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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from: _________________ to ___________________

 

Commission File Number: 001-40730

 

DRAGONFLY ENERGY HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   85-1873463
(State or other jurisdiction of
incorporation or organization)
 

(IRS Employer

Identification No.)

 

1190 Trademark Drive #108

Reno, Nevada

  89521
(Address of principal executive offices)   (Zip Code)

 

(775) 622-3448

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   DFLI   The Nasdaq Capital Market
Redeemable Warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment   DFLIW   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer Smaller reporting company
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of August 13, 2024, there were 62,591,171 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

 

 

 

   
 

 

DRAGONFLY ENERGY HOLDINGS CORP.

TABLE OF CONTENTS

 

    Page No.
PART I. FINANCIAL INFORMATION  
Item 1. Financial Statements (Unaudited) 3
  Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 3
  Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 4
  Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023 5
  Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 6
  Notes to Condensed Consolidated Financial Statements 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29
Item 3. Quantitative and Qualitative Disclosures about Market Risk 47
Item 4. Controls and Procedures 47
PART II. OTHER INFORMATION  
Item 1. Legal Proceedings 48
Item 1A. Risk Factors 48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48
Item 3. Defaults Upon Senior Securities 48
Item 4. Mine Safety Disclosures 48
Item 5. Other Information 48
Item 6. Exhibits 48
Signatures   50

 

2
 

 

PART I - FINANCIAL INFORMATION

 

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 
Net 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 

 

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 

            
   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 
           
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   $- 
           
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:

 

   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:

 

   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:

 

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 
Issuance of warrants   - 
Exercise of warrants   - 
Warrants outstanding, June 30, 2024   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:

 

    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:

 

   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:

 

   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.

 

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)
Net Loss   (11,700)   (199)   (11,899)
Accumulated Deficit - June 30, 2023   (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
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

References in this report (the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to Dragonfly Energy Holdings Corp., a Nevada corporation. References to “Legacy Dragonfly” refer to Dragonfly Energy Corp., a Nevada corporation, one of our wholly-owned subsidiaries. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

As a result of the completion of the Business Combination (as defined herein), the financial statements of Legacy Dragonfly are now the financial statements of us. Prior to the Business Combination, we had no operating assets but, upon consummation of the Business Combination, the business and operating assets of Legacy Dragonfly acquired by us became our sole business and operating assets. Accordingly, the financial statements of Legacy Dragonfly and their respective subsidiaries as they existed prior to the Business Combination and reflecting the sole business and operating assets of the Company going forward, are now the financial statements of us.

 

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and the other financial information included elsewhere in this Quarterly Report and with our audited consolidated financial statements (and notes thereto) for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024, as amended April 29, 2024 (the “Annual Report”), particularly those under “Risk Factors.” This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report. We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.

 

Cautionary Note Regarding Forward Looking-Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.

 

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:

 

our ability to successfully increase market penetration into target markets;
   
the addressable markets that we intend to target do not grow as expected;
   
the potential for events or circumstances that result in our failure to timely achieve the anticipated benefits of our customer arrangements with THOR Industries and its affiliate brands (including Keystone RV Company (“Keystone”)), including Keystone’s decision in July 2023, that, due to weaker demand for its products and their subsequent focus on reducing costs, it would no longer install our storage solutions as standard equipment, but rather return to offering those solutions as an option to dealers and consumers;
   
our ability to generate revenue from future product sales and our ability to achieve and maintain profitability;
   
the loss of any members of our senior management team or other key personnel;
   
the loss of any relationships with key suppliers, including suppliers in China;
   
the loss of any relationships with key customers;
   
our ability to protect our patents and other intellectual property;

 

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the failure to successfully optimize solid-state cells or to produce commercially viable solid-state cells in a timely manner or at all, or to scale to mass production;
   
the failure to timely achieve the anticipated benefits of our recent licensing arrangement with Stryten Energy LLC;
   
the failure to produce lithium battery cells in the United States in a timely manner or at all, or to scale to mass production;
   
changes in applicable laws or regulations, including changes in the rates of tariffs or any adjustments to the amounts payable by us to customs as a result of improperly identifying the applicable tariff rate payable on our products;
   
our ability to maintain the listing of our common stock and our public warrants on the Nasdaq Capital Market;
   
the possibility that we may be adversely affected by other economic, business and/or competitive factors (including an economic slowdown or inflationary pressures);
   
our ability to sell the desired amounts of shares of common stock at desired prices under our equity facility;
   
our ability to raise additional capital to fund our operations;
   
our ability to generate revenue from future product sales and our ability to achieve and maintain profitability;
   
the accuracy of our projections and estimates regarding our expenses, capital requirements, cash utilization, and need for additional financing;
   
developments relating to our competitors and our industry;
   
our ability to engage target customers and successfully retain these customers for future orders;
   
the reliance on two suppliers for our lithium iron phosphate cells and a single supplier for the manufacture of our battery management system;
   
the potential impact of geopolitical events, including the Russia-Ukraine conflict and Hamas’ attack on Israel, and their effects on our operations; and
   
our current dependence on a single manufacturing facility.

 

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in such forward-looking statements. Please see “Part I-Item 1A-Risk Factors” of our Annual Report, for additional risks which could adversely impact our business and financial performance.

 

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Quarterly Report or the date of the document incorporated by reference into this report. We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections in good faith and believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.

 

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Overview

 

Our Business

 

We are a manufacturer of non-toxic deep cycle lithium-ion batteries that are designed to displace lead acid batteries in a number of different storage applications and end markets including recreational vehicle (“RV”), marine vessel, and solar, oil and gas and off-grid industries, with disruptive solid-state cell technology currently under development.

 

Since 2020, we have sold over 310,000 batteries. For the quarters ended June 30, 2024, and June 30, 2023, we sold 11,526 and 20,966 batteries, respectively, and had $13.2 million and $19.3 million in net sales, respectively. For the six months ended June 30, 2024 and June 30, 2023, we sold 22,624 and 41,297 batteries, respectively, and had $25.7 million and $38.1 million in net sales, respectively. We currently offer a line of batteries across our “Battle Born” and “Dragonfly” brands, each differentiated by size, power and capacity, consisting of seven different models, four of which come with a heated option. We primarily sell “Battle Born” branded batteries directly to consumers (“DTC”) and “Dragonfly” branded batteries to original equipment manufacturers (“OEMs”).

 

Our decrease in sales is a reflection of weaker demand from both OEM and DTC customers in our core RV and marine markets due to rising interest rates and inflation. Our RV OEM customers currently include Keystone, THOR, Airstream, and REV, and we are in ongoing discussions with a number of additional RV OEMs to further increase adoption of our products. Related efforts include seeking to have RV OEMs “design in” our batteries as original equipment and entering into arrangements with members of the various OEM dealer networks to stock.

 

We currently source the lithium iron phosphate (“LFP”) cells incorporated into our batteries from a limited number of carefully selected suppliers that can meet our demanding quality standards and with whom we have developed long-term relationships.

 

In May 2024, we announced that we achieved full certification for our energy storage products to be deployed for use in oil & gas operations in North America. As a result of this certification, we are working Connexa Energy Company (“Connexa”) to deliver a power product to Alegacy Equipment, a market leading natural gas compressor package company, and their affiliate Agnes Systems. The power system, which Connexa expects to integrate, are expected to be used in natural gas compression equipment to reduce methane emissions across the oilfield. We expect the first of these systems to be deployed in the third quarter of 2024 and this business line to begin contributing to net sales by the fourth quarter of 2024.

 

To supplement our battery offerings, we are also a reseller of accessories for battery systems. These include chargers, inverters, monitors, controllers and other system accessories from brands such as Victron Energy, Progressive Dynamics, Magnum Energy and Sterling Power. Pursuant to the Asset Purchase Agreement dated April 22, 2022 by and among us and Thomason Jones Company, LLC (“Thomason Jones”) and the other parties thereto, we also acquired the assets, including the Wakespeed Offshore brand (“Wakespeed”) of Thomason Jones, allowing us to include our own alternator regulator in systems that we sell.

