – Basic & Diluted ( 0.15 ) ( 0.0 ) ( 0.15 ) 27 Consolidated Statements of Cash Flows As previously reported Adjustment As revised For the Period Ended June 30, 2023 Consolidated Statements of Cash Flows As previously reported Adjustment As revised Net Income ( 6,808 ) ( 316 ) ( 7,124 ) Change in Accrued Tariffs - 316 316 Consolidated Statements of Stockholders’ Equity As previously reported Adjustment As revised For the Period Ended June 30, 2023 Consolidated Statements of Shareholder’s Equity As previously reported Adjustment As revised Accumulated Deficit - January 1, 2023 ( 27,133 ) ( 589 ) ( 27,722 ) Net Income 4,892 ( 117 ) 4,775 Accumulated Deficit - March 31, 2023 ( 22,241 ) ( 706 ) ( 22,947 ) Accumulated Deficit, balance ( 22,241 ) ( 706 ) ( 22,947 ) Net Loss ( 11,700 ) ( 199 ) ( 11,899 ) Net Income (Loss) ( 11,700 ) ( 199 ) ( 11,899 ) Accumulated Deficit - June 30, 2023 ( 33,941 ) ( 905 ) ( 34,846 ) Accumulated Deficit, balance ( 33,941 ) ( 905 ) ( 34,846 ) Note 14 - SUBSEQUENT EVENTS On July 29, 2024, Battle Born Battery Products, LLC, a Delaware limited liability company (“Battle Born LLC”), was formed as a wholly-owned subsidiary of Legacy Dragonfly. On July 29, 2024, the Company and Battle Born LLC entered into a License Agreement with Stryten Energy LLC. Pursuant to the License Agreement, Battle Born LLC granted Stryten an exclusive, worldwide license to use certain trademarks relating to the Company’s lithium-ion battery brand, Battle Born Batteries® (the “Licensed Trademarks”) for business-to-business sales of batteries to customers within certain markets as set forth in the License Agreement. In exchange for the licensing rights, Stryten agreed to pay Battle Born LLC an initial licensing fee of $ 5.0 million dollars (the “Initial Licensing Fee”). The License Agreement provides for mid-single digit royalty payments based on net sales using the Licensed Trademarks, with a tiered structure reaching up to $ 25.0 million dollars, at which point Stryten will be required to pay a nominal annual license fee. The License Agreement is perpetual in term, unless terminated by the parties as set forth in the License Agreement. Prior to and in connection with the License Agreement, on July 29, 2024, pursuant to a trademark transfer and license back agreement, DFE transferred all of its intellectual property rights in the Licensed Trademarks to Battle Born LLC and DFE licensed back from Battle Born LLC all rights in and to the Licensed Trademarks worldwide outside of the Stryten Market. In connection with the License Agreement, on July 29, 2024, the Company, Legacy Dragonfly and Battle Born LLC entered into a Limited Waiver, Consent and Second Amendment to Term Loan Agreement (the “Second Amendment”) with the Term Loan Lenders, and Alter Domus (US) LLC, as the agent to the Term Loan Lenders, in which the Term Loan Lenders (i) consented to the transactions contemplated by the License Agreement and the Trademark Transfer Agreement and (ii) agreed to waive the mandatory prepayment under the Loan Agreement that would have been due to the Term Loan Lenders under the Loan Agreement upon Battle Born LLC’s receipt of the Initial Licensing Fee. In connection with the Second Amendment, Battle Born LLC entered into a Joinder Agreement with the Term Loan Lenders (the “Joinder”) whereby Battle Born LLC became a guarantor and credit party to the Loan Agreement. On July 31, 2024, the Company received a waiver from its Administrative Agent and Term Loan Lenders (the “July 2024 Waiver”) in regards to its compliance with the Liquidity test as of the last day of the fiscal month ended July 31, 2024 from the Term Loan Lenders in regards to its compliance with the Liquidity test as of the last day of the fiscal month ended July 31, 2024. 28