Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 30, 2026, Dragonfly Energy Holdings Corp. (the "Company") entered into an Equity Distribution Agreement (the "Agreement") with Canaccord Genuity LLC (the "Lead Agent"), as representative of the several sales agents identified on Schedule 1 thereto (together with the Lead Agent, the "Agents"), pursuant to which the Company may offer and sell, from time to time, through the Lead Agent, up to $50.0 million of shares (the "Shares") of its common stock, par value $0.0001 per share (the "Common Stock").

The Company is not obligated to sell any Shares under the Agreement. Subject to the terms and conditions of the Agreement, the Lead Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market to sell Shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company's instructions in that notice, and the terms and conditions of the Agreement generally, the Lead Agent may sell Shares by any method permitted by law deemed to be an "at the market offering" as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Lead Agent's obligations to sell Shares under the Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Company will pay the Agents a commission of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Agents with customary indemnification and contribution rights. The Company has also agreed to reimburse the Agents for certain specified expenses.

The Shares will be offered and sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-275559) filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on November 15, 2023, and declared effective by the SEC on November 24, 2023, and the accompanying base prospectus included therein, as supplemented by the prospectus supplement, dated January 30, 2026, filed with the SEC.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

A copy of the legal opinion and consent of Parsons, Behle & Latimer relating to the Shares being offered and sold pursuant to the Agreement is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.