 

In addition, we have successfully developed innovative manufacturing processes for dry-electrode manufacturing of lithium-ion cells, and continue development efforts relating to next-generation solid-state technology. Since our inception, we have built a comprehensive patent portfolio around our proprietary dry-electrode battery manufacturing process, which eliminates the use of harmful solvents and energy-intensive drying ovens compared to traditional methods. This translates to significant environmental and cost benefits, including reduced energy consumption, smaller space requirements, and a lower carbon footprint.

 

Moreover, our solid-state technology in development removes the need for a liquid electrolyte, thereby addressing safety concerns related to flammability. Our unique competitive edge lies in the combination of solid-state technology with its scalable dry-electrode manufacturing process. This enables the rapid production of cells having an intercalation anode (like graphite or silicon), unlike many competitors reliant on less stable lithium metal anodes. We believe this design offers superior cyclability and safety, serving as a key differentiator in the energy storage market. Furthermore, internal production of both conventional and solid-state cells streamlines our supply chain and enables vertical integration, ultimately driving down production costs. In October 2023, we announced the successful dry deposition of anode and cathode electrodes at scale using our patented battery manufacturing process. We are currently producing sample cells for prospective customers across a variety of chemistries and end-markets and expect to begin scaling production during 2025.

 

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As of June 30, 2024, we had cash totaling $4.7 million. Our net loss for the quarter ended June 30, 2024 was $13.6 million and our net loss for the quarter ended June 30, 2023 was $11.9 million. As a result of becoming a publicly traded company, we continue to need to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We have incurred and expect to continue to incur additional expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees. As discussed under “Liquidity and Capital Resources” below, we expect that we will need to raise additional funds, including through the use of our $150 million equity facility (the “ChEF Equity Facility”) with Chardan Capital Markets LLC (“CCM LLC”) and the issuance of equity, equity-related or debt securities or by obtaining additional credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs, such as research and development relating to our solid-state batteries, expansion of our facilities, and new strategic investments. If such financings are not available, or if the terms of such financings are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, including not seeking potential acquisition opportunities, eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business, operating results, financial condition and prospects.

 

ChEF Equity Facility

 

On October 7, 2022, we entered into a purchase agreement with CCM LLC in connection with the ChEF Equity Facility, which was subsequently amended on May 20, 2024 (as amended, the “Purchase Agreement”). We intend to opportunistically use the ChEF Equity Facility to help maintain minimum cash balances required by the lenders as we continue to execute on growing the business through product releases, customer/market expansion, and R&D milestones. We expect to use the ChEF Equity Facility as a regular source of funds over the next twelve months and our available share balance increases, allowing for more consistent purchases under the ChEF Equity Facility. Use of the ChEF Equity Facility may adversely affect us, including the market price of our common stock and future issuances may be dilutive to existing stockholders.

 

June 2023 Offering

 

On June 20, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative of the several underwriters (the “Underwriters”), pursuant to which we sold to the Underwriters, in a firm commitment underwritten public offering (the “June 2023 Offering”), an aggregate of (i) 10,000,000 shares of our common stock, par value $0.0001, and (ii) accompanying warrants to purchase up to 10,000,000 shares of common stock (the “Investor Warrants”), at the combined public offering price of $2.00 per share and accompanying Investor Warrant, less underwriting discounts and commissions, and (iii) warrants to purchase up to an aggregate of 570,250 shares of common stock (the “Underwriters’ Warrants”). In addition, we granted the Underwriters a 45-day over-allotment option to purchase up to an additional 1,500,000 shares of common stock and/or Investor Warrants to purchase up to an aggregate of 1,500,000 shares of common stock at the public offering price per security, less underwriting discounts and commissions.

 

The Investor Warrants are exercisable for five years from the closing date of the Offering, have an exercise price of $2.00 per share and are immediately exercisable. In the event of certain fundamental transactions, holders of the Investor Warrants will have the right to receive the Black Scholes Value (as defined in the Investor Warrants) of their Investor Warrants calculated pursuant to the formula set forth in the Investor Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of common stock. The Underwriters’ Warrants are exercisable upon issuance and will expire on June 20, 2028. The initial exercise price of the Underwriters’ Warrants is $2.50 per share, which equals 125% of the per share public offering price in the Offering.

 

As part of the June 2023 Offering, the Underwriters partially exercised their over-allotment option in the amount of 1,405,000 shares of common stock and Investor Warrants to purchase 1,405,000 shares of common stock. The June 2023 Offering closed on June 22, 2023. The aggregate net proceeds from this offering, including the partial over-allotment option, was approximately $20.7 million.

 

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December 2023 Private Placement

 

On December 29, 2023, we received a waiver (the “December 2023 Waiver”) from the Term Loan Lenders (as defined below) in regards to our compliance with the fixed charge coverage ratio and maximum senior leverage ratio with respect to the minimum cash requirements (the “Tests”) under the Term Loan (as defined below) as of the last day of the quarter ended December 31, 2023. The December 2023 Waiver provided for a one-time issuance of penny warrants (the “December 2023 Penny Warrants”) to purchase up to 1,286,671 shares of our common stock, 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 December 31, 2023. The December 2023 Penny Warrants were immediately exercisable upon issuance and will expire ten years from the date of issuance.

 

May 2024 Private Placement

 

On May 13, 2024, we received a waiver (the “May 2024 Waiver”) from the Term Loan Lenders in regards to our compliance with 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 our common stock (the “May 2024 Penny Warrant Shares”), at an exercise price of $0.01 per share, in connection with the Term Loan Lender’s 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.

 

June 2024 Private Placement

 

On June 28, 2024, we received a limited waiver and first amendment (the “Amendment”) from the Term Loan Lenders in regards to our compliance with the Tests as of the last day of the quarter ended June 30, 2024. The Amendment provided for a one-time issuance of penny warrants (the “June 2024 Penny Warrants”) to purchase up to 2,100,000 shares of our common stock (the “June 2024 Penny Warrant Shares”), at an exercise price of $0.01 per share, in connection with the Term Loan Lender’s agreement to waive the Tests under the Term Loan for the quarter ended June 30, 2024. The June 2024 Penny Warrants were immediately exercisable upon issuance and will expire ten years from the date of issuance.

 

In addition, the 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 ending 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.

 

Recent Developments

 

Licensing Agreement with Stryten

 

On July 29, 2024, us, Legacy Dragonfly and Battle Born Battery Products, LLC (“Battle Born LLC”), a newly formed wholly-owned subsidiary of Legacy Dragonfly, entered into a License Agreement (the “License Agreement”) with Stryten Energy LLC (“Stryten”). Pursuant to the License Agreement, Battle Born LLC granted Stryten an exclusive, worldwide license to use certain trademarks relating to Legacy Dragonfly’s lithium-ion battery brand, Battle Born Batteries® (the “Licensed Trademarks”) for business-to-business sales of batteries to customers within the following markets: (i) automative, (ii) marine, (iii) powersports, (iv) lawn and garden, (v) golf cart, and (vi) military and defense (such industries, the “Stryten Market”). In exchange for the licensing rights, Stryten agreed to pay Battle Born LLC an initial licensing fee of five million dollars ($5,000,000) (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 twenty-five million dollars ($25,000,000), at which point Stryten will be required to pay a nominal annual license fee. Additional fees will apply for battery design and contract manufacturing services outside of the License Agreement.

 

The License Agreement is perpetual in term, unless terminated by: (i) Battle Born LLC if Stryten fails to pay the royalty payments required by the License Agreement and such royalty payments remain unpaid thirty (30) days after notice of such overdue payments (provided that Battle Born LLC uses reasonable efforts to discuss such overdue payments with Stryten), or (ii) either party (x) if the other party materially breaches the License Agreement and fails to cure such material breach within thirty (30) days of notice of such breach, (y) upon the occurrence of certain bankruptcy-related events, or (z) under certain circumstances, if the aggregate royalty payments received by Battle Born LLC under the License Agreement are less than fifteen million dollars ($15,000,000) after five (5) years.

 

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Second Amendment to our Term Loan

 

In connection with the License Agreement, on July 29, 2024, us, Legacy Dragonfly and Battle Born LLC entered into a Limited Waiver, Consent and Second Amendment to the Term Loan, Guarantee and Security Agreement (the “Second Amendment”) with the Term Loan Lenders (defined below) under our Original Term Loan (defined below).

