Dragonfly Energy (DFLI) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 25, 2025, to address key proposals impacting capital structure and compliance with Nasdaq rules.

• Proposals include approval for significant issuances of common stock, amendment to increase authorized shares, and potential adjournment if votes are insufficient.

• Board unanimously recommends voting in favor of all proposals to support capital flexibility and ongoing operations.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of more than 20% of outstanding common stock underlying certain penny warrants, removing the Nasdaq Exchange Limit.

• Proposal 2: Approve issuance of more than 20% of outstanding common stock underlying Series A Convertible Preferred Stock, supporting a recent financing transaction.

• Proposal 3: Approve amendment to increase authorized common stock from 250,000,000 to 400,000,000 shares.

• Proposal 4: Approve adjournment of the meeting if necessary to solicit additional proxies for Proposals 1, 2, and 3.

• Board and key shareholders have entered into support agreements to vote in favor of Proposals 1 and 2.

Board of directors and corporate governance

• Board is soliciting proxies and recommends voting for all proposals.

• Denis Phares serves as President, CEO, Interim CFO, and Chairman, holding significant voting power through support agreements.

• Board has retained Alliance Advisors LLC for proxy solicitation, with anticipated fees of $12,000.