 

Pursuant to the Second Amendment, 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 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.

 

July 2024 Waiver

 

On July 31, 2024, we received a waiver (the “July 2024 Waiver”) from the Term Loan Lenders in regards to our compliance with the liquidity tests as of the last day of the fiscal month ended July 31, 2024.

 

Trucking Market Milestones

 

We have made significant progress in developing our distribution channels. Our batteries have now received approval for installation at Daimler Truck CTS, Rush Enterprises CVS, and Fontaine Modification, all of which are PDI or modification and upfit centers. This development ensures the ready availability of batteries for shipment on new trucks and allows for their inclusion in the tractor’s purchase price.

 

On August 12, 2024, we announced that we would be partnering with Highway Transport, a leader in North American liquid chemical transportation, to transition Highway Transport’s entire fleet of over 500 trucks to our Battle Born all-electric APUs. As part of the partnership, Highway Transport is expected to install the Battle Born all-electric APUs on new tractors in addition to retrofitting current models in Highway Transport’s fleet. This partnership with Highway Transport marks a major step forward for our reach in the commercial trucking sector. We believe the planned integration of the Battle Born all-electric APU into Highway Transport’s fleet paves the way for wider adoption of our clean energy solutions, accelerating the transition towards a more sustainable transportation landscape.

 

On July 1, 2024, we announced that we are now a provider of lithium based liftgate power solutions for Refreshment Services Pepsi, a privately-held independent bottler and distributor for Pepsi-Cola® products. With distribution centers across the U.S., Refreshment Services Pepsi will begin integrating our Battle Born Batteries products into their fleet to power liftgate operations. The expansion of our lithium-based power solutions to liftgate applications broadens sales opportunities within the trucking market.

 

Key Factors Affecting Our Operating Results

 

Our financial position and results of operations depend to a significant extent on the following factors:

 

End Market Consumers

 

The demand for our products ultimately depends on demand from consumers in our current end markets. We generate sales through (1) DTC and (2) through OEMs, particularly in the RV market.

 

An increasing proportion of our sales has been and is expected to continue to be derived from sales to RV OEMs, driven by continued efforts to develop and expand sales to RV OEMs with whom we have longstanding relationships. Our RV OEM sales have been on a purchase order basis, without firm revenue commitments, and we expect that this will likely continue to be the case. Therefore, future RV OEM sales will be subject to risks and uncertainties, including the number of RVs these OEMs manufacture and sell, which in turn may be driven by the expectations these OEMs have around end market consumer demand.

 

Demand from end market consumers is impacted by a number of factors, including fuel costs and energy demands (including an increasing trend towards the use of green energy), as well as overall macro-economic conditions, such as interest rates and inflation. Sales of our batteries have benefited from the increased adoption of the RV lifestyle, the demand for and inclusion of additional appliances and electronics in RVs, and the accelerating trend of solar power adoption among RV customers. However, rising fuel costs and other macro-economic conditions have caused a downward shift in decisions taken by end market consumers around spending in the RV market and in July 2023, we were notified by our largest RV OEM customer that, due to weaker demand for its products and their subsequent focus on reducing costs, it would no longer install our storage solutions as standard equipment, but rather return to offering those solutions as an option to dealers and consumers. While this customer is not moving to a different solution or competitor, as a result in this change in strategy there was a material limiting effect on our revenue in 2023. Based on our discussions with customers and current forecast projections, we expect our revenue in the RV market to increase in the second half of 2024.

 

While a significant portion of our sales come from the RV market, we also offer targeted solutions using the same products for the marine market. These solutions cater to OEMs and consumers alike, addressing the power needs of various vessels like sailboats, powerboats, and fishing boats (center console and bass). We have worked closely to follow ABYC (American Boat & Yacht Council) Standards to develop systems that adhere to the recent ABYC E-13 Guidelines (Standards for Lithium Batteries).

 

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Our strategy includes plans to expand into new end markets that we have identified as opportunities for our LFP batteries, including medium and heavy-duty trucking, specialty and work vehicles, solar integration, oil and gas, industrial, rail, material handling, and emergency and standby power in the medium term, and data centers, telecom and distributed on-grid storage in the longer term. We believe that our current LFP batteries and, eventually, our solid-state batteries, will be well-suited to supplant traditional lead-acid batteries as a reliable power source for the variety of low power density uses required in these markets (such as powering the increasing number of on-board tools needed in emergency vehicles). The success of this strategy requires (1) continued growth of these addressable markets in line with our expectations and (2) our ability to successfully enter these markets. We expect to incur significant marketing costs understanding these new markets, and researching and targeting customers in these end markets, which may not result in sales. If we fail to execute on this growth strategy in accordance with our expectations, our sales growth would be limited to the growth of existing products and existing end markets.

 

Supply

 

We currently rely on two carefully selected cell manufacturers located in China, and a single supplier, also located in China, to manufacture our proprietary battery management system, and we intend to continue to rely on these suppliers going forward. Our close working relationships with our China-based LFP cell suppliers, reflected in our ability to increase our purchase order volumes (qualifying us for related volume-based discounts) and order and receive delivery of cells in anticipation of required demand, has helped us moderate increased supply-related costs associated with inflation, currency fluctuations and U.S. government tariffs imposed on our imported battery cells and to avoid potential shipment delays. To mitigate against potential adverse production events, we opted to build our inventory of key components, such as battery cells. However, as many of the supply chain challenges and delays that were prevalent over the last several years have eased, we are now actively working down our inventory to more appropriate safety stock levels.

 

As a result of our battery chemistry and active steps we have taken to manage our inventory levels, we have not been subject to the shortages or price impacts that have been present for manufacturers of nickel manganese cobalt and nickel cobalt aluminum batteries. As we look toward the production of our solid-state cells, we have signed a Commercial Offtake Agreement with a lithium mining company located in Nevada for the supply of lithium, which we expect will enable us to further manage our cost of goods over time.

 

Product and Customer Mix

 

Our product sales consist of sales of seven different models of LFP batteries, along with accessories for battery systems (individually or bundled). These products are sold to different customer types (e.g., consumers, OEMs and distributors) and at different prices and involve varying levels of costs. In any particular period, changes in the mix and volume of particular products sold and the prices of those products relative to other products will impact our average selling price and our cost of goods sold. Despite our work to moderate increased supply-related costs, the price of our products may also increase as a result of increases in the cost of components due to inflation, currency fluctuations and tariffs. OEM sales typically result in lower average selling prices and related margins, which could result in margin erosion, negatively impact our growth or require us to raise our prices. However, this reduction is typically offset by the benefits of increased sales volumes. Sales of third-party sourced accessories typically have lower related margin. We expect accessory sales to increase as we further develop full-system design expertise and product offerings and consumers increasingly demand more sophisticated systems, rather than simple drop-in replacements. In addition to the impacts attributable to the general sales mix across our products and accessories, our results of operations are impacted by the relative margins of products sold. As we continue to introduce new products at varying price points, our overall gross margin may vary from period to period as a result of changes in product and customer mix.

 

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Production Capacity

 

All of our battery assembly currently takes place at our 99,000 square foot headquarters and manufacturing facility located in Reno, Nevada. We currently operate three LFP battery production lines. Consistent with our operating history, we plan to continue to automate additional aspects of our battery production lines. Our existing facility has the capacity to add up to four additional LFP battery production lines and construct and operate a pilot production line for domestic cell manufacturing, all designed to maximize the capacity of our manufacturing facility. Although our automation efforts are expected to reduce our costs of goods, we may not fully recognize the anticipated savings when planned and could experience additional costs or disruptions to our production activities.

 

In addition, we entered into a lease on February 8, 2022 for an additional 390,240 square foot warehouse in Reno, Nevada, which is expected to be completed in the second half of 2024. The commencement date for the lease for this facility was March 25, 2024, based on the construction project being identified as “substantially complete”. This facility will enable us to consolidate various operations in Reno, NV and will allow for expected expansion for new markets.

 

On April 12, 2024, we entered into a lease agreement (the “Fernley Lease Agreement”) pursuant to which we agreed to lease an approximately 64,000 square foot facility (the “Premises”) in Fernley, Nevada, to be used for general, warehousing, assembly/light manufacturing, painting of products, storage fulfillment, distribution of our products, and other uses as permitted under in the Fernley Lease Agreement.

 

Competition

 

We compete with traditional lead-acid battery manufacturers and lithium-ion battery manufacturers, who primarily either import their products or components or manufacture products under a private label. As we continue to expand into new markets, develop new products and move towards production of our solid-state cells, we will experience competition with a wider range of companies. These competitors may have greater resources than we do, and may be able to devote greater resources to the development of their current and future technologies. Our competitors may be able to source materials and components at lower costs, which may require us to evaluate measures to reduce our own costs, lower the price of our products or increase sales volumes in order to maintain our expected levels of profitability.

 

Research and Development

 

Our research and development is primarily focused on the advanced manufacturing of Lithium ion batteries using a dry-electrode process. We are focused on scaling the process to allow for the low-cost domestic manufacturing of cells. We are also applying the dry-electrode process to the production of solid-state lithium-ion batteries having an LFP catholyte, a solid electrolyte and an intercalation-based anolyte (intercalation being the reversible inclusion of a molecule or ion into layered solids). The next stage in our technical development is to construct the battery to optimize performance and longevity to meet and exceed industry standards for our target storage markets. Ongoing testing and optimizing of more complicated batteries incorporating layered pouch cells will assist us in determining the optimal cell chemistry to enhance conductivity and increase the number of cycles (charge and discharge) in the cell lifecycle. This is expected to require significant additional expense, and we may need to raise additional funds to continue these research and development efforts.

 

Components of Results of Operations

 

Net Sales

 

Net sales are primarily generated from the sale of our LFP batteries to OEMs and consumers, as well as chargers and other accessories, either individually or bundled.

 

Cost of Goods Sold

 

Cost of goods sold includes the cost of cells and other components of our LFP batteries, labor and overhead, logistics and freight costs, and depreciation of manufacturing equipment.

 

Gross Profit

 

Gross profit, calculated as net sales less cost of goods sold, may vary between periods and is primarily affected by various factors including average selling prices, product costs, product mix and customer mix.

 

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Operating Expenses

 

Research and development

 

Research and development costs include personnel-related expenses for scientists, experienced engineers and technicians as well as the material and supplies to support the development of new products and our solid-state technology. As we work towards completing the development of our solid-state lithium-ion cells and the manufacturing of batteries that incorporate this technology, we anticipate that research and development expenses will increase significantly for the foreseeable future as we continue to invest in product development and optimizing and producing solid-state cells.

 

General and administrative

 

General and administrative costs include personnel-related expenses attributable to our executive, finance, human resources, and information technology organizations, certain facility costs, and fees for professional services.

 

Selling and marketing

 

Selling and marketing costs include outbound freight, personnel-related expenses, as well as trade show, industry event, marketing, customer support, and other indirect costs. We expect to continue to make the necessary sales and marketing investments to enable the execution of our strategy, which includes expanding into additional end markets.

 

Total Other Income (Expense)

 

Other income (expense) consists primarily of interest expense, the change in fair value of the warrant liability and amortization of debt issuance costs.

 

Results of Operations

 

Comparisons for the Three months ended June 30, 2024, and June 30, 2023

 

The following table sets forth our results of operations for the three months ended June 30, 2024 and June 30, 2023. This data should be read together with our financial statements and related notes included elsewhere in this Quarterly Report, and is qualified in its entirety by reference to such financial statements and related notes.

 

   Three months ended June 30, 
   2024   % Net Sales   2023   % Net Sales 
   (in thousands) 
Net Sales  $13,208    100.0   $19,274    100.0 
Cost of Goods Sold   10,041    76.0    15,350    79.6 
Gross profit   3,167    24.0    3,924    20.4 
Operating expenses                    
Research and development   1,531    11.6    1,067    5.5 
General and administrative   5,704    43.2    7,614    39.5 
Sales and marketing   2,681    20.3    3,808    19.8 
Total Operating expenses   9,916    75.1    12,489    64.8 
Loss From Operations   (6,749)   (51.1)   (8,565)   (44.4)
Other Income (Expense)                    
Interest expense, net   (4,878)   (37.0)   (4,138)   (21.5)
Other expense   (19)   (0.1)   -    0.0 
Change in fair market value of warrant liability   (1,981)   (15.0)   804    4.2 
Total Other Expense   (6,878)   (52.1)   (3,334)   (17.3)
Loss Before Taxes   (13,627)   (103.2)   (11,899)   (61.7)
Income Tax Benefit   -    -    -    - 
Net Loss  $(13,627)   (103.2)  $(11,899)   (61.7)

 

   Three months ended June 30, 
   2024   2023 
   (in thousands) 
DTC   6,534    9,972 
% Net Sales   49.5    51.7 
OEM   6,674    9,302 
% Net Sales   50.5    48.3 
Net Sales  $13,208    19,274 

 

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Net Sales

 

Net sales decreased by $6.1 million, or 31.5%, to $13.2 million for the three months ended June 30, 2024, as compared to $19.3 million for the three months ended June 30, 2023. This decrease was primarily due to lower DTC and OEM battery and accessory sales offset by a higher average sales price. For the three months ended June 30, 2024, DTC revenue decreased by $3.5 million to $6.5 million, compared to $10.0 million in the second quarter of 2023 due to decreased customer demand for our products, rising interest rates, and inflation. OEM revenue decreased by $2.6 million to $6.7 million, compared to $9.3 million in the second quarter of 2023 primarily due to our largest RV customer changing our product from a standard offering to an option, in addition to lower order volumes by key customers, primarily due to a weather event at our largest customer’s production facility, combined with persisting weakness in the motorized RV market. Excluding this customer our RV OEM sales were up 36% year over year for the three months ended June 30, 2024.

 

We expect our deployment of products for use in oil and gas operations in North America to begin contributing to net sales by the fourth quarter of 2024.

 

Cost of Goods Sold

 

Cost of revenue decreased by $5.3 million, or 34.6%, to $10.0 million for the three months ended June 30, 2024, as compared to $15.4 million for the three months ended June 30, 2023. This decrease was primarily due to lower unit volume and lower material costs associated with consuming lower-priced inventory resulting in a $5.2 million decrease of product cost and $0.1 million decrease in overhead expense associated with lower labor costs due to reduced headcount. We expect our Cost of Goods Sold to increase in conjunction with the anticipated increase in revenue over the next 12 months.

 

Gross Profit

 

Gross profit decreased by $0.7 million, or 19.3%, to $3.2 million for the three months ended June 30, 2024, as compared to $3.9 million for the three months ended June 30, 2023. The decrease in gross profit was primarily due to a lower unit volume of sales offset by higher average selling price and lower material cost.

 

Research and Development Expenses

 

Research and development expenses increased by $0.4 million, or 43.5%, to $1.5 million for the three months ended June 30, 2024, as compared to $1.1 million for the three months ended June 30, 2023. The increase was primarily due to higher wage expense in the amount of $0.3 million and $0.1 million for increased lease expense for new lease. While we expect to continue to grow the Research and Development headcount, we expect to do so at a slower rate than in prior years.

 

General and Administrative Expenses

 

General and administrative expenses decreased by $1.9 million, or 25.1%, to $5.7 million for the three months ended June 30, 2024, as compared to $7.6 million for the three months ended June 30, 2023. This decrease was primarily due to employee-related costs in the amount of $2.0 million. Impacting this is a severance package in the amount of $0.7 million and higher stock-based compensation in the amount of $0.7 million both in the prior year along with lower employee related costs in the amount of $0.6 million due to decreased headcount. Professional services, legal, insurance expenses and travel are lower by $0.6 million. Offsetting these lower costs is an increase in rent expense in the amount of $0.7 million for our new facility which is fully allocated to general and administrative expenses since we have not occupied the building as of June 30, 2024. We expect General and Administrative Expenses, as a percentage of revenue, to decline over the next 12 months.

 

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Selling and Marketing Expenses

 

Sales and marketing expenses decreased by $1.1 million, or 29.6%, to $2.7 million for the three months ended June 30, 2024, as compared to $3.8 million for the three months ended June 30, 2023. This decrease was primarily due to lower employee-related costs in the amount of $0.9 million of which $0.8 million is due to the prior period expense of the Wakespeed earnout accrual. Lower shipping costs in the amount of $0.3 million was related to a reduction in units sold. We expect our Selling and Marketing Expenses to be relatively stable over the next 12 months.

 

Total Other (Expense) Income

 

Other expense totaled $6.9 million for the three months ended June 30, 2024 as compared to total other expense of $3.3 million for the three months ended June 30, 2023. Other expense of $6.9 million in three months ended June 30, 2024 was comprised primarily of interest expense of $4.9 million related to our debt securities and a change in fair market value of warrant liability in the amount of negative $2.0 million. The $3.3 million of other expense in three months ended June 30, 2023 was comprised $4.1 million in interest expense related to our debt securities partial offset by the positive change in fair market value of warrant liability of $0.8 million.

 

Income Tax (Benefit) Expense

 

There was no tax expense recorded for the three months ended June 30, 2024 or the three months ended June 30, 2023. Based on available evidence as of June 30, 2024 and June 30, 2023, management believes it is more likely than not that some or all the deferred tax assets will not be realized. Accordingly, we established a 100% valuation allowance. As a result of the full valuation allowance, we did not record a tax benefit during the three months ended June 30, 2023 or the three months ended June 30, 2024.

 

Net Loss

 

We experienced a net loss of $13.6 million for the three months ended June 30, 2024, as compared to net loss of $11.9 million for the three months ended June 30, 2023. As described above, this result was driven by lower sales partially offset by lower cost of goods sold, and lower operating expenses, and an increase in other income (due to the change in fair market value of our warrants).

 

Comparisons for the Six months ended June 30, 2024 and June 30, 2023

 

The following table sets forth our results of operations for the six months ended June 30, 2024, and the six months ended June 30, 2023. This data should be read together with our financial statements and related notes included elsewhere in this Quarterly Report, and is qualified in its entirety by reference to such financial statements and related notes.

 

   Six months ended June 30, 
   2024   % Net Sales   2023   % Net Sales 
   (in thousands) 
Net Sales  $25,713    100.0   $38,065    100.0 
Cost of Goods Sold   19,495    75.8    29,474    77.4 
Gross profit   6,218    24.2    8,591    22.6 
Operating expenses                    
Research and development   2,864    11.1    1,947    5.1 
General and administrative   10,517    40.9    17,109    45.0 
Sales and marketing   5,425    21.1    7,992    21.0 
Total Operating expenses   18,806    73.1    27,048    71.1 
(Loss) From Operations   (12,588)   (48.9)   (18,457)   (48.5)
Other Income (Expense)                    
                     
Interest expense, net   (9,638)   (37.5)   (7,994)   (21.0)
Other expense   (23)   (0.1)   -    0.0 
Change in fair market value of warrant liability   (1,745)   (6.8)   19,327    50.8 
Total Other (Expense) Income   (11,406)   (44.4)   11,333    29.8 
Loss Before Taxes   (23,994)   (93.3)   (7,124)   (18.7)
Income Tax Benefit   -    -    -    - 
Net Loss  $(23,994)   (93.3)  $(7,124)   (18.7)

 

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   Six months ended June 30, 
   2024   2023 
   (in thousands) 
DTC   11,737    20,009 
% Net Sales   45.6    52.6 
OEM   13,976    18,056 
% Net Sales   54.4    47.4 
Net Sales  $25,713    38,065 

 

Net Sales

 

Net sales decreased by $12.4 million, or 32.4%, to $25.7 million for the six months ended June 30, 2024, as compared to $38.1 million for the six months ended June 30, 2023. This decrease was primarily due to lower DTC and OEM battery and accessory sales offset by a higher average sales price. For the six months ended June 30, 2024, DTC revenue decreased by $8.3 million to $11.7 million due to decreased customer demand for our products related to rising interest rates and inflation. OEM revenue decreased by $4.1 million to $14.0 million primarily due to our largest RV customer changing our product from a standard offering to an option, in addition to lower order volumes by key customers, primarily due to a weather event at our largest customer’s production facility, combined with persisting weakness in the motorized RV market. Excluding this customer our RV OEM sales were up 38% year over year for the six months ended June 30, 2024. We expect our deployment of products for use in oil and gas operations in North America to begin contributing to net sales by the fourth quarter of 2024.

 

Cost of Goods Sold

 

Cost of revenue decreased by $10.0 million, or 33.9%, to $19.5 million for the six months ended June 30, 2024, as compared to $29.5 million for the six months ended June 30, 2023. This decrease was primarily due to lower unit volume and lower material costs associated with consuming lower-priced inventory resulting in a $9.8 million decrease of product cost and $0.2 million decrease in overhead expense associated with lower labor costs due to reduced headcount. We expect our Cost of Goods Sold to increase in conjunction with the anticipated increase in revenue over the next 12 months.

 

Gross Profit

 

Gross profit decreased by $2.4 million, or 27.6%, to $6.2 million for the six months ended June 30, 2024, as compared to $8.6 million for the six months ended June 30, 2023. The decrease in gross profit was primarily due to a lower unit volume of sales offset by higher average sales price and consumption of lower-priced inventory.

 

Research and Development Expenses

 

Research and development expenses increased by $1.0 million or 47.0%, to $2.9 million for the six months ended June 30, 2024, as compared to $1.9 million for the six months ended June 30, 2023. The increase was primarily due to higher wage expense in the amount of $0.5 million and $0.1 million for increased lease expense for new building in Fernley. Other costs including product development, supplies, the allocation of travel from general and administrative expenses and depreciation related to increase in assets were higher by $0.3 million. While we expect to continue to grow the Research and Development headcount, we expect to do so at a slower rate than in prior years.

 

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General and Administrative Expenses

 

General and administrative expenses decreased by $6.6 million, or 38.5%, to $10.5 million for the six months ended June 30, 2024, as compared to $17.1 million for the six months ended June 30, 2023. This decrease was primarily due to lower employee related costs in the amount of $6.0 million. Impacting this is a prior year severance package in the amount of $0.7 million and lower stock-based compensation in the amount of $4.1 million along with lower employee related costs in the amount of $1.2 million due to decreased headcount. Professional services, legal and insurance expenses are lower by $1.2 million as a result of prior year public offering expenses and lower insurance premiums. Travel expenses in General and Administrative decreased by $0.4 million due to allocation to the other functional areas in 2024. Offsetting these lower expenses is an increase in rent expense in the amount of $1.0 million for our new facility which fully allocated to general and administrative expenses since we have not occupied the building as of June 30, 2024. We expect General and Administrative Expenses, as a percentage of revenue, to decline over the next 12 months.

 

Selling and Marketing Expenses

 

Sales and marketing expenses decreased by $2.6 million, or 32.1%, to $5.4 million for the six months ended June 30, 2024, as compared to $8.0 million for the six months ended June 30, 2023. This decrease was primarily due to a $2.2 million decrease in wage-related expenses of which $1.1 million is related to the prior year expense for the Wakespeed earnout and $0.8 million is due to lower Stock Compensation expense. Lower shipping costs in the amount of $0.7 million was related to a reduction in units sold. Offsetting these lower expenses is an increase of $0.3 million other marketing expense includes travel expenses allocated from general and administrative to selling and marketing in 2024.

 

Total Other Income (Expense)

 

Other expense totaled $11.4 million for the six months ended June 30, 2024 as compared to total other income of $11.3 million for the six months ended June 30, 2023. Other expense for the six months ended June 30, 2024 is comprised of a negative change in fair market value of our warrants in the amount of $1.7 million and $9.6 million in interest expense related to our debt securities. Other income for the six months ended June 30, 2023 was comprised of a positive change in fair market value of our warrants in the amount of $19.3 million partially offset by $8.0 million in interest expense related to our debt securities.

 

Income Tax (Benefit) Expense

 

There was no tax expense recorded for the six months ended June 30, 2024 or the six months ended June 30, 2023. Based on available evidence as of June 30, 2024 and June 30, 2023, management believes it is more likely than not that some or all the deferred tax assets will not be realized. Accordingly, we established a 100% valuation allowance. As a result of the full valuation allowance, we did not record a tax benefit during the six months ended June 30, 2024 or the six months ended June 30, 2023.

 

Net Loss

 

We generated a net loss of $24.0 million for the six months ended June 30, 2024, as compared to net loss of $7.1 million for the six months ended June 30, 2023. This was a result of an increase in other expense (primarily as a result of a change in fair market value of our warrants) and lower sales offset by decreased cost of goods sold and lower operating expenses.

 

Critical Accounting Estimates

 

Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. On a recurring basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in an estimate, if any, will be reflected in the consolidated financial statements prospectively from the date of the change in the estimate.

 

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

 

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our board of directors. In addition, there are other items within our financial statements that require estimation but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

 

We believe that the following accounting estimates are those most critical to the judgments and estimates used in the preparation of our financial statements.

 

Inventory Valuation

 

We periodically review physical inventory for excess, obsolete, and potentially impaired items and reserves. Any such inventory is written down to net realizable value. The reserve estimate for excess and obsolete inventory is dependent on expected future use and requires management judgement. The level of the estimate is assessed by considering the recent sales experience, the aging of inventories, and other factors that affect inventory obsolescence.

 

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Warrants

 

We apply relevant accounting guidance for warrants to purchase our stock based on the nature of the relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, we follow guidance issued within ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”), to assist in the determination of whether the warrants should be classified as liabilities or equity. Warrants that are determined to require liability classifications are measured at fair value upon issuance and are subsequently remeasured to their then fair value at each subsequent reporting period with changes in fair value recorded in current earnings. Warrants that are determined to require equity classifications are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. See “Note 9-Warrants” in our accompanying condensed consolidated financial statements for information on the warrants.

 

Equity-Based Compensation

 

We use the Black-Scholes option-pricing model to determine the fair value of option grants. In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility of our future share price, risk-free rates, future dividend yields and estimated forfeitures at the initial grant date. RSU awards are valued based on the closing trading price of our common stock on the date of grant. Changes in assumptions used to estimate fair value could result in materially different results.

 

Income Taxes

 

We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date.

 

We recognize the financial statement effect of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. A valuation allowance is recorded to reduce deferred income tax assets to an amount, which in the opinion of management is more likely than not to be realized.

 

Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. We consider factors such as the cumulative income or loss in recent years; reversal of deferred tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning strategies and the period over which we expect the deferred tax assets to be recovered in the determination of the valuation allowance. In the event that actual results differ from these estimates or we adjust our estimates in the future, we may need to adjust our valuation allowance, which could materially impact our financial position and results of operations.

 

Leases

 

Acquired right-of-use assets and assumed lease liabilities are measured based on the remaining lease payments over the remaining portion of the lease term. As our leases do not provide an implicit rate, our incremental borrowing rate is used as a discount rate in determining the present value of lease payments. Our incremental borrowing rate was determined by comparing current low- and high-end mortgage loan rates and calculating an average. For our new Damonte lease, to be conservative in our estimate, we chose to use the high-end average as our incremental borrowing rate.

 

Non-GAAP Financial Measures

 

This Quarterly Report includes a non-generally accepted account principles within the United States (“U.S. GAAP”) measure that we use to supplement our results presented in accordance with U.S. GAAP. Earnings before interest tax and amortization (“EBITDA”) is defined as earnings before interest and other income (expenses), income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for stock-based compensation, employee separation expenses, costs associated with the June 2023 Offering, promissory note forgiveness, and change in the fair market value of warrant liabilities. Adjusted EBITDA is a performance measure that we believe is useful to investors and analysts because it illustrates the underlying financial and business trends relating to our core, recurring results of operations and enhances comparability between periods.

 

Adjusted EBITDA is not a recognized measure under U.S. GAAP and is not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Investors should exercise caution in comparing our non-GAAP measure to any similarly titled measure used by other companies. This non-GAAP measure excludes certain items required by U.S. GAAP and should not be considered as an alternative to information reported in accordance with U.S. GAAP.

 

The table below presents our adjusted EBITDA, reconciled to net (loss) income for the three and six months ended June 30, 2024, and June 30, 2023.

 

  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2024   2023   2024   2023 
   (in thousands)   (in thousands) 
Net loss  $(13,627)  $(11,899)  $(23,994)  $(7,124)
Interest Expense   4,878    4,138    9,638    7,994 
Depreciation and Amortization   331    296    663    593 
EBITDA   (8,418)   (7,465)   (13,693)   1,463 
Adjusted for:                    
Stock-Based Compensation (1)   237    954    503    5,441 
Separation Agreement (2)   -    720    -    720 
June Offering Costs (3)   -    904    -    904 
Change in fair market value of warrant liability (4)   1,981    (804)   1,745    (19,327)
Adjusted EBITDA  $(6,200)  $(5,691)  $(11,445)  $(10,799)

 

(1) Stock-Based Compensation is comprised of costs associated with option and RSU grants made to our employees, consultants and board members.

 

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(2) Separation Agreement is comprised of $720 in cash severance associated with separation agreement dated April 26, 2023 between us and our former Chief Legal Officer.
   
(3) June Offering Costs is comprised of fees and expenses, including legal, accounting, and other expenses associated with our secondary offering.
   
(4) Change in fair market value of warrant liabilities represents the change in fair value from January 1, 2023 through June 30, 2023 and January 1, 2024 through June 30, 2024, respectively.

 

Liquidity and Capital Resources

 

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities. As of June 30, 2024, we had cash totaling $4.7 million.

 

On July 29, 2024, us, Legacy Dragonfly and Battle Born LLC entered into a License Agreement (the “License Agreement”) with Stryten Energy LLC (“Stryten”). In exchange for the licensing rights, Stryten agreed to pay Battle Born LLC an initial licensing fee of five million dollars ($5,000,000). Per the License Agreement, payment for the initial licensing fee is due within 30 days of the effective date of the license agreement. The Company anticipates receiving the $5.0 million dollars for the initial licensing fee by the end of August 2024.

 

We expect our capital expenditures and working capital requirements to increase materially in the near future, as we continue our research and development efforts (particularly those related to lithium-ion cell manufacturing and battery development), expand our production lines, scale up production operations and look to enter into adjacent markets for our batteries. We expect to deploy a significant amount of capital to continue our development and optimization of our solid-state battery technology, as well as continued investment to automate and increase the production capacity of our existing assembly operation, expansion of our facilities and new strategic investments, including deployment and scaling of our dry-electrode cell manufacturing processes. To date, our focus has been on seeking to prove the fundamental soundness of our manufacturing techniques and our solid-state chemistry. Moving forward, our solid-state related investments will focus on chemistry optimization and establishing a pilot line for pouch cell production. Over the next two to three years, we expect to spend in excess of $50 million on solid-state development and cell manufacturing technologies. In connection with the contraction of our business and uncertainty around the timing of future needs, we reduced our purchase activities in 2024. As a result, our inventory balance at June 30, 2024 decreased by $10.1 million to $28.7 million, compared to $38.8 million at December 31, 2023.

 

We expect that we will need to raise additional funds, including through the use of the ChEF Equity Facility and the issuance of equity, equity-related or debt securities or by obtaining additional credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs, such as research and development relating to our solid-state batteries, expansion of our facilities, and new strategic investments, and strategic initiatives. If such financings are not available, or if the terms of such financings are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, including by not seeking potential acquisition opportunities, eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business, operating results, financial condition and prospects. Further, any future debt or equity financings may be dilutive to our current stockholders.

 

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Financing Obligations and Requirements

 

On November 24, 2021, we issued $45 million of fixed rate senior notes, secured by among other things, a security interest in our intellectual property. As part of the Business Combination, we entered into a senior secured term loan facility in an aggregate principal amount of $75 million (the “Term Loan”) pursuant to the Term Loan, Guarantee and Security Agreement (the “Original Term Loan”) by and among, us, Legacy Dragonfly, Alter Domus (US) LLC, as the Agent to the lenders time-to-time party thereto (such lenders, the “Term Loan Lenders”), the proceeds of which were used to repay the $45 million fixed rate senior notes, and ChEF Equity Facility. On June 28, 2024, we entered into a Limited Waiver and First Amendment to the Term Loan (the “First Term Loan Amendment”) with the lenders in regards to our compliance with the Tests as of the last day of the quarter ended June 30, 2024 and certain amendments to the Original Term Loan. The First Term Loan Amendment provided for a one-time issuance of June 2024 Penny Warrants to purchase up to 2,100,000 shares, 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 connection with the License Agreement, on July 29, 2024, us, Legacy Dragonfly and Battle Born LLC entered into the Second Amendment (together with the Original Term Loan and the First Term Loan Amendment, the “Term Loan Agreement”).

 

Pursuant to the Second Amendment, 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 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 the Joinder.

 

The Term Loan proceeds were used to: (i) support the Business Combination, (ii) prepay the fixed rate senior notes at closing of the Business Combination, (iii) pay fees and expenses in connection with the foregoing, (iv) to provide additional growth capital and (v) for other general/corporate purposes. The Term Loan will mature on October 7, 2026, or the Maturity Date, and will be subject to quarterly amortization of 5% per annum beginning 24 months after issuance. The definitive documents for the Term Loan incorporate certain mandatory prepayment events and certain affirmative and negative covenants and exceptions hereto. The financial covenants for the Term Loan include a maximum senior leverage ratio covenant, a minimum liquidity covenant, a springing fixed charge coverage ratio covenant, and a maximum capital expenditures covenant. On March 29, 2023, September 29, 2023, December 29, 2023, May 13, 2024 and June 28, 2024, we obtained waivers from Alter Domus (US) LLC, as the administrative agent for the lenders (the “Administrative Agent”) and EICF Agent LLC and certain third-party financing source of our failure to satisfy the Tests under the Term Loan during the quarters ended March 31, 2023, September 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024. On March 31, 2024, April 29, 2024, and June 28, 2024, we received additional waivers from the Administrative Agent and the Term Loan Lenders in regard to our compliance with the liquidity requirement under the Term Loan as of the last day of the fiscal quarters ended March 31, 2024 and June 30, 2024, and as of the last fiscal day for the months ended April 30, 2024 and June 30, 2024. However, it is probable that we will fail to meet these covenants within the next twelve months. In accordance with U.S. GAAP, we reclassified our notes payable from a long-term liability to a current liability. The Term Loan accrues interest as follows: (i) until April 1, 2024, at a per annum rate equal to adjusted secured overnight financing rate (“SOFR”) plus 7% payable in cash plus an amount ranging from 4.5% to 6.5%, depending on our senior leverage ratio; (ii) 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 (iii) 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 senior leverage ratio of the consolidated company, 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 our senior leverage ratio.

 

Payments of interest based on the Term Loan, 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.

 

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In each of the foregoing cases, adjusted SOFR will be no less than 1%.

 

We may elect to prepay all or any portion of the amounts owed prior to the Maturity Date, provided that we provide notice to the Administrative Agent and the amount is accompanied by the applicable prepayment premium, if any. Prepayments of the Term Loan are required to be accompanied by a premium of 5% of the principal amount so prepaid if made prior to the October 7, 2023, 3% if made on and after October 7, 2023 but prior to October 7, 2024, 1% if made after October 7, 2024 but prior to October 7, 2025, and 0% if made on or after October 7, 2025. If the Term Loan is accelerated following the occurrence of an event of default, Legacy Dragonfly is required to immediately pay to lenders the sum of all obligations for principal, accrued interest, and the applicable prepayment premium.

 

Pursuant to the Term Loan Agreement, we have guaranteed the obligations of Legacy Dragonfly and such obligations will be guaranteed by any of Legacy Dragonfly’s subsidiaries that are party thereto from time to time as guarantors. Also pursuant to the Term Loan Agreement, the Administrative Agent was granted a security interest in substantially all of the personal property, rights and assets of us as and Legacy Dragonfly to secure the payment of all amounts owed to lenders under the Term Loan Agreement. In addition, we entered into a Pledge Agreement pursuant to which we pledged to the Administrative Agent our equity interests in Legacy Dragonfly as further collateral security for the obligations under the Term Loan Agreement. At the closing of the Business Combination, we issued to the Term Loan Lenders (i) the Penny Warrants exercisable to purchase an aggregate of 2,593,056 shares at an exercise price of $0.01 per share, and (ii) warrants exercisable to purchase 1,600,000 shares of our common stock at an exercise price of $10.00 per share.

 

Pursuant to the Purchase Agreement, on the terms of and subject to the satisfaction of the conditions in the Purchase Agreement, including the filing and effectiveness of a registration statement registering the resale by CCM LLC of the shares of common stock issued to it under the Purchase Agreement, we will have the right from time to time at our option to direct CCM LLC to purchase up to a specified maximum amount of shares of common stock, up to a maximum aggregate purchase price of $150 million over the term of the ChEF Equity Facility. The purchase price of the shares of common stock that we elect to sell to CCM pursuant to the Purchase Agreement will be determined by reference to the VWAP of the common stock during the applicable VWAP Purchase Date (as defined in the Purchase Agreement) on which we have timely delivered written notice to CCM directing it to purchase shares of common stock under the Purchase Agreement, less a fixed 3.5% discount to such VWAP. As consideration for its commitment to purchase shares of our common stock under the Purchase Agreement, we have agreed to pay a commitment fee of $1 million to CCM (the “Commitment Fee”), payable by way of an additional 3.0% discount to such VWAP until the Commitment Fee has been paid in full. In connection with the ChEF Equity Facility, we filed a registration statement registering the resale of up to 21,512,027 shares that may be resold into the public markets by CCM LLC, which represented approximately 36% of the shares of our common stock outstanding as of December 31, 2023. During the year ended December 31, 2022, we did not sell any shares of our common stock under the ChEF Equity Facility. During the year ended December 31, 2023, we issued and sold approximately 588,500 shares of our common stock under this facility, resulting in net cash proceeds of $1,278,566. During the six months ended June 30, 2024, we issued and sold approximately 850,000 shares of our common stock under the ChEF Equity Facility, resulting in net cash proceeds of $737,481. From July 1, 2024 through the August 13, 2024, we issued and sold approximately 1,092,578 shares of our common stock under the ChEF Equity Facility, resulting in additional net cash proceeds of $774,740.62. Any sales of such shares into the public market could have a significant negative impact on the trading price of our common stock. This impact may be heightened by the fact that sales to CCM LLC will generally be at prices below the current trading price of our common stock. If the trading price of our common stock does not recover or experiences a further decline, sales of shares of common stock to CCM LLC pursuant to the Purchase Agreement may be a less attractive source of capital and/or may not allow us to raise capital at rates that would be possible if the trading price of our common stock were higher.

 

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On March 5, 2023, we issued a note in the principal amount of $1.0 million (the “Principal Amount”) to Brian Nelson, one of our directors, in a private placement in exchange for cash in an equal amount (the “Note”). The Note became due and payable in full on April 1, 2023. We were also obligated to pay a fee in the amount of $100,000 (the “Loan Fee”) to Mr. Nelson on April 4, 2023. The Principal Amount of the Note was paid in full on April 1, 2023 and the Loan Fee was paid in full on April 4, 2023.

 

On January 30, 2024, we issued an unsecured convertible promissory note (the “January Note”) in the principal amount of $1.0 million (the “January Principal Amount”) to Brian Nelson, one of our directors, in a private placement in exchange for cash in an equal amount. The January Note became due and payable in full on February 2, 2024. We were also obligated to pay $50,000 (the “January Loan Fee”) to Mr. Nelson on February 2, 2024. We paid the January Principal Amount and the January Loan Fee in full on February 2, 2024.

 

On February 27, 2024 we issued a convertible promissory (the “February Note”) in the amount of $1.7 million (the “February Principal Amount”) to Mr. Nelson, in a private placement in exchange for cash in an equal amount. The February Note became due and payable in full on March 1, 2024. We were also obligated to pay a $85,000 loan fee (the “February Loan Fee”) to Mr. Nelson on March 1, 2024. We paid the February Principal Amount and the February Loan Fee on March 1, 2024.

 

In June 2023, we completed the June 2023 Offering which provided net proceeds to us, including the partial over-allotment option exercise, of approximately $20.7 million. In July 2023, upon a request from our lenders under the Term Loan Agreement, we repaid $5.3 million to satisfy a portion of its outstanding principal.

 

In 2024, we identified an underpayment of tariffs to CBP in the amount of approximately $1.67 million in the aggregate, related to the improper classification and valuation of certain of the products used in our batteries. We have reported the underpayment to CBP.

 

Going Concern

 

For the quarter ended June 30, 2024, we generated a net loss of $13.6 million and had a negative cash flow from operations. As of June 30, 2024, we had approximately $4.7 million in cash and cash equivalents and working capital deficit of $4.6 million.

 

Under the Term Loan Agreement, we are 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. On March 29, 2023, September 29, 2023, December 29, 2023, May 13, 2024 and June 28, 2024, we obtained waivers from our Administrative Agent and Term Loan Lenders of our failures to satisfy the fixed charge coverage ratio and maximum senior leverage ratio with respect to the minimum cash requirements under the Term Loan for the quarters ended, March 31, 2023, September 30, 2023, December 31, 2024, March 31, 2024 and June 30, 2024. On March 31, 2024, April 29, 2024 and June 28, 2024, we received additional waivers from our Administrative Agent and Term Loan Lenders in regard to our compliance with our liquidity requirement under the Term Loan as of the last day of the fiscal quarters ended March 31, 2024 and June 30, 2024 and as of the last day of the fiscal months ended April 30, 2024 and June 30, 2024. In connection with the License Agreement, on July 29, 2024, us, Legacy Dragonfly and Battle Born LLC entered into the Second Amendment (together with the Original Term Loan and the First Term Loan Amendment, the “Term Loan Agreement”). Pursuant to the Second Amendment, 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 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 the Joinder. It is probable that we will fail to meet these covenants within the next twelve months. If we are unable to comply with the financial covenants in our loan agreement, the Term Loan Lenders have the right to accelerate the maturity of the Term Loan. These conditions raise substantial doubt about our ability to continue as a going concern.

 

In addition, we may need to raise additional debt and/or equity financing to fund our operations and strategic plans and meet our financial covenants. We have historically been able to raise additional capital through issuance of equity and/or debt financing and we intend to use the ChEF Equity Facility and raise additional capital as needed. However, we cannot guarantee that we will be able to raise additional equity, contain expenses, or increase revenue, and comply with the financial covenants under the Term Loan. If such financings are not available, or if the terms of such financings are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, including by not seeking potential acquisition opportunities, eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business, operating results, financial condition and prospects. Further, future debt or equity financings may be dilutive to our current stockholders.

 

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Cash Flows for the Six months ended June 30, 2024, and June 30, 2023

 

   Six months ended June 30, 
   2024   2023 
   (in thousands) 
Net Cash (used in)/provided by:          
Operating Activities  $(7,430)  $(5,639)
Investing activities  $(1,324)  $(2,571)
Financing activities  $740   $23,381 

 

Operating Activities

 

Net cash used in operating activities was $7.4 million for the six months ended June 30, 2024, primarily due to a net loss of $24.0 million partially offset by $4.6 million of payment in-kind interest accrued on the term loan and $10.1 million decrease in inventory as a result of management’s decision to lower overall stocking levels to adjust for more modest demand.

 

Net cash used in operating activities was $5.6 million for six months ended June 30, 2023, primarily due to a net loss of $7.1 million and negative change of $19.3 million in the fair market value of our warrant liability during the period offset by lower inventory levels an increase in accounts payable and accrued expenses as a result of extended payments for the large influx of cells received late in 2022 and early 2023.

 

Investing Activities

 

Net cash used in investing activities was $1.3 million for the six months ended June 30, 2024, as compared to net cash used in investing activities of $2.6 million for the six months ended June 30, 2023. The decrease in cash used in investing activities was primarily due to a decrease in capital equipment expenses.

 

Financing Activities

 

There was $0.7 million net cash provided in financing activities, primarily from proceeds of issuing and selling shares under ChEF Equity Facility for the six months ended June 30, 2024, as compared to net cash provided by financing activities of $23.4 million for the six months ended June 30, 2023 was primarily due to net proceeds of $21.1 million from the June 2023 Offering.

 

Contractual Obligations

 

Our estimated future obligations consist of short-term and long-term operating lease liabilities. As of June 30, 2024, we had $2.8 million in short-term operating lease liabilities and $24.0 million in long-term operating lease liabilities.

 

As disclosed above, we have a Term Loan and as of June 30, 2024, the principal amount outstanding under the Term Loan was $69.7 million.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer, as our principal executive officer, and Interim Chief Financial Officer, as our principal financial officer, to allow timely decisions regarding required disclosure.

 

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In connection with the preparation of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As described in our Annual Report, our management identified a material weakness in our internal control over financial reporting as a result of our failure to capture, and record, and pay tariffs correctly related to the imported merchandise on previously filed 2022 and 2021 financial statements. Based upon the evaluation described above, our Chief Executive Officer and Interim Chief Financial Officer concluded that, due to the material weakness previously reported in our Annual Report that has not yet been remediated, our disclosure controls and procedures were not effective as of June 30, 2024.

 

Changes in Internal Control over Financial Reporting

 

Management described a plan to remediate the material weakness within our Annual Report. Management, with the assistance of a third-party service provider, continues to design and implement additional internal controls. Additionally, management continued its risk assessment to identify risks and objectives. There were no other changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management will continue to evaluate and enhance our processes as noted in the remediation plan described within our Annual Report. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these will ultimately have the intended effects.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the quarter ended June 30, 2024, we issued certain additional Penny Warrants to purchase 7,675 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 we made under the ChEF Equity Facility. In addition, from the period of July 1, 2024 to August 13, 2024 we issued certain Penny Warrants to purchase 10,021 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 we made under the ChEF Equity Facility. The Penny Warrants were immediately exercisable upon issuance and will expire ten years from the date of issuance. The Penny Warrants and the shares of Common Stock underlying the Penny Warrants 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.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

  (a) None.
     
  (b) None.
     
  (c) During the fiscal quarter ended June 30, 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.

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

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        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 May 2024 Penny Warrant.   10-Q   4.3   05/14/2024
4.2   Form of June 2024 Penny Warrant.   8-K   4.1   06/28/2024
10.1   Limited Waiver and First Amendment to Term Loan, Guarantee and Security Agreement, dated as of June 28, 2024, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC.   8-K   10.1   07/01/2024
10.2   Amended and Restated ChEF Purchase Agreement, by and between Chardan Capital Markets LLC and Dragonfly Energy Holdings Corp., dated May 20, 2024.   8-K   10.1   05/20/2024
10.3#+   Trademark License Agreement, by and among Dragonfly Energy Corp., Battle Born Battery Products, LLC, and Stryten Energy LLC, dated as of July 29, 2024.   8-K/A   10.1   08/01/2024
10.4#   Trademark Transfer and License-Back Agreement, by and between Dragonfly Energy Corp. and Battle Born Battery Products, LLC, dated as of July 29, 2024.   8-K/A   10.2   08/01/2024
10.5#   Limited Waiver, Consent and Second Amendment to Term Loan, Guarantee and Security Agreement, dated as of July 29, 2024, by and among Dragonfly Energy Corp., Dragonfly Energy Holdings Corp., Battle Born Battery Products, LLC, the lenders from time-to-time party thereto and Alter Domus (US) LLC.   8-K/A   10.3   08/01/2024
10.6   Joinder Agreement, by Battle Born Battery Products, LLC and acknowledged by Dragonfly Energy Corp., and Dragonfly Energy Holdings Corp., dated as of July 29, 2024.   8-K/A   10/4   08/01/2024
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.
# Portions of these exhibits have been omitted pursuant to Regulation S-K Item 601(a)(5) promulgated under the Exchange Act. The Registrant agrees to furnish supplementally a copy of any omitted schedules and or exhibits to the SEC upon request.
+ Portions of this exhibit, pursuant to Regulation S-K Item 601(b)(10)(iv) promulgated under the Exchange Act, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) the Registrant customarily and actually treats such information as private or confidential. The Registrant agrees to furnish supplementally a copy of any omitted information to the SEC upon request.

 

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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: August 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)

 